リチアモーターズの四半期報告

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2024


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

Commission file number: 001-14733

Lithia Motors, Inc.

(Exact name of registrant as specified in its charter)


Oregon			93-0572810
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
150 N. Bartlett Street	Medford,	Oregon	97501
(Address of principal executive offices)			(Zip Code)

(541) 776-6401

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock without par value

LAD

The New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer

Non-accelerated filer

Accelerated filer

Smaller reporting company

Emerging growth company

☒

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of April 26, 2024, there were 27,406,486 shares of the registrant’s common stock outstanding.

LITHIA MOTORS, INC.

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS


Item Number	Item	Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Consolidated Balance Sheets (Unaudited) - March 31, 2024, and December 31, 2023	1
	Consolidated Statements of Operations (Unaudited) - Three Months Ended March 31, 2024 and 2023	2
	Consolidated Statements of Comprehensive Income (Unaudited) – Three Months Ended March 31, 2024 and 2023	3
	Consolidated Statements of Equity and Redeemable Non-controlling Interest (Unaudited) - Three Months Ended March 31, 2024 and 2023	4
	Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2024 and 2023	5
	Condensed Notes to Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 5.	Other Information	36
Item 6.	Exhibits	36

SIGNATURE		37


CONSOLIDATED BALANCE SHEETS
(In millions; Unaudited)	March 31, 2024		December 31, 2023
Assets
Current assets:
Cash, restricted cash, and cash equivalents	$	404.6	$	941.4
Accounts receivable, net of allowance for doubtful accounts of $3.3 and $7.1	1,249.3		1,123.1
Inventories, net	5,861.9		4,753.9

Other current assets	217.4		136.8
Total current assets	7,733.2		6,955.2

Property and equipment, net of accumulated depreciation of $688.1 and $646.7	4,502.0		3,981.4
Operating lease right-of-use assets	753.2		478.8
Finance receivables, net of allowance for estimated losses of $111.8 and $106.4	3,412.5		3,242.3
Goodwill	2,081.7		1,930.6
Franchise value	2,538.0		2,402.2
Other non-current assets	1,159.4		642.0
Total assets	$	22,180.0	$	19,632.5

Liabilities and equity
Current liabilities:
Floor plan notes payable	$	2,533.3	$	1,347.0
Floor plan notes payable: non-trade	2,428.7		2,288.5
Current maturities of long-term debt	97.2		75.7
Current maturities of non-recourse notes payable	27.6		33.9
Trade payables	327.6		288.0
Accrued liabilities	1,177.1		899.1

Total current liabilities	6,591.5		4,932.2

Long-term debt, less current maturities	5,662.4		5,483.7
Non-recourse notes payable, less current maturities	1,803.9		1,671.7
Deferred revenue	389.2		264.1
Deferred income taxes	378.9		349.3
Non-current operating lease liabilities	655.1		427.9
Other long-term liabilities	277.4		220.7
Total liabilities	15,758.4		13,349.6

Redeemable non-controlling interest	44.9		44.0

Equity:
Preferred stock - no par value; authorized 15.0 shares; none outstanding	—		—
Common stock - no par value; authorized 125.0 shares; issued and outstanding 27.5 and 27.4	1,117.8		1,100.6

Additional paid-in capital	67.8		79.9
Accumulated other comprehensive income	3.7		20.1
Retained earnings	5,162.1		5,013.3
Total stockholders’ equity - Lithia Motors, Inc.	6,351.4		6,213.9
Non-controlling interest	25.3		25.0
Total equity	6,376.7		6,238.9
Total liabilities, redeemable non-controlling interest, and equity	$	22,180.0	$	19,632.5

See accompanying condensed notes to consolidated financial statements.

FINANCIAL STATEMENTS


CONSOLIDATED STATEMENTS OF OPERATIONS
	Three Months Ended March 31,
(In millions, except per share amounts; Unaudited)		2024		2023
Revenues:
New vehicle retail		$	4,014.1	$	3,278.9
Used vehicle retail		2,800.8		2,227.5
Used vehicle wholesale		337.7		356.7
Finance and insurance		340.6		318.3
Service, body and parts		912.8		736.3
Fleet and other		155.8		56.1
Total revenues		8,561.8		6,973.8
Cost of sales:
New vehicle retail		3,718.8		2,945.1
Used vehicle retail		2,618.1		2,061.8
Used vehicle wholesale		338.7		359.5
Service, body and parts		410.8		341.9
Fleet and other		140.2		54.0
Total cost of sales		7,226.6		5,762.3
Gross profit		1,335.2		1,211.5

Financing operations loss		(1.7)		(20.8)


Selling, general and administrative		934.3		764.4
Depreciation and amortization		57.8		47.3
Operating income		341.4		379.0
Floor plan interest expense		(60.7)		(27.7)
Other interest expense, net		(63.6)		(39.0)
Other income, net		3.5		2.0
Income before income taxes		220.6		314.3
Income tax provision		(55.6)		(84.7)
Net income		165.0		229.6
Net income attributable to non-controlling interest		(1.5)		(0.7)
Net income attributable to redeemable non-controlling interest		(0.9)		(0.2)
Net income attributable to Lithia Motors, Inc.		$	162.6	$	228.7

Basic earnings per share attributable to Lithia Motors, Inc.		$	5.90	$	8.32
Shares used in basic per share calculations		27.5		27.5

Diluted earnings per share attributable to Lithia Motors, Inc.		$	5.89	$	8.30
Shares used in diluted per share calculations		27.6		27.5

Cash dividends paid per share		$	0.50	$	0.42

See accompanying condensed notes to consolidated financial statements.

FINANCIAL STATEMENTS


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
	Three Months Ended March 31,
(In millions; Unaudited)		2024		2023
Net income		$	165.0	$	229.6
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment		(16.2)		13.1

Unrealized loss on debt securities, net of tax benefit of $0.1 and $0.0		(0.2)		—

Total other comprehensive (loss) income, net of tax		(16.4)		13.1
Comprehensive income		148.6		242.7

Comprehensive income attributable to non-controlling interest		(1.5)		(0.7)
Comprehensive income attributable to redeemable non-controlling interest		(0.9)		(0.2)
Comprehensive income attributable to Lithia Motors, Inc.		$	146.2	$	241.8

See accompanying condensed notes to consolidated financial statements.

FINANCIAL STATEMENTS


CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NON-CONTROLLING INTEREST
	Three Months Ended March 31,
(In millions; Unaudited)		2024		2023
Total equity, beginning balances		$	6,238.9	$	5,210.4

Common stock, beginning balances		1,100.6		1,082.1
Stock-based compensation		26.5		31.7
Issuance of stock in connection with employee stock purchase plans		5.7		6.1

Repurchase of common stock		(15.0)		(14.4)

Common stock, ending balances		1,117.8		1,105.5

Additional paid-in capital, beginning balances		79.9		76.8
Stock-based compensation		(12.1)		(22.6)


Additional paid-in capital, ending balances		67.8		54.2

Accumulated other comprehensive income (loss), beginning balances		20.1		(18.0)
Foreign currency translation adjustment		(16.2)		13.1

Unrealized loss on debt securities, net of tax benefit of $0.1 and $0.0		(0.2)		—

Accumulated other comprehensive income (loss), ending balances		3.7		(4.9)

Retained earnings, beginning balances		5,013.3		4,065.3

Net income attributable to Lithia Motors, Inc.		162.6		228.7
Dividends paid		(13.8)		(11.5)

Retained earnings, ending balances		5,162.1		4,282.5

Non-controlling interest, beginning balances		25.0		4.2
Distribution of non-controlling interest		(1.2)		(1.3)
Net income attributable to non-controlling interest		1.5		0.7
Non-controlling interest, ending balances		25.3		3.6

Total equity, ending balances		$	6,376.7	$	5,440.9

Redeemable non-controlling interest, beginning balances		$	44.0	$	40.7

Net income attributable to redeemable non-controlling interest		0.9		0.2
Redeemable non-controlling interest, ending balances		$	44.9	$	40.9

See accompanying condensed notes to consolidated financial statements.

FINANCIAL STATEMENTS


CONSOLIDATED STATEMENTS OF CASH FLOWS
	Three Months Ended March 31,
(In millions; Unaudited)	2024		2023
Cash flows from operating activities:
Net income	$	165.0	$	229.6
Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization	75.9		49.6
Stock-based compensation	14.4		9.1

(Gain) loss on disposal of other assets	(0.5)		0.1
Loss (gain) on sales of stores	0.1		(7.2)
Unrealized investment (gain) loss	(0.1)		0.5
Deferred income taxes	14.8		14.5
Amortization of operating lease right-of-use assets	22.4		15.7
(Increase) decrease (net of acquisitions and dispositions):
Accounts receivable, net	(8.9)		23.9
Inventories	(183.3)		(56.9)
Finance receivables	(173.8)		(397.0)
Other assets	(19.2)		14.1
Increase (decrease) (net of acquisitions and dispositions):
Floor plan notes payable	327.7		38.9
Trade payables	0.2		(10.0)
Accrued liabilities	57.5		31.7
Other long-term liabilities and deferred revenue	0.2		(5.6)
Net cash provided by (used in) operating activities	292.4		(49.0)
Cash flows from investing activities:


Capital expenditures	(79.6)		(38.9)
Proceeds from sales of assets	3.7		0.8
Cash paid for other investments	(122.0)		(11.1)
Cash paid for acquisitions, net of cash acquired	(1,074.4)		(387.4)
Proceeds from sales of stores	6.4		22.7
Net cash used in investing activities	(1,265.9)		(413.9)
Cash flows from financing activities:
Borrowings on floor plan notes payable, net: non-trade	156.1		187.6
Borrowings on lines of credit	3,658.8		3,462.9
Repayments on lines of credit	(3,606.9)		(3,503.3)
Principal payments on long-term debt and finance lease liabilities, scheduled	(9.0)		(8.7)
Principal payments on long-term debt and finance lease liabilities, other	—		(3.4)
Proceeds from issuance of long-term debt	158.9		10.4
Principal payments on non-recourse notes payable	(203.5)		(76.5)
Proceeds from issuance of non-recourse notes payable	329.4		479.7
Payment of debt issuance costs	(2.6)		(3.7)
Proceeds from issuance of common stock	5.7		6.1
Repurchase of common stock	(15.0)		(14.4)
Dividends paid	(13.8)		(11.5)
Payment of contingent consideration related to acquisitions	(12.0)		(14.0)
Other financing activity	(1.1)		(1.3)
Net cash provided by financing activities	445.0		509.9
Effect of exchange rate changes on cash, restricted cash, and cash equivalents	(3.0)		6.2
(Decrease) increase in cash, restricted cash, and cash equivalents	(531.5)		53.2
Cash, restricted cash, and cash equivalents at beginning of year	972.0		271.5
Cash, restricted cash, and cash equivalents at end of period	$	440.5	$	324.7

See accompanying condensed notes to consolidated financial statements.

FINANCIAL STATEMENTS


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	Three Months Ended March 31,
(In millions)	2024		2023
Reconciliation of cash, restricted cash, and cash equivalents to the consolidated balance sheets
Cash and cash equivalents	$	264.4	$	184.9
Restricted cash from collections on auto loans receivable and customer deposits	140.2		114.5
Cash, restricted cash, and cash equivalents	404.6		299.4
Restricted cash on deposit in reserve accounts, included in other non-current assets	35.9		25.3
Total cash, restricted cash, and cash equivalents reported in the Consolidated Statements of Cash Flows	$	440.5	$	324.7

Supplemental cash flow information:
Cash paid during the period for interest	$	165.8	$	95.7
Cash paid during the period for income taxes, net	6.0		5.2
Debt paid in connection with store disposals	1.6		1.6

Non-cash activities:



Debt assumed in connection with acquisitions	$	868.1	$	365.4


Right-of-use assets obtained in exchange for lease liabilities	297.5		103.8

See accompanying condensed notes to consolidated financial statements.

FINANCIAL STATEMENTS

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. INTERIM FINANCIAL STATEMENTS

Basis of Presentation

These condensed Consolidated Financial Statements contain unaudited information as of March 31, 2024, and for the three months ended March 31, 2024 and 2023. The unaudited interim financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain disclosures required by accounting principles generally accepted in the United States of America for annual financial statements are not included herein. In management’s opinion, these unaudited financial statements reflect all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the information when read in conjunction with our 2023 audited Consolidated Financial Statements and the related notes thereto. The financial information as of December 31, 2023, is derived from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2024. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying Consolidated Financial Statements to maintain consistency and comparability between periods presented. Within our financing operations income, we disaggregated our “lease income” out of our previously reported “interest, fee, and lease income”, to be its own separately presented line item.

NOTE 2. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:


(in millions)	March 31, 2024		December 31, 2023
Contracts in transit	$	520.3	$	559.7
Trade receivables	201.9		153.3
Vehicle receivables	252.7		191.4
Manufacturer receivables	262.7		216.5
Other receivables, current	15.0		9.3
	1,252.6		1,130.2
Less: Allowance for doubtful accounts	(3.3)		(7.1)
Total accounts receivable, net	$	1,249.3	$	1,123.1

The long-term portions of accounts receivable and allowance for doubtful accounts were included as a component of other non-current assets in the Consolidated Balance Sheets.

NOTE 3. INVENTORIES AND FLOOR PLAN NOTES PAYABLE

The components of inventories, net, consisted of the following:


(in millions)	March 31, 2024		December 31, 2023
New vehicles	$	3,447.5	$	2,886.3
Used vehicles	2,142.8		1,637.5
Parts and accessories	271.6		230.1
Total inventories	$	5,861.9	$	4,753.9

The new vehicle inventory cost is generally reduced by manufacturer holdbacks and incentives, while the related floor plan notes payable are reflective of the gross cost of the vehicle.


(in millions)	March 31, 2024		December 31, 2023
Floor plan notes payable	$	2,533.3	$	1,347.0
Floor plan notes payable: non-trade	2,428.7		2,288.5
Total floor plan debt	$	4,962.0	$	3,635.5

NOTES TO FINANCIAL STATEMENTS

NOTE 4. FINANCE RECEIVABLES

Interest income on finance receivables is recognized based on the contractual terms of each loan and is accrued until repayment, reaching non-accrual status, charge-off, or repossession. Direct costs associated with loan originations are capitalized and expensed as an offset to interest income when recognized on the loans.

The balances of finance receivables are made up of loans and leases secured by the related vehicles. More than 99% of the portfolio is aged less than 60 days past due with less than 1% on non-accrual status.

Finance Receivables, net


(in millions)	March 31, 2024		December 31, 2023
Asset-backed term funding	$	2,298.0	$	2,146.5
Warehouse facilities	808.3		749.3
Other managed receivables	418.0		452.9
Total finance receivables	3,524.3		3,348.7
Less: Allowance for finance receivable losses	(111.8)		(106.4)
Finance receivables, net	$	3,412.5	$	3,242.3

Finance Receivables by FICO Score


	As of March 31, 2024
	Year of Origination
($ in millions)	2024		2023		2022		2021		2020		Total
<599	$	16.8	$	57.3	$	34.0	$	15.6	$	2.1	$	125.8
600-699	140.3		549.1		418.8		135.3		13.9		1,257.4
700-774	135.4		532.7		386.5		57.0		5.1		1,116.7
775+	141.7		445.8		240.4		13.1		2.3		843.3
Total auto loan receivables	$	434.2	$	1,584.9	$	1,079.7	$	221.0	$	23.4	3,343.2
Other finance receivables 1											181.1
Total finance receivables											$	3,524.3


			As of December 31, 2023
			Year of Origination
($ in millions)	2023		2022		2021		2020		Total
<599	$	62.2	$	39.0	$	17.6	$	2.4	$	121.2
600-699	586.6		463.6		152.7		16.1		1,219.0
700-774	568.1		422.5		63.9		5.9		1,060.4
775+	490.3		263.5		14.7		2.7		771.2
Total auto loan receivables	$	1,707.2	$	1,188.6	$	248.9	$	27.1	3,171.8
Other finance receivables 1									176.9
Total finance receivables									$	3,348.7

1Includes legacy portfolio, loans that are originated with no FICO score available, and lease receivables.

In accordance with ASC Topic 326, the allowance for loan and lease losses is estimated based on our historical write-off experience, current conditions and forecasts, as well as the value of any underlying assets securing these loans. Consideration is given to recent delinquency trends and recovery rates. Account balances are charged against the allowance upon reaching 120 days past due status.

NOTES TO FINANCIAL STATEMENTS

Rollforward of Allowance for Loan and Lease Losses

Our allowance for loan and lease losses represents the net credit losses expected over the remaining contractual life of our managed receivables. The allowances for credit losses related to finance receivables consisted of the following changes during the period:


	Three Months Ended March 31,
(in millions)	2024		2023
Allowance at beginning of period	$	106.4	$	69.3
Charge-offs	(34.1)		(24.8)
Recoveries	14.8		11.4
Sold loans	(0.3)		—
Provision expense	25.0		26.3
Allowance at end of period	$	111.8	$	82.2

Charge-off Activity by Year of Origination


	Three Months Ended March 31,
(in millions)	2024		2023
2024	$	—	$	—
2023	13.4		0.1
2022	15.1		14.2
2021	4.9		8.9
Other finance receivables 1	0.7		1.6
Total charge-offs	$	34.1	$	24.8

1Includes legacy portfolio, loans that are originated with no FICO score available, and lease receivables.

NOTE 5. GOODWILL AND FRANCHISE VALUE

The changes in the carrying amounts of goodwill are as follows:


(in millions)	Vehicle Operations		Financing Operations		Consolidated
Balance as of December 31, 2022	$	1,443.5	$	17.2	$	1,460.7

Additions through acquisitions 1	519.1		—		519.1
Reductions through divestitures	(51.1)		—		(51.1)

Currency translation	1.5		0.4		1.9
Balance as of December 31, 2023	1,913.0		17.6		1,930.6
Adjustments to purchase price allocations2	47.6		—		47.6
Additions through acquisitions3	105.5		—		105.5
Reductions through divestitures	(0.2)		—		(0.2)

Currency translation	(1.8)		—		(1.8)
Balance as of March 31, 2024	$	2,064.1	$	17.6	$	2,081.7

1Our purchase price allocation for the 2022 acquisitions were finalized in 2023. As a result, we added $285.9 million of goodwill. Preliminary purchase price allocation for a portion of our 2023 acquisitions resulted in adding $233.2 million of goodwill. Our purchase price allocation for the remaining 2023 acquisitions are preliminary and goodwill is not yet allocated to our segments. These amounts are included in other non-current assets until we finalize our purchase accounting. See Note 12 – Acquisitions.

2Our purchase price allocation for a portion of the 2023 acquisitions recognized in 2023 was adjusted and finalized in 2024 upon the completion of our fair value adjustments for assumed contract liabilities, acquired loan portfolio, and contingent consideration, adding $47.6 million of goodwill.

3Our purchase price allocation for a portion of the 2023 acquisitions were finalized in 2024. As a result, we added $105.5 million of goodwill. Our purchase price allocation for the remaining 2023 and 2024 acquisitions are preliminary and goodwill is not yet allocated to our segments. These amounts are included in other non-current assets until we finalize our purchase accounting. See Note 12 – Acquisitions.

NOTES TO FINANCIAL STATEMENTS

The changes in the carrying amounts of franchise value are as follows:


(in millions)	Franchise Value
Balance as of December 31, 2022	$	1,856.2

Additions through acquisitions 1	556.5
Reductions through divestitures	(14.5)

Currency translation	4.0
Balance as of December 31, 2023	2,402.2

Additions through acquisitions 2	140.8
Reductions through divestitures	(1.2)

Currency translation	(3.8)
Balance as of March 31, 2024	$	2,538.0

1Our purchase price allocation for the 2022 acquisitions were finalized in 2023. As a result, we added $363.1 million of franchise value. Preliminary purchase price allocation for a portion of our 2023 acquisitions resulted in adding $193.4 million of franchise value. Our purchase price allocation for the remaining 2023 acquisitions are preliminary and franchise value is not yet allocated to our reporting units. These amounts are included in other non-current assets until we finalize our purchase accounting. See Note 12 – Acquisitions.

2Our purchase price allocations for a portion of the 2023 acquisitions were finalized in 2024. As a result, we added $140.8 million of franchise value. Our purchase price allocation for the remaining 2023 and 2024 acquisitions are preliminary and franchise value is not yet allocated to our reporting units. These amounts are included in other non-current assets until we finalize our purchase accounting. See Note 12 – Acquisitions.

NOTE 6. NET INVESTMENT IN OPERATING LEASES

Net investment in operating leases consists primarily of lease contracts for vehicles with individuals and business entities. Assets subject to operating leases are depreciated using the straight-line method over the term of the lease to reduce the asset to its estimated residual value. Estimated residual values are based on assumptions for used vehicle prices at lease termination and the number of vehicles that are expected to be returned.

Net investment in operating leases was as follows:


(in millions)	March 31, 2024		December 31, 2023
Vehicles, at cost 1	$	295.7	$	102.7
Accumulated depreciation 1	(16.3)		(11.2)
Net investment in operating leases	$	279.4	$	91.5

1Vehicles, at cost and accumulated depreciation are recorded in other current assets on the Consolidated Balance Sheets.

NOTE 7. COMMITMENTS AND CONTINGENCIES

Contract Liabilities

We are the obligor on our lifetime oil and at home valet contracts. Revenue is allocated to these performance obligations and is recognized over time as services are provided to the customer. The amount of revenue recognized is calculated, net of cancellations, using an input method, which most closely depicts performance of the contracts. Our contract liability balances were $385.5 million and $317.0 million as of March 31, 2024, and December 31, 2023, respectively; and we recognized $15.8 million of revenue in the three months ended March 31, 2024 related to our contract liability balance at December 31, 2023. Our contract liability balance is included in accrued liabilities and deferred revenue.

Leases

We lease certain dealerships, office space, land and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. We have elected not to bifurcate lease and non-lease components related to leases of real property.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 23 years or more. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

NOTES TO FINANCIAL STATEMENTS

Certain of our lease agreements include rental payments based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Our finance lease liabilities are included in long-term debt, with the current portion included in current maturities of long-term debt. The related assets are included in property, plant and equipment, net of accumulated amortization.

We rent or sublease certain real estate to third parties.

Litigation

We are party to numerous legal proceedings arising in the normal course of our business. Although we do not anticipate that the resolution of legal proceedings arising in the normal course of business will have a material adverse effect on our business, results of operations, financial condition, or cash flows, we cannot predict this with certainty.

NOTE 8. DEBT

Credit Facilities

US Bank Syndicated Credit Facility

On February 23, 2024, we amended our existing syndicated credit facility (USB credit facility), comprised of 21 financial institutions, including eight manufacturer-affiliated finance companies, maturing February 23, 2029. The amendment increased the total financing commitment and the amount to which the commitment could be further expanded.

This USB credit facility provides for a total financing commitment of $6.0 billion, which may be further expanded, subject to lender approval and the satisfaction of other conditions, up to a total of $6.5 billion. The allocation of the financing commitment is for up to $2.9 billion in new vehicle inventory floorplan financing, up to $800 million in used vehicle inventory floorplan financing, up to $100 million in service loaner vehicle floorplan financing, and up to $2.2 billion in revolving financing for general corporate purposes, including acquisitions and working capital. We have the option to reallocate the commitments under this USB credit facility, provided that the aggregate revolving loan commitment may not be more than 40% of the amount of the aggregate commitment, and the aggregate service loaner vehicle floorplan commitment may not be more than the 3% of the amount of the aggregate commitment. All borrowings from, and repayments to, our lending group are presented in the Consolidated Statements of Cash Flows as financing activities.

Our obligations under our USB credit facility are secured by a substantial amount of our assets, including our inventory (including new and used vehicles, parts and accessories), equipment, accounts receivable (and other rights to payment) and our equity interests in certain of our subsidiaries. Under our USB credit facility, our obligations relating to new vehicle floor plan loans are secured only by collateral owned by Lithia and its dealerships borrowing under the new vehicle floor plan portion of the USB credit facility.

The interest rate on the USB credit facility varies based on the type of debt, with the rate of one-day SOFR plus a credit spread adjustment of 0.10% plus a margin of 1.10% for new vehicle floor plan financing, 1.40% for used vehicle floor plan financing, 1.20% for service loaner floor plan financing, and a variable interest rate on the revolving financing ranging from 1.00% to 2.00% depending on our leverage ratio. The annual interest rates associated with our floor plan commitments are as follows:


Commitment			Annual Interest Rate at March 31, 2024
New vehicle floor plan			6.54%
Used vehicle floor plan			6.84%
Service loaner floor plan			6.64%
Revolving line of credit			6.44%

JPM Warehouse Facility

On February 23, 2024, we amended our securitization facility for our auto loan portfolio (JPM warehouse facility) with JPMorgan Chase Bank, as administrative agent and account bank, providing initial commitments for borrowings of up to $1.0 billion. The JPM warehouse facility matures on July 18, 2025. The interest rate on the JPM

NOTES TO FINANCIAL STATEMENTS

warehouse facility varies based on the Daily Simple SOFR rate plus 1.15% to 1.95%. As of March 31, 2024, we had $389.0 million drawn on the JPM warehouse facility.

Mizuho Warehouse Facility

On February 16, 2024, we amended our securitization facility for our auto loan portfolio (Mizuho warehouse facility), with Mizuho Bank Ltd. as administrative agent and account bank, providing initial commitments for borrowings of up to $750 million. The Mizuho warehouse facility matures on July 20, 2026. The interest rate on the Mizuho warehouse facility varies based on the Daily Simple SOFR rate plus 1.20%. As of March 31, 2024, we had $247.0 million drawn on the Mizuho warehouse facility.

Bank of Nova Scotia Syndicated Credit Facility

On March 18, 2024, we amended our syndicated credit agreement with The Bank of Nova Scotia as agent (BNS credit facility), comprised of six financing institutions, including two manufacturer-affiliated finance companies, to extend the maturity date.

The BNS credit facility provides for a total financing commitment of approximately $1.1 billion CAD, including a working capital revolving credit facility of up to $100 million CAD, a wholesale flooring facility for new vehicles up to $500 million CAD, used vehicle flooring facility of up to $100 million CAD, wholesale leasing facility of up to $400 million CAD, and daily rental vehicle facility up to $25 million CAD.

The interest rate on the Bank of Nova Scotia syndicated credit facility varies based on the type of debt, with the daily compound rate of the Canadian Overnight Repo Rate Average (CORRA) plus a margin of 1.00-1.30%. The annual interest rates associated with our floor plan commitments are as follows:


Commitment			Annual Interest Rate at March 31, 2024
Wholesale flooring facility			6.05%
Used vehicle flooring facility			6.30%
Daily rental facility			6.25%
Wholesale leasing facility			6.35%
Working capital revolving facility			6.30%

All Canadian facilities other than the wholesale flooring facility, which is a demand facility, mature on March 18, 2027. The credit agreement includes various financial and other covenants typical of such agreements.

Non-Recourse Notes Payable

In 2024, we issued $329.4 million in non-recourse notes payable related to asset-backed term funding transactions. Below is a summary of outstanding non-recourse notes payable issued:

($ in millions)

Balance as of March 31, 2024

Initial Principal Amount

Issuance Date

Interest Rate Range

Final Distribution Date

LAD Auto Receivables Trust 2021-1 Class A-D

82.6

344.4

11/24/21

1.30% to 3.99%

Various dates through Nov 2029

LAD Auto Receivables Trust 2022-1 Class A-C

131.6

298.1

08/17/22

5.21% to 6.85%

Various dates through Apr 2030

LAD Auto Receivables Trust 2023-1 Class A-D

279.0

479.7

02/14/23

5.48% to 7.30%

Various dates through Jun 2030

LAD Auto Receivables Trust 2023-2 Class A-D

362.5

556.7

05/24/23

5.42% to 6.30%

Various dates through Feb 2031

LAD Auto Receivables Trust 2023-3 Class A-D

316.9

415.4

08/23/23

5.95% to 6.92%

Various dates through Dec 2030

LAD Auto Receivables Trust 2023-4 Class A-D

352.4

421.2

11/15/23

6.10% to 7.37%

Various dates through Apr 2031

LAD Auto Receivables Trust 2024-1 Class A-D

306.5

329.4

02/14/24

5.17% to 6.15%

Various dates through Jun 2031

Total non-recourse notes payable

1,831.5

2,844.9

NOTES TO FINANCIAL STATEMENTS

NOTE 9. RETIREMENT PLANS AND POSTRETIREMENT BENEFITS

Company-Sponsored Defined Benefit Pension Plan

In January 2024, we acquired Pendragon PLC’s Fleet Management and UK Motor Divisions in the United Kingdom, which included the assumption of its company-sponsored defined benefit plan applicable to a portion of the salaried present and past employees, closed to future accrual. At the time of acquisition, these balances increased our defined benefit obligations $465.7 million and increased our fair value of plan assets $466.4 million.

Net Periodic (Benefit) Cost

Interest cost represents the increase in the projected benefit obligation, which is a discounted amount, due to the passage of time. The expected return on plan assets reflects the computed amount of current-year earnings from the investment of plan assets using an estimated long-term rate of return.


($ in millions)	March 31, 2024

Interest cost	$	5.6
Expected return on plan assets	(6.2)





Net periodic benefit	$	(0.6)

During the three months ended March 31, 2024, funding of pension plans was $12.7 million. For the remainder of 2024, we estimate approximately $3.3 million of cash contributions.

NOTE 10. EQUITY

Repurchases of Common Stock

Repurchases of our common stock occurred under a repurchase authorization granted by our Board of Directors and related to shares withheld as part of the vesting of restricted stock units (RSUs). Share repurchases under our authorization were as follows:


	Repurchases Occurring in 2024			Cumulative Repurchases as of March 31, 2024
	Shares	Average Price		Shares	Average Price
Share Repurchase Authorization	—	$	—	7,047,510	$	174.96

As of March 31, 2024, we had $467.0 million available for repurchases pursuant to our share repurchase authorization from our Board of Directors in 2022 and prior years.

In addition, during 2024, we repurchased 45,516 shares at an average price of $329.21 per share, for a total of $15.0 million, related to tax withholding associated with the vesting of RSUs. The repurchase of shares related to tax withholding associated with stock awards does not reduce the number of shares available for repurchase as approved by our Board of Directors.

NOTE 11. FAIR VALUE MEASUREMENTS

Factors used in determining the fair value of our financial assets and liabilities are summarized into three broad categories:

•Level 1 - quoted prices in active markets for identical securities;

•Level 2 - other significant observable inputs, including quoted prices for similar securities, interest rates, prepayment spreads, credit risk; and

•Level 3 - significant unobservable inputs, including our own assumptions in determining fair value.

We determined the carrying value of cash equivalents, accounts receivable, trade payables, accrued liabilities, finance receivables, and short-term borrowings approximate their fair values because of the nature of their terms and current market rates of these instruments. We believe the carrying value of our variable rate debt approximates fair value.

Beginning in January of 2024, our captive insurance subsidiary began investing the cash in excess of current needs in marketable securities, recorded as part of Other current assets in the Consolidated Balance Sheets. For the

NOTES TO FINANCIAL STATEMENTS

three-month period ended March 31, 2024, the net unrealized investment losses, net of tax, of $0.2 million were recorded in Other comprehensive income (loss) and the net realized investment gains of $0.1 million were recorded in Other income, net. Amortized cost for these marketable securities was $50.1 million as of March 31, 2024.

We have fixed rate debt primarily consisting of amounts outstanding under our senior notes, non-recourse notes payable, and real estate mortgages. We calculated the estimated fair value of the senior notes using quoted prices for the identical liability (Level 1). The fair value of non-recourse notes payable are measured using observable Level 2 market expectations at each measurement date. The calculated estimated fair values of the fixed rate real estate mortgages and finance lease liabilities use a discounted cash flow methodology with estimated current interest rates based on a similar risk profile and duration (Level 2). The fixed cash flows are discounted and summed to compute the fair value of the debt.

We have derivative instruments consisting of an offsetting set of interest rate caps. The fair value of derivative assets and liabilities are measured using observable Level 2 market expectations at each measurement date and is recorded as other current assets, current liabilities and other long-term liabilities in the Consolidated Balance Sheets.

Nonfinancial assets such as goodwill, franchise value, or other long-lived assets are measured and recorded at fair value during a business combination or when there is an indicator of impairment. We evaluate our goodwill and franchise value using a qualitative assessment process. If the qualitative factors determine that it is more likely than not that the carrying value exceeds the fair value, we would further evaluate for potential impairment using a quantitative assessment. The quantitative assessment estimates fair values using unobservable (Level 3) inputs by discounting expected future cash flows of the store for franchise value, or reporting unit for goodwill. The forecasted cash flows contain inherent uncertainties, including significant estimates and assumptions related to growth rates, margins, working capital requirements, and cost of capital, for which we utilize certain market participant-based assumptions we believe to be reasonable. We estimate the value of other long-lived assets that are recorded at fair value on a non-recurring basis on a market valuation approach. We use prices and other relevant information generated primarily by recent market transactions involving similar or comparable assets, as well as our historical experience in divestitures, acquisitions and real estate transactions. Additionally, we may use a cost valuation approach to value long-lived assets when a market valuation approach is unavailable. Under this approach, we determine the cost to replace the service capacity of an asset, adjusted for physical and economic obsolescence. When available, we use valuation inputs from independent valuation experts, such as real estate appraisers and brokers, to corroborate our estimates of fair value. Real estate appraisers’ and brokers’ valuations are typically developed using one or more valuation techniques including market, income and replacement cost approaches. Because these valuations contain unobservable inputs, we classified the measurement of fair value of long-lived assets as Level 3.

There were no changes to our valuation techniques during the three-month period ended March 31, 2024.

NOTES TO FINANCIAL STATEMENTS

Below are our assets and liabilities that are measured at fair value:


	As of March 31, 2024								As of December 31, 2023
($ in millions)	Carrying Value		Level 1		Level 2		Level 3		Carrying Value		Level 1		Level 2		Level 3
Recorded at fair value
Marketable securities
Equity securities	$	2.0	$	2.0	$	—	$	—	$	—	$	—	$	—	$	—

U.S. Treasury	$	19.8	$	19.8	$	—	$	—	$	—	$	—	$	—	$	—
Corporate debt	28.1		—		28.1		—		—		—		—		—
Total debt securities	$	47.9	$	19.8	$	28.1	$	—	$	—	$	—	$	—	$	—

Derivatives
Derivative assets	$	11.0	$	—	$	11.0	$	—	$	12.3	$	—	$	12.3	$	—
Derivative liabilities	11.0		—		11.0		—		12.3		—		12.3		—

Recorded at historical value
Fixed rate debt 1
4.625% Senior notes due 2027	$	400.0	$	383.0	$	—	$	—	$	400.0	$	380.0	$	—	$	—
4.375% Senior notes due 2031	550.0		490.9		—		—		550.0		492.3		—		—
3.875% Senior notes due 2029	800.0		720.0		—		—		800.0		716.0		—		—
Non-recourse notes payable	1,831.5		—		1,828.3		—		1,705.6		—		1,705.1		—
Real estate mortgages and other debt	723.4		—		744.6		—		603.5		—		644.5		—

1Excluding unamortized debt issuance costs

NOTE 12. ACQUISITIONS

In the first three months of 2024, we completed the following acquisitions:

•In January 2024, Pendragon PLC’s Fleet Management and UK Motor Divisions in the United Kingdom.

•In February 2024, Carousel Motor Group in Minnesota and Wisconsin.

Revenue and operating income contributed by the 2024 acquisitions subsequent to the date of acquisition were as follows (in millions):


Three Months Ended March 31,	2024
Revenue	$	985.4
Operating income	13.6

In the first three months of 2023, we completed the following acquisitions:

•In February 2023, Thornhill Acura in Canada.

•In March 2023, Jardine Motors Group UK Limited in the United Kingdom.

All acquisitions were accounted for as business combinations under the acquisition method of accounting. The results of operations of the acquired stores are included in our Consolidated Financial Statements from the date of acquisition.

The following tables summarize the consideration paid for the 2024 acquisitions and the preliminary purchase price allocations for identified assets acquired and liabilities assumed as of the acquisition date:


(in millions)	Consideration
Cash paid, net of cash acquired	$	1,074.4

NOTES TO FINANCIAL STATEMENTS


(in millions)	Assets Acquired and Liabilities Assumed
Trade receivables, net	$	119.0
Inventories	972.1


Property and equipment	499.6
Operating lease right-of-use assets	289.7
Net investment in operating leases	181.5

Deferred taxes, net	20.5
Other assets	494.1
Trade payables	(39.6)
Floor plan notes payable	(868.1)


Operating lease liability	(283.9)
Other liabilities and deferred revenue	(310.5)
Total net assets acquired and liabilities assumed	$	1,074.4

The purchase price allocations for the acquisitions from the third quarter of 2023 through the first quarter of 2024 are preliminary, and we have not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. We recorded the purchase price allocations based upon information that is currently available and recorded unallocated items as a component of other non-current assets in the Consolidated Balance Sheets.

We expect all of the goodwill related to North American acquisitions completed in 2023 and 2024 to be deductible for US federal income tax purposes. Due to local country laws, we do not expect goodwill related to UK acquisitions completed in 2023 and 2024 to be deductible for UK income tax purposes.

In the three-month period ended March 31, 2024, we recorded $7.7 million in acquisition-related expenses as a component of selling, general and administrative expense. Comparatively, we recorded $1.3 million of acquisition-related expenses in the same period of 2023.

The following unaudited pro forma summary presents consolidated information as if all acquisitions in the three-month periods ended March 31, 2024 and 2023 had occurred on January 1, 2023:


	Three Months Ended March 31,
(in millions, except per share amounts)	2024		2023
Revenue	$	9,024.4	$	8,197.2
Net income attributable to Lithia Motors, Inc.	170.8		245.7
Basic earnings per share attributable to Lithia Motors, Inc.	6.20		8.94
Diluted earnings per share attributable to Lithia Motors, Inc.	6.19		8.92

These amounts have been calculated by applying our accounting policies and estimates. The results of the acquired stores have been adjusted to reflect the following: depreciation on a straight-line basis over the expected lives for property and equipment, accounting for inventory on a specific identification method, and recognition of interest expense for real estate financing related to stores where we purchased the facility. No nonrecurring proforma adjustments directly attributable to the acquisitions are included in the reported proforma revenues and earnings.

NOTE 13. EARNINGS PER SHARE

We calculate basic earnings per share (EPS) by dividing net income attributable to Lithia Motors, Inc. by the weighted average number of common shares outstanding for the period, including vested RSU awards. Diluted EPS is calculated by dividing net income attributable to Lithia Motors, Inc. by the weighted average number of shares outstanding, adjusted for the dilutive effect of unvested RSU awards and employee stock purchases.

NOTES TO FINANCIAL STATEMENTS

The following is a reconciliation of net income attributable to Lithia Motors, Inc. and weighted average shares used for our basic EPS and diluted EPS:


Three Months Ended March 31,	Three Months Ended March 31,
(in millions, except per share amounts)	2024		2023
Net income attributable to Lithia Motors, Inc. and applicable to common stockholders	$	162.6	$	228.7

Weighted average common shares outstanding – basic	27.5		27.5
Effect of employee stock purchases and restricted stock units on weighted average common shares outstanding	0.1		—
Weighted average common shares outstanding – diluted	27.6		27.5

Basic earnings per share attributable to Lithia Motors, Inc.	$	5.90	$	8.32
Diluted earnings per share attributable to Lithia Motors, Inc.	$	5.89	$	8.30

The effect of antidilutive securities on common stock was evaluated for the three-month periods ended March 31, 2024 and 2023 and was determined to be immaterial.

NOTE 14. SEGMENTS

We operate in two reportable segments: Vehicle Operations and Financing Operations. Our Vehicle Operations consists of all aspects of our auto merchandising and service operations, excluding financing provided by our Financing Operations. Our Financing Operations segment provides financing to customers buying and leasing retail vehicles from our Vehicle Operations, as well as leasing vehicles from our fleet management services provider.

All other remaining unallocated corporate overhead expenses and internal charges are reported under “Corporate and Other”. Asset information by segment is not utilized for purposes of assessing performance or allocating resources and, as a result, such information has not been presented.

NOTES TO FINANCIAL STATEMENTS

Certain financial information on a segment basis is as follows:


	Three Months Ended March 31,
(in millions)		2024		2023
Vehicle operations revenue		$	8,561.8	$	6,973.8

Vehicle operations gross profit		1,335.2		1,211.5
Floor plan interest expense		(60.7)		(27.7)
Vehicle operations selling, general and administrative		(990.1)		(822.6)
Vehicle operations income		284.4		361.2

Financing operations interest margin:
Interest and fee income		77.3		49.3
Interest expense		(47.8)		(37.5)
Total interest margin		29.5		11.8
Lease income		22.4		4.6
Depreciation and amortization		(18.0)		(2.3)
Lease income, net		4.4		2.3
Selling, general and administrative		(10.6)		(8.6)
Provision expense		(25.0)		(26.3)
Financing operations loss		(1.7)		(20.8)

Total segment income for reportable segments		282.7		340.4

Corporate and other		55.8		58.2
Depreciation and amortization		(57.8)		(47.3)
Other interest expense		(63.6)		(39.0)
Other income, net		3.5		2.0
Income before income taxes		$	220.6	$	314.3

NOTE 15. RECENT ACCOUNTING PRONOUNCEMENTS

In November 2023, the Financial Accounting Standards Board (FASB) issued an accounting standards update (ASU) 2023-07 related to improvements to reportable segment disclosures. The amendments in this update require additional disclosure of significant expenses related to our reportable segments, additional segment disclosures on an interim basis, and qualitative disclosures regarding the decision making process for segment resources. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We have adopted this pronouncement and plan to make the necessary updates to our segment disclosures for the year ending December 31, 2024, and, aside from these disclosure changes, we do not expect the amendments to have a material effect on our financial statements.

In December 2023, the FASB issued ASU 2023-09 related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. We plan to adopt this pronouncement and make the necessary updates to our disclosures for the year ending December 31, 2025, and, aside from these disclosure changes, we do not expect the amendments to have a material effect on our financial statements.

NOTES TO FINANCIAL STATEMENTS

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

Forward-Looking Statements and Risk Factors

Certain statements under the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” and elsewhere in this Form 10-Q constitute forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Generally, you can identify forward-looking statements by terms such as “project,” “outlook,” “target,” “may,” “will,” “would,” “should,” “seek,” “expect,” “plan,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “likely,” “goal,” “strategy,” “future,” “maintain,” and “continue” or the negative of these terms or other comparable terms. Examples of forward-looking statements in this Form 10-Q include, among others, statements we make regarding:

•Future market conditions, including anticipated car and other sales levels and the supply of inventory

•Our business strategy and plans, including our achieving our long-term EPS target

•The growth, expansion, make-up and success of our network, including our finding accretive acquisitions and acquiring additional stores

•Annualized revenues from acquired stores

•The growth and performance of our Driveway e-commerce home solution and Driveway Finance Corporation (DFC), their synergies and other impacts on our business and our ability to meet Driveway and DFC-related targets

•The impact of sustainable vehicles and other market and regulatory changes on our business

•Our capital allocations and uses and levels of capital expenditures in the future

•Expected operating results, such as improved store performance, continued improvement of selling, general and administrative expenses (SG&A) as a percentage of gross profit and any projections

•Our anticipated financial condition and liquidity, including from our cash and the future availability of our credit facilities, unfinanced real estate and other financing sources

•Our continuing to purchase shares under our share repurchase program

•Our compliance with financial and restrictive covenants in our credit facilities and other debt agreements

•Our programs and initiatives for employee recruitment, training, and retention

•Our strategies and targets for customer retention, growth, market position, operations, financial results and risk management

The forward-looking statements contained in this Form 10-Q involve known and unknown risks, uncertainties and situations that may cause our actual results to materially differ from the results expressed or implied by these statements. Certain important factors that could cause actual results to differ from our expectations are discussed in the Risk Factors section of our 2023 Annual Report on Form 10-K, as supplemented and amended from time to time in Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission (SEC).

By their nature, forward-looking statements involve risks and uncertainties because they relate to events that depend on circumstances that may or may not occur in the future. You should not place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. We assume no obligation to update or revise any forward-looking statement.

Overview

Lithia and Driveway (LAD) is one of the largest global automotive retailers providing an array of products and services throughout the vehicle ownership lifecycle. Simple, convenient and transparent experiences are offered through our comprehensive network of physical locations, e-commerce platforms, captive finance solutions and other synergistic adjacencies. We have delivered consistent profitable growth in a massive and unconsolidated industry. Our highly diversified and competitively differentiated design provides us the flexibility and scale to pursue our vision to modernize personal transportation solutions wherever, whenever and however consumers desire. As of March 31, 2024, we operated 482 locations representing 51 brands in three countries.

We offer a wide array of products and services fulfilling the entire vehicle ownership lifecycle including new and used vehicles, financing and insurance products and automotive repair and maintenance. We strive for diversification in our products, services, brands and geographic locations to reduce dependence on any one manufacturer, reduce susceptibility to changing consumer preferences, manage market risk and maintain profitability. Our diversification, along with our operating structure, provides a resilient and nimble business model.

MANAGEMENT’S DISCUSSION AND ANALYSIS

We seek to provide customers with a seamless, blended online and physical retail experience, broad selection and access to specialized expertise and knowledge. Our comprehensive network enables us to provide convenient touch points for customers and provides services throughout the vehicle life cycle. We seek to increase market share and optimize profitability by focusing on the consumer experience and applying proprietary performance measurement systems fueled by data science. Our Driveway and GreenCars brands complement our in-store experiences in the United States and provide convenient, simple and transparent platforms that serve as our e-commerce home solutions and allow us to deliver differentiated, proprietary digital experiences. Enhancing our business with Driveway Finance Corporation (DFC), our captive auto finance division, allows us to provide financing solutions for customers and diversify our business model with an adjacent product.

Our long-term strategy to create value for our customers, employees and shareholders includes the following elements:

Driving operational excellence, innovation and diversification

LAD builds magnetic brand loyalty in our 482 stores and with Driveway, our e-commerce home delivery experience, and GreenCars, our electric vehicle learning resource and marketplace. Operational excellence is achieved by focusing the business on convenient and transparent consumer experiences supported by proprietary data science to improve market share, consumer loyalty, and profitability. By promoting an entrepreneurial model with our in-store experiences, we build strong businesses responsive to each of our local markets. Utilizing performance-based action plans, we develop high-performing teams and foster manufacturer relationships.

In response to evolving consumer preferences, we invest in modernization that supports and expands our core business. These digital strategies combine our experienced, knowledgeable workforce with our owned inventory and physical network of stores, enabling us to be agile and adapt to consumer preferences and market specific conditions. Additionally, we systematically explore transformative adjacencies, which are identified to be synergistic and complementary to our existing business such as DFC, our captive auto loan portfolio.

Our investments in modernization are well under way and are taking hold with our teams as they provide digital shopping experiences including finance, contactless test drives and home delivery or curbside pickup for vehicle purchases. Our people and these solutions power our national brands, overlaying our physical footprint in a way that we believe attracts a larger population of digital consumers seeking transparent, empowered, flexible and simple buying and servicing experiences.

Our performance-based culture is geared toward an incentive-based compensation structure for a majority of our personnel. We develop pay plans that are measured based upon various factors such as customer satisfaction, profitability and individual performance metrics. These plans serve to reward team members for creating customer loyalty, achieving store potential, developing high-performing talent, meeting and exceeding manufacturer requirements and living our core values.

We have centralized many administrative functions to drive efficiencies and streamline store-level operations. The reduction of administrative functions at our stores allows our local managers to focus on customer-facing opportunities to increase revenues and gross profit. Our operations are supported by regional and corporate management, as well as dedicated training and personnel development programs which allow us to share best practices across our network and develop management talent.

Growth through acquisition and network optimization

Our acquisition growth strategy has been successful both financially and culturally. Our disciplined approach focuses on acquiring new vehicle franchises, which operate in markets ranging from mid-sized regional markets to metropolitan markets. Acquisition of these businesses increases our proximity to consumers throughout North America and the United Kingdom. While we target annual after tax return of more than 15% for our acquisitions, we have averaged over a 25% return by the third year of ownership due to a disciplined approach focusing on accretive, cash flow positive targets at reasonable valuations. In addition to being financially accretive, acquisitions aim to drive network growth that improves our ability to serve customers through vast selection, greater density and access to customers and ability to leverage national branding and advertising.

As we focus on expanding our physical network of stores, one of the criteria we evaluate is a valuation multiple between 3x to 6x of investment in intangibles to estimated annualized adjusted EBITDA, with various factors

MANAGEMENT’S DISCUSSION AND ANALYSIS

including location, ability to expand our network and talent considered in determining value. We also target an investment in intangibles as a percentage of annualized revenues in the range of 15% to 30%.

We regularly optimize and balance our network through strategic divestitures to ensure continued high performance. We believe our disciplined approach provides us with attractive acquisition opportunities and expanded coast-to-coast coverage.

Thoughtful capital allocation

We manage our liquidity and available cash to support our long-term plan focused on growth through acquisitions and investments in our existing business, technology and adjacencies that expand and diversify our business model. In the current market of elevated acquisition pricing, we have adjusted our free cash flow deployment strategy. Under current conditions, including recent trends in our stock price, we may consider repurchases as a more attractive use of funds than acquisitions. Our current free cash flow deployment strategy has shifted to an allocation of 50 to 60% investment in acquisitions, 25% investment in capital expenditures, innovation, and diversification and 15 to 25% in shareholder return in the form of dividends and share repurchases. During the first three months of 2024, we utilized $79.6 million for capital expenditures investing in our existing business and paid $13.8 million in dividends. As of March 31, 2024, we had available liquidity of approximately $1.3 billion, which was comprised of $264.4 million in unrestricted cash, $49.9 million in marketable securities, and $1.0 billion availability on our credit facilities. In addition, our unfinanced real estate could provide additional liquidity of approximately $0.3 billion.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Financial Performance

We experienced growth of revenue in 2024 compared to 2023, primarily driven by increases in volume related to acquisitions, complemented by organic growth in new vehicle retail sales and service, body and parts sales. Gross profit on new and used vehicle retail sales declined compared to 2023 due to continued normalization of margins. Net income decline was primarily driven by this margin normalization, increased interest expense, and increased SG&A as a percentage of gross profit.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Vehicle Operations

Key performance metrics for revenue and gross profit were as follows:


	Three Months Ended March 31,
($ in millions, except per unit values)		2024			2023			Change
Revenues
New vehicle retail		$	4,014.1		$	3,278.9		22.4	%
Used vehicle retail		2,800.8			2,227.5			25.7

Finance and insurance		340.6			318.3			7.0
Service, body and parts		912.8			736.3			24.0

Total revenues		8,561.8			6,973.8			22.8

Gross profit
New vehicle retail		$	295.3		$	333.8		(11.5)	%
Used vehicle retail		182.7			165.7			10.3

Finance and insurance		340.6			318.3			7.0
Service, body and parts		502.0			394.4			27.3

Total gross profit		1,335.2			1,211.5			10.2

Gross profit margins
New vehicle retail		7.4		%	10.2		%	(280)	bps
Used vehicle retail		6.5			7.4			(90)

Finance and insurance		100.0			100.0			—
Service, body and parts		55.0			53.6			140

Total gross profit margin		15.6			17.4			(180)

Retail units sold
New vehicles		85,683			67,796			26.4	%
Used vehicles		102,436			78,142			31.1

Average selling price per retail unit
New vehicles		$	46,848		$	48,364		(3.1)	%
Used vehicles		27,342			28,506			(4.1)

Average gross profit per retail unit
New vehicles		$	3,447		$	4,924		(30.0)	%
Used vehicles		1,783			2,120			(15.9)
Finance and insurance		1,811			2,181			(17.0)
Total vehicle 1		4,346			5,585			(22.2)

1Includes the sales and gross profit related to new, used retail, used wholesale and finance and insurance and unit sales for new and used retail.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Same Store Operating Data

We believe that same store comparisons are an important indicator of our financial performance. Same store measures demonstrate our ability to grow revenues in our existing locations. As a result, same store measures have been integrated into the discussion below.

Same store measures reflect results for stores that were operating in each comparison period and only include the months when operations occurred in both periods. For example, a store acquired in February 2023 would be included in same store operating data beginning in March 2024, after its first complete comparable month of operation. The first quarter operating results for the same store comparisons would include results for that store in only the month of March for both comparable periods.


	Three Months Ended March 31,
($ in millions, except per unit values)		2024			2023			Change
Revenues
New vehicle retail		$	3,261.0		$	3,188.7		2.3	%
Used vehicle retail		2,039.6			2,148.0			(5.0)
Finance and insurance		297.7			312.7			(4.8)
Service, body and parts		740.2			717.5			3.2
Total revenues		6,639.8			6,771.1			(1.9)

Gross profit
New vehicle retail		$	235.7		$	323.5		(27.1)	%
Used vehicle retail		152.6			160.6			(5.0)
Finance and insurance		297.7			312.7			(4.8)
Service, body and parts		409.7			384.4			6.6
Total gross profit		1,094.8			1,180.3			(7.2)

Gross profit margins
New vehicle retail		7.2		%	10.1		%	(290)	bps
Used vehicle retail		7.5			7.5			—
Finance and insurance		100.0			100.0			—
Service, body and parts		55.4			53.6			180
Total gross profit margin		16.5			17.4			(90)

Retail units sold
New vehicles		68,373			65,980			3.6	%
Used vehicles		74,710			75,928			(1.6)

Average selling price per retail unit
New vehicles		$	47,695		$	48,328		(1.3)	%
Used vehicles		27,300			28,290			(3.5)

Average gross profit per retail unit
New vehicles		$	3,448		$	4,903		(29.7)	%
Used vehicles		2,043			2,116			(3.4)
Finance and insurance		2,080			2,204			(5.6)
Total vehicle 1		4,760			5,594			(14.9)

1Includes the sales and gross profit related to new, used retail, used wholesale and finance and insurance and unit sales for new and used retail.

New Retail Vehicles

We believe that our new vehicle retail sales create incremental profit opportunities through certain manufacturer incentive programs, arranging of third-party financing, vehicle service and insurance contracts, future resale of used vehicles acquired through trade-in, and parts and service work. Our leaders in each market continue to adapt to changing conditions, respond to customer needs and manage inventory availability and selection.

MANAGEMENT’S DISCUSSION AND ANALYSIS

YTD 2024 vs. YTD 2023

New vehicle retail revenue for the three months ended March 31, 2024 increased 22.4% compared to the same period of 2023 primarily due to acquisition activity. Same store new vehicle retail revenue increased 2.3% due to an increase in unit volume of 3.6%, partially offset by a decrease in average selling prices of 1.3%.

Same store new vehicle retail gross profit per unit decreased 29.7%, driven by a decrease in new vehicle retail gross profit margins of 290 bps. Total same store new vehicle retail gross profit per unit, which includes the finance and insurance revenue generated from the sales of new retail vehicles, decreased $1,640 to $5,771.

Used Retail Vehicles

Used vehicle retail sales are a strategic focus for organic growth. We offer three categories of used vehicles: manufacturer certified pre-owned (CPO) vehicles; core vehicles, or late-model vehicles with lower mileage; and value autos, or vehicles with over 80,000 miles. We continue to focus on procuring vehicles across the full spectrum of the addressable used vehicle market to provide customers with a wide selection meeting all levels of affordability, driving increased used vehicle unit volumes. Our used vehicle operations provide an opportunity to generate sales to customers unable or unwilling to purchase a new vehicle, sell brands other than the store’s new vehicle franchise(s) and increase sales from finance and insurance and parts and service.

We have established a company-wide target of achieving a per store average of 100 used retail units per month. Strategies to achieve this target include reducing wholesale sales and selling the full spectrum of used units, from late model CPO models to vehicles up to twenty years old. For the trailing twelve months ended March 31, 2024, our stores sold an average of 84 used vehicles per store per month.

YTD 2024 vs. YTD 2023

Used vehicle retail revenue for the three months ended March 31, 2024 increased 25.7% compared to the same period of 2023 driven by acquisition activity. On a same store basis, used vehicle retail sales decreased 5.0% due to a decrease in average selling prices of 3.5% and a decrease in unit volume of 1.6%. Volume decreases were driven by decreasing volumes associated with core vehicles. Total same store used vehicle retail gross profit per unit, which includes the finance and insurance revenue generated from the sales of used retail vehicles, decreased $154 to $3,901.

Finance and Insurance

We believe that arranging vehicle financing is an important part of our ability to sell vehicles, and we attempt to arrange financing for every vehicle we sell. We also offer related products such as extended warranties, insurance contracts and vehicle and theft protection which drive continued engagement with the consumer throughout the ownership lifecycle.

YTD 2024 vs. YTD 2023

Total finance and insurance income increased 7.0% in the three months ended March 31, 2024 compared to the same period of 2023, driven by acquisition activity. Same store finance and insurance revenues decreased 4.8%, driven by a decline in service contract penetration rates. On a same store basis, our finance and insurance revenue per retail unit decreased $123 to $2,080.

Service, body and parts

We provide automotive repair and maintenance services for customers for the new vehicle brands sold by our stores, as well as service and repairs for most other makes and models. These after sales services are an integral part of our customer retention and the largest contributor to our overall profitability. Earnings from after sales continue to prove to be more resilient during economic downturns, when owners tend to repair their existing vehicles rather than buy new vehicles.

YTD 2024 vs. YTD 2023

Our service, body, and parts revenue increased 24.0% in the three months ended March 31, 2024 compared to the same period of 2023, driven by acquisitions, as well as an increase in warranty and customer pay revenues. Same store customer pay revenues was the largest contribution to our service, body and parts revenue at $414.8 million.

Same store service, body and parts gross profit increased 6.6%. This increase was primarily due to increased volumes of warranty and customer pay transactions. Overall same store service, body, and parts gross margins

MANAGEMENT’S DISCUSSION AND ANALYSIS

increased 180 bps, primarily as a result of our mix continuing to shift towards customer pay, which has higher margins than other service work. Same store customer pay gross margin increased 30 bps.

Financing Operations

In the United States, Financing Operations is a captive lender, originating loans only from our stores and Driveway. In Canada, Financing Operations originates loans and leases from both our Canadian stores and third-party dealerships. In the United Kingdom, Financing Operations is related to our fleet management leasing operations. Financing Operations provides an opportunity to capture additional profits, cash flows, and sales while managing our reliance on third-party finance sources.

Financing Operations income reflects the interest and fee income generated by the portfolio of auto loan and finance lease receivables, plus the lease income generated by our net investment in operating leases, less the interest expense associated with the debt utilized to fund the lending, including internal capital, a provision for estimated loan and lease losses, depreciation on vehicles leased via operating leases, and directly-related expenses.

Selected Financing Operations Financial Information


	Three Months Ended March 31,
($ in millions)		2024		% 1	2023		% 1
Interest margin:
Interest and fee income		$	77.3	9.0	$	49.3	8.1
Interest expense		(47.8)		(5.6)	(37.5)		(6.2)
Total interest margin		29.5		3.5	11.8		1.9
Lease income		22.4			4.6
Depreciation and amortization		(18.0)			(2.3)
Lease income, net		4.4			2.3
Selling, general and administrative		(10.6)			(8.6)
Provision expense		(25.0)		(2.9)	(26.3)		(4.3)
Financing operations loss		$	(1.7)		$	(20.8)

Total average managed finance receivables		$	3,436.6		$	2,461.9

1Annualized percentage of total average managed finance receivables.

DFC Portfolio Information1


	Three Months Ended March 31,
($ in millions)		2024			2023
Loan origination information
Net loans originated		$	492.8		$	629.1
Vehicle units financed		17,219			20,928
Total penetration rate 2		11.7		%	14.3		%
Weighted average contract rate		10.2		%	9.0		%
Weighted average credit score 3		735			731
Weighted average FE LTV 4		95.2		%	95.9		%
Weighted average term (in months)		72			73

Loan performance information
Total ending managed receivables		$	3,349.7		$	2,516.0
Total average managed receivables		$	3,263.7		$	2,312.7
Allowance for loan losses		$	107.9		$	78.0
Allowance for loan losses as a percentage of ending managed receivables		3.2		%	3.1		%
Net credit losses on managed receivables		19.3			13.4
Annualized net credit losses as a percentage of total average managed receivables		2.4		%	2.3		%
Past due accounts as a percentage of ending managed receivables 5		3.8		%	3.7		%
Average recovery rate 6		43.2		%	53.9		%

1Excludes Canadian portfolio

2Units financed as a percentage of total new and used vehicle retail units sold.

MANAGEMENT’S DISCUSSION AND ANALYSIS

3The credit scores represent FICO scores and reflect only receivables with obligors that have a FICO score at the time of application. For receivables with co-borrowers, the FICO score is the primary borrower’s. FICO scores are not a significant factor in our proprietary credit model, which relies on information from credit bureaus and other application information.

4Front-end loan-to-value represents the ratio of the amount financed to the total collateral value, which is measured as the vehicle selling price plus applicable taxes, title and fees.

5Past due means loans at least 3 months old that are 30 or more days delinquent

6The average recovery rate represents the average percentage of the outstanding principal balance we receive when a vehicle is repossessed and liquidated, generally at wholesale auctions.

YTD 2024 vs. YTD 2023

Financing operations loss decreased in the three months ended March 31, 2024 compared to the same period of 2023 primarily due to the addition of the UK Financing Operations business and increased contract rates to borrowers, resulting in an expansion of total interest margin to 3.5%.

The weighted average contract rate on loans originated in the three months ended March 31, 2024 increased to 10.2%, compared with 9.0% in the same period of 2023. The decrease in provision expense compared to the year ago quarter reflected the increased credit quality of the portfolio and strong performance of our operational teams. The decrease in selling, general and administrative expenses as a percentage of receivables compared to the year ago quarter reflected improved operational performance and economies of scale.

Operating Expenses

Selling, General and Administrative Expense (SG&A)

SG&A includes salaries and related personnel expenses, advertising (net of manufacturer cooperative advertising credits), rent, facility costs, and other general corporate expenses.

YTD 2024 vs. YTD 2023


	Three Months Ended March 31,				Increase		% Increase
($ in millions)	2024		2023
Personnel	$	602.4	$	509.0	$	93.4	18.3	%
Advertising	63.4		59.9		3.5		5.8
Rent	30.4		18.9		11.5		60.8
Facility costs 1	58.8		41.3		17.5		42.4
Gain on sale of assets	(1.0)		(7.1)		6.1		NM
Other	180.3		142.4		37.9		26.6
Total SG&A	$	934.3	$	764.4	$	169.9	22.2	%

1Includes variable lease costs related to the reimbursement of actual costs incurred by our lessors for common area maintenance, property taxes and insurance on leased property.

NM - not meaningful


	Three Months Ended March 31,				Increase (Decrease)
As a % of gross profit	2024		2023
Personnel	45.1	%	42.0	%	310	bps
Advertising	4.8		4.9		(10)
Rent	2.3		1.6		70
Facility costs	4.4		3.4		100
Gain on sale of assets	(0.1)		(0.6)		50
Other	13.5		11.8		170
Total SG&A	70.0	%	63.1	%	690	bps

SG&A as a percentage of gross profit was 70.0% for the three months ended March 31, 2024 compared to 63.1% for the same period of 2023. Total SG&A expense increased 22.2%, driven by increases in all areas, primarily as a result of our growth in the United Kingdom.

On a same store basis and excluding non-core charges, SG&A as a percentage of gross profit was 66.9% compared to 62.8% for the same period of 2023. The increase was primarily related to the decrease in gross profit exceeding the decrease in same store SG&A costs.

MANAGEMENT’S DISCUSSION AND ANALYSIS

SG&A expense adjusted for non-core charges was as follows:

YTD 2024 vs. YTD 2023


	Three Months Ended March 31,				Increase (Decrease)		% Increase
($ in millions)	2024		2023
Personnel	$	602.4	$	509.0	$	93.4	18.3	%
Advertising	63.4		59.9		3.5		5.8	%
Rent	30.4		18.9		11.5		60.8	%
Facility costs1	58.8		41.3		17.5		42.4	%
Adjusted (gain) loss on sale of assets	(1.0)		0.1		(1.1)		NM
Adjusted other	172.6		130.9		41.7		31.9	%
Adjusted total SG&A	$	926.6	$	760.1	$	166.5	21.9	%

1Includes variable lease costs related to the reimbursement of actual costs incurred by our lessors for common area maintenance, property taxes and insurance on leased property.

NM - not meaningful


	Three Months Ended March 31,				Increase (Decrease)
As a % of gross profit	2024		2023
Personnel	45.1	%	42.0	%	310	bps
Advertising	4.8		4.9		(10)
Rent	2.3		1.6		70
Facility costs	4.4		3.4		100
Adjusted gain on sale of assets	(0.1)		—		(10)
Adjusted other	12.9		10.8		210
Adjusted total SG&A	69.4	%	62.7	%	670	bps

Adjusted SG&A for the three months ended March 31, 2024 excludes $7.7 million in acquisition-related expenses.

Adjusted SG&A for the three months ended March 31, 2023 excludes $10.1 million in one-time contract buyouts, $1.3 million in acquisition-related expenses and $0.1 million in storm insurance charges, offset by a $7.2 million net gain on store disposals.

Adjusted SG&A is a non-GAAP measure. See “Non-GAAP Reconciliations” for more details.

Floor Plan Interest Expense and Floor Plan Assistance

Floor plan assistance is provided by manufacturers to support store financing of new vehicle inventory and is recorded as a component of new vehicle gross profit when the specific vehicle is sold. However, because manufacturers provide this assistance to offset inventory carrying costs, we believe a comparison of floor plan interest expense to floor plan assistance is a useful measure of the efficiency of our new vehicle sales relative to stocking levels.

Shown below are the details for carrying costs for new vehicles net of floor plan assistance earned:

YTD 2024 vs. YTD 2023


	Three Months Ended March 31,						%
($ in millions)	2024		2023		Change		Change
Floor plan interest expense (new vehicles)	$	60.7	$	27.7	$	33.0	119.1	%
Floor plan assistance (included as an offset to cost of sales)	(40.0)		(34.5)		(5.5)		15.9
Net new vehicle carrying costs (benefit)	$	20.7	$	(6.8)	$	27.5	(404.4)

Floor plan interest expense increased $33.0 million in the three months ended March 31, 2024 compared to the same period of 2023 due to rising interest rates and increased inventory levels.

Depreciation and Amortization

Depreciation and amortization is comprised of depreciation expense related to buildings, significant remodels or improvements, furniture, tools, equipment, signage, and amortization of certain intangible assets, including customer lists.

MANAGEMENT’S DISCUSSION AND ANALYSIS

YTD 2024 vs. YTD 2023


	Three Months Ended March 31,				Increase		% Increase
($ in millions)	2024		2023
Depreciation and amortization	$	57.8	$	47.3	$	10.5	22.2	%

Acquisition activity contributed to the increase in depreciation and amortization in 2024 compared to 2023. We acquired $1.0 billion of depreciable property as part of our acquisition activity over the twelve months ended March 31, 2024. For the three months ended March 31, 2024, we invested $79.6 million in capital expenditures. These investments increased the amount of depreciation expense in the three months ended March 31, 2024. See the discussion under “Liquidity and Capital Resources” for additional information.

Operating Income

Operating income as a percentage of revenue, or operating margin, was as follows:

YTD 2024 vs. YTD 2023


	Three Months Ended March 31,
	2024		2023
Operating margin	4.0	%	5.4	%
Operating margin adjusted for non-core charges 1	4.1	%	5.5	%

1See “Non-GAAP Reconciliations” for more details.

Operating margin decreased 140 bps in the three months ended March 31, 2024 compared to the same period in 2023, primarily due to increased SG&A of 22.2% and a 10.2% decrease in gross profit.

Non-Operating Expenses

Other Interest Expense

Other interest expense includes interest on senior notes, debt incurred related to acquisitions, real estate mortgages, used and service loaner vehicle inventory financing commitments, and revolving lines of credit.

YTD 2024 vs. YTD 2023


	Three Months Ended March 31,				Increase		% Increase
($ in millions)	2024		2023
Mortgage interest	$	11.3	$	7.9	$	3.4	43.0	%
Other interest	53.6		31.9		21.7		68.0
Capitalized interest	(1.3)		(0.8)		0.5		NM
Total other interest expense	$	63.6	$	39.0	24.6		63.1

NM - not meaningful

Other interest expense for the three months ended March 31, 2024 increased $24.6 million related to increased borrowings and interest rates compared to the same period of 2023.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Income Tax Provision

Our effective income tax rate was as follows:


	Three Months Ended March 31,
	2024		2023
Effective income tax rate	25.2	%	26.9	%
Effective income tax rate excluding non-core items	25.0	%	26.9	%

Our effective income tax rate for the three months ended March 31, 2024 compared to last year was positively affected by a reduction in the current and deferred state tax rate due to the impact of global network expansion on worldwide combined reporting states, filing elections and statutory rate changes. Our rate was also positively affected by an increase in tax benefit from stock awards vesting in the current period and an increase in general business credits. Excluding non-core charges, we estimate our annual effective income tax rate to be 26.0%.

Non-GAAP Reconciliations

Non-GAAP measures do not have definitions under GAAP and may be defined differently by and not comparable to similarly titled measures used by other companies. As a result, we review any non-GAAP financial measures in connection with a review of the most directly comparable measures calculated in accordance with GAAP. We caution you not to place undue reliance on such non-GAAP measures, but also to consider them with the most directly comparable GAAP measures. We believe each of the non-GAAP financial measures below improves the transparency of our disclosures, provides a meaningful presentation of our results from the core business operations because they exclude items not related to our ongoing core business operations and other non-cash items, and improves the period-to-period comparability of our results from the core business operations. We use these measures in conjunction with GAAP financial measures to assess our business, including our compliance with covenants in our credit facility and in communications with our Board of Directors concerning financial performance. These measures should not be considered an alternative to GAAP measures.

The following tables reconcile certain reported non-GAAP measures, which we refer to as “adjusted,” to the most comparable GAAP measure from our Consolidated Statements of Operations.


	Three Months Ended March 31, 2024
(in millions, except per share amounts)	As reported		Acquisition expenses		Adjusted

Selling, general and administrative	$	934.3	$	(7.7)	$	926.6
Operating income	341.4		7.7		349.1


Income before income taxes	$	220.6	$	7.7	$	228.3
Income tax provision	(55.6)		(1.6)		(57.2)
Net income	165.0		6.1		171.1
Net income attributable to non-controlling interest	(1.5)		—		(1.5)
Net income attributable to redeemable non-controlling interest	(0.9)		—		(0.9)
Net income attributable to Lithia Motors, Inc.	$	162.6	$	6.1	$	168.7

Diluted earnings per share attributable to Lithia Motors, Inc.	$	5.89	$	0.22	$	6.11
Diluted share count	27.6

MANAGEMENT’S DISCUSSION AND ANALYSIS


	Three Months Ended March 31, 2023
(in millions, except per share amounts)	As reported		Net disposal gain on sale of stores		Investment loss		Insurance reserves		Acquisition expenses		Contract buyouts		Adjusted

Selling, general and administrative	$	764.4	$	7.2	$	—	$	(0.1)	$	(1.3)	$	(10.1)	$	760.1
Operating income (loss)	379.0		(7.2)		—		0.1		1.3		10.1		383.3
Other income, net	2.0		—		0.5		—		—		—		2.5

Income (loss) before income taxes	$	314.3	$	(7.2)	$	0.5	$	0.1	$	1.3	$	10.1	$	319.1
Income tax (provision) benefit	(84.7)		1.9		—		—		(0.2)		(2.7)		(85.7)
Net income (loss)	229.6		(5.3)		0.5		0.1		1.1		7.4		233.4
Net income attributable to non-controlling interest	(0.7)		—		—		—		—		—		(0.7)
Net income attributable to redeemable non-controlling interest	(0.2)		—		—		—		—		—		(0.2)
Net income (loss) attributable to Lithia Motors, Inc.	$	228.7	$	(5.3)	$	0.5	$	0.1	$	1.1	$	7.4	$	232.5

Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	$	8.30	$	(0.19)	$	0.02	$	—	$	0.04	$	0.27	$	8.44
Diluted share count	27.5

Liquidity and Capital Resources

We manage our liquidity and capital resources in the context of our overall business strategy, continually forecasting and managing our cash, working capital balances and capital structure in a way that we believe will meet the short-term and long-term obligations of our business while maintaining liquidity and financial flexibility. In the current market of elevated acquisition pricing, we have adjusted our free cash flow deployment strategy. Under current conditions, including recent trends in our stock price, we may consider repurchases as a more attractive use of funds than acquisitions. Our current free cash flow deployment strategy has shifted to allocation of 50% to 60% investment in acquisitions, 25% investment in capital expenditures, Driveway and Driveway Finance Corporation and 15% to 25% in shareholder return in the form of dividends and share repurchases.

We believe we have sufficient sources of funding to meet our business requirements for the next 12 months and in the longer term. Cash flows from operations and borrowings under our credit facilities are our main sources for liquidity. In addition to the above sources of liquidity, potential sources to fund our business strategy include financing of real estate and proceeds from debt or equity offerings. We evaluate all of these options and may select one or more of them depending on overall capital needs and the availability and cost of capital, although no assurances can be provided that these capital sources will be available in sufficient amounts or with terms acceptable to us.

Available Sources

Below is a summary of our immediately available funds:


($ in millions)	March 31, 2024		December 31, 2023		Change		% Change
Cash and cash equivalents	$	264.4	$	825.0	$	(560.6)	(68.0)	%
Marketable securities	49.9		—		49.9		—
Available credit on credit facilities	969.8		870.4		99.4		11.4
Total current available funds	$	1,284.1	$	1,695.4	$	(411.3)	(24.3)	%

Information about our cash flows, by category, is presented in our Consolidated Statements of Cash Flows. The following table summarizes our cash flows:


	Three Months Ended March 31,				Change
(in millions)	2024		2023		in Cash Flow
Net cash provided by (used in) operating activities	$	292.4	$	(49.0)	$	341.4
Net cash used in investing activities	(1,265.9)		(413.9)		(852.0)
Net cash provided by financing activities	445.0		509.9		(64.9)

MANAGEMENT’S DISCUSSION AND ANALYSIS

Operating Activities

Cash provided by (used in) operating activities for the three months ended March 31, 2024 increased $341.4 million compared to the same period of 2023, primarily related to an increase in floor plan notes payable and finance receivables activity, partially offset by inventory activity and a decrease in net income compared to the same period of 2023.

Borrowings from and repayments to our syndicated credit facilities related to our new vehicle inventory floor plan financing are presented as financing activities. To better understand the impact of changes in inventory, other assets, and the associated financing, we also consider our adjusted net cash provided by operating activities to include borrowings or repayments associated with our new vehicle floor plan commitment and exclude the impact of our financing receivables activity. Adjusted net cash provided by operating activities, a non-GAAP measure, is presented below:


	Three Months Ended March 31,				Change
(in millions)	2024		2023		in Cash Flow
Net cash provided by (used in) operating activities – as reported	$	292.4	$	(49.0)	$	341.4
Adjust: Net borrowings on floor plan notes payable, non-trade	156.1		187.6		(31.5)
Less: Borrowings on floor plan notes payable, non-trade associated with acquired new vehicle inventory	(71.7)		(3.7)		(68.0)
Adjust: Financing receivables activity	173.8		397.0		(223.2)
Net cash provided by operating activities – adjusted	$	550.6	$	531.9	$	18.7

Investing Activities

Net cash used in investing activities totaled $1.3 billion and $0.4 billion, respectively, for the three months ended March 31, 2024 and 2023.

Below are highlights of significant activity related to our cash flows from investing activities:


	Three Months Ended March 31,				Change
(in millions)	2024		2023		in Cash Flow
Capital expenditures	$	(79.6)	$	(38.9)	$	(40.7)
Cash paid for acquisitions, net of cash acquired	(1,074.4)		(387.4)		(687.0)
Cash paid for other investments	(122.0)		(11.1)		(110.9)
Proceeds from sales of stores	6.4		22.7		(16.3)

Capital Expenditures

Below is a summary of our capital expenditure activities ($ in millions):

Many manufacturers provide assistance in the form of additional incentives or assistance if facilities meet specified standards and requirements. We expect that certain facility upgrades and remodels will generate additional

MANAGEMENT’S DISCUSSION AND ANALYSIS

manufacturer incentive payments. Also, tax laws allowing accelerated deductions for capital expenditures reduce the overall investment needed and encourage accelerated project timelines.

We expect to use a portion of our future capital expenditures to upgrade facilities that we recently acquired. This additional capital investment is contemplated in our initial evaluation of the investment return metrics applied to each acquisition and is usually associated with manufacturer standards and requirements.

The increase in capital expenditures for the three months ended March 31, 2024, compared to the same period of 2023 related primarily to higher existing operations improvements.

If we undertake a significant capital commitment in the future, we expect to pay for the commitment out of existing cash balances, construction financing and borrowings on our credit facility. Upon completion of the projects, we believe we would have the ability to secure long-term financing and general borrowings from third party lenders for 70% to 90% of the amounts expended, although no assurances can be provided that these financings will be available to us in sufficient amounts or on terms acceptable to us.

Acquisitions

We focus on acquiring stores at attractive purchase prices that meet our return thresholds and strategic objectives. We look for acquisitions that diversify our brand and geographic mix as we continue to evaluate our portfolio to minimize exposure to any one manufacturer and achieve financial returns.

We are able to subsequently floor new vehicle inventory acquired as part of an acquisition; however, the cash generated by this transaction is recorded as borrowings on floor plan notes payable, non-trade.

Adjusted net cash paid for acquisitions, as well as certain other acquisition-related information is presented below:


	Three Months Ended March 31,
	2024		2023
Number of locations acquired	139		37



(in millions)
Cash paid for acquisitions, net of cash acquired	$	(1,074.4)	$	(387.4)
Less: Borrowings on floor plan notes payable: non-trade associated with acquired new vehicle inventory	71.7		3.7
Cash paid for acquisitions, net of cash acquired – adjusted	$	(1,002.7)	$	(383.7)

We evaluate potential capital investments primarily based on targeted rates of return on assets and return on our net equity investment.

Financing Activities

Adjusted net cash provided by financing activities, a non-GAAP measure, which is adjusted for borrowings and repayments on floor plan facilities: non-trade and borrowings and repayments associated with our Financing Operations segment was as follows:


	Three Months Ended March 31,				Change
(in millions)	2024		2023		in Cash Flow
Cash provided by financing activities, as reported	$	445.0	$	509.9	$	(64.9)
Less: Net borrowings on floor plan notes payable: non-trade	(156.1)		(187.6)		31.5
Less: Net borrowings on non-recourse notes payable	(125.9)		(403.2)		277.3
Cash provided by (used in) financing activities, as adjusted	$	163.0	$	(80.9)	$	243.9

Below are highlights of significant activity related to our cash flows from financing activities, excluding borrowings and repayments on floor plan notes payable: non-trade, which are discussed above:

MANAGEMENT’S DISCUSSION AND ANALYSIS


	Three Months Ended March 31,				Change
(in millions)	2024		2023		in Cash Flow
Net borrowings (repayments) on lines of credit	$	51.9	$	(40.4)	$	92.3


Proceeds from issuance of long-term debt	158.9		10.4		148.5
Principal payments on non-recourse notes payable	(203.5)		(76.5)		(127.0)
Proceeds from the issuance of non-recourse notes payable	329.4		479.7		(150.3)


Repurchase of common stock	(15.0)		(14.4)		(0.6)
Dividends paid	(13.8)		(11.5)		(2.3)
Payment of contingent consideration related to acquisitions	(12.0)		(14.0)		2.0

Equity Transactions

Our Board of Directors has authorized the repurchase of up to $1.2 billion of our Common Stock. We repurchased a total of 45,516 shares of our Common Stock at an average price of $329.21 in the first three months of 2024, all related to tax withholding on vesting RSUs, none related to our repurchase authorization. As of March 31, 2024, we had $467.0 million remaining available for repurchases and the authorization does not have an expiration date.

In the first three months of 2024, we declared and paid dividends on our Common Stock as follows:


Dividend paid:	Dividend amount per share		Total amount of dividend (in millions)
March 2024	$	0.50	$	13.8

We evaluate performance and make a recommendation to the Board of Directors on dividend payments on a quarterly basis.

Summary of Outstanding Balances on Credit Facilities and Long-Term Debt

Below is a summary of our outstanding balances on credit facilities and long-term debt:


	As of March 31, 2024
(in millions)	Outstanding		Remaining Available
Floor plan note payable: non-trade	$	2,428.7	$	—	1
Floor plan notes payable	2,533.3		—
Used and service loaner vehicle inventory financing commitments	912.7		31.7		2
Revolving lines of credit	1,610.5		918.5		2, 3
Warehouse facilities	636.0		19.6
Non-recourse notes payable	1,831.5		—
4.625% Senior notes due 2027	400.0		—
4.375% Senior notes due 2031	550.0		—
3.875% Senior notes due 2029	800.0		—
Real estate mortgages, finance lease obligations, and other debt	880.6		—
Unamortized debt issuance costs	(30.2)		—		4
Total debt, net	$	12,553.1	$	969.8

1As of March 31, 2024, we had a $2.9 billion new vehicle floor plan commitment as part of our US Bank syndicated credit facility, and a $500 million CAD wholesale floorplan commitment as part of our Bank of Nova Scotia syndicated credit facility.

2The amount available on these credit facilities are limited based on borrowing base calculations and fluctuates monthly.

3Available credit is based on the borrowing base amount effective as of February 29, 2024. This amount is reduced by $37.0 million for outstanding letters of credit.

4Debt issuance costs are presented on the balance sheet as a reduction from the carrying amount of the related debt liability.

Financial Covenants

Our credit facilities, non-recourse notes payable, and senior notes contain customary representations and warranties, conditions and covenants for transactions of these types.

Recent Accounting Pronouncements

See Note 15 – Recent Accounting Pronouncements for discussion.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Critical Accounting Policies and Use of Estimates

There have been no material changes in the critical accounting policies and use of estimates described in our 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2024.

Seasonality and Quarterly Fluctuations

Historically, our sales have been lower in the first quarter of each year due to consumer purchasing patterns and inclement weather in certain of our markets. As a result, financial performance is expected to be lower during the first quarter than during the second, third and fourth quarters of each fiscal year. We believe that interest rates, levels of consumer debt, consumer confidence and manufacturer sales incentives, as well as general economic conditions, also contribute to fluctuations in sales and operating results.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our reported market risks or risk management policies since the filing of our 2023 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 23, 2024.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We evaluated, with the participation and under the supervision of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure and that such information is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

The information in this Form 10-Q should be read in conjunction with the risk factors and information disclosed in our 2023 Annual Report on Form 10-K, which was filed with the SEC on February 23, 2024. We have described in our 2023 Annual Report on Form 10-K, under “Risk Factors” in Item 1A, the primary risks related to our business and securities.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We repurchased the following shares of our common stock during the first quarter of 2024:


For the full calendar month of	Total number of shares purchased2	Average price paid per share		Total number of shares purchased as part of publicly announced plans1	Maximum dollar value of shares that may yet be purchased under publicly announced plan (in thousands)1
January	45,409	$	329.28	—	$	466,996
February	—	—		—	466,996
March	107	299.06		—	466,996
Total	45,516	329.21		—

1On November 1, 2022, our Board of Directors approved an additional $450 million repurchase authorization of our common stock. This authorization was in addition to the $750 million repurchase authorization authorized by the Board on November 30, 2021. The current share repurchase plan has no expiration date.

2All of the shares repurchased in the first quarter of 2024 were related to tax withholding upon the vesting of RSUs and none related to our repurchase authorization.

Item 5. Other Information

No director or officer adopted or terminated any Rule 10b5-1 plan or any non-Rule 10b5-1 trading arrangement during the first quarter of 2024.

Item 6. Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index.

Incorporated by Reference

Filed or Furnished Herewith

Exhibit Number

Exhibit Description

Form

File Number

Exhibit

Filing Date

3.1

Restated Articles of Incorporation of Lithia Motors, Inc.

10-Q

001-14733

3.1

07/28/21

3.2

Second Amended and Restated Bylaws of Lithia Motors, Inc.

8-K

001-14733

3.2

04/25/19

10.1

Omnibus Amendment No. 2 to Loan Agreement, dated February 16, 2024, among DFC Business Services, LLC, Driveway Finance Corporation, the lenders party thereto from time to time, the agents from time to time party thereto, and Mizuho Bank, Ltd.

10.2

Amendment No. 9 to Amended and Restated Loan Agreement, dated February 23, 2024, among SCFC Business Services LLC, Driveway Finance Corporation, the lenders from time to time parties hereto, the agents from time to time parties hereto, and JPMorgan Chase Bank, N.A.

10.3

Fifth Amendment to Fourth Amended and Restated Loan Agreement, dated February 23, 2024, among Lithia Motors, Inc., the subsidiaries of Lithia Motors, Inc. listed on the signature pages of the agreement or that thereafter become borrowers thereunder, the lenders party thereto from time to time, and U.S. Bank National Association.*

8-K

001-14733

10-1

02/27/24

10.4

First Amendment to Credit Agreement, dated March 18, 2024, among Lithia Master LP Company, LP, the subsidiaries of Lithia Motors, Inc. listed on the signature pages of the agreement or that thereafter become borrowers thereunder, Lithia Master GP Company, Inc. and the other general partners of the Borrowers, the lenders party thereto from time to time, and The Bank of Nova Scotia.*

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

32.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

32.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

101

Inline XBRL Document Set for the consolidated financial statements and accompanying notes to consolidated financial statements

104

Cover page formatted as Inline XBRL and contained in Exhibit 101.

*Certain confidential and immaterial terms redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: April 26, 2024	LITHIA MOTORS, INC.
	Registrant

	By:	/s/ Tina Miller
		Tina Miller
		Chief Financial Officer, Senior Vice President, and Principal Accounting Officer

EX-10.1 2 mizuholithiaomnibusamend.htm EX-10.1 mizuholithiaomnibusamend

DB1/ 144571698.3 EXECUTION COPY OMNIBUS AMENDMENT NO. 2 This OMNIBUS AMENDMENT NO. 2, dated as of February 16, 2024 (this “Amendment”), is executed by and among DFC BUSINESS SERVICES, LLC (the “Borrower”), DRIVEWAY FINANCE CORPORATION, an Oregon corporation formerly known as Southern Cascades Finance Corporation (“DFC”), individually, as seller (in such capacity, the “Seller”), as servicer (in such capacity, the “Servicer”) and as collateral custodian (in such capacity, the “Collateral Custodian”), the lenders listed on the signature pages hereto (the “Lenders”), the agents listed on the signature pages hereto (the “Agents”), and MIZUHO BANK, LTD. (“Mizuho”), in its capacity as administrative agent (in such capacity, the “Administrative Agent”), and amends (i) the Loan Agreement, dated as of November 1, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among the Borrower, the Servicer, the Collateral Custodian, the lenders from time to time parties thereto, the agents from time to time parties thereto, and Mizuho, as Administrative Agent and as account bank, and (ii) the Purchase Agreement, dated as of November 1, 2022, between DFC and the Borrower (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed thereto in the Loan Agreement. WITNESSETH: WHEREAS, DFC and the Borrower desire to amend the Purchase Agreement, in accordance with Section 7.01 thereof, on the terms set forth herein WHEREAS, the Borrower and the Lenders desire to amend the Loan Agreement, in accordance with Section 13.01 thereof, on the terms set forth herein; WHEREAS, the Lenders party hereto, which constitute the Required Lenders, and the Administrative Agent, desire to consent to the amendments to the Purchase Agreement and the Loan Agreement set forth below, in accordance with Section 7.01 of the Purchase Agreement and Section 13.01 of the Loan Agreement; and NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Amendments to the Loan Agreement. Subject to the effectiveness of this Amendment, including, without limitation, the satisfaction of the conditions of effectiveness set forth in Section 4 below, the Loan Agreement is hereby amended by incorporating the blacklined changes shown on the marked copy of the Loan Agreement attached hereto as Exhibit A (it being understood that language which appears “struck out” has been deleted and language which appears as “double-underlined” has been added). SECTION 2. Amendments to the Purchase Agreement. Subject to the effectiveness of this Amendment, including, without limitation, the satisfaction of the conditions DB1/ 144571698.3 2 of effectiveness set forth in Section 4 below, Section 6.01 of the Purchase Agreement is hereby amended and restated in its entirety as follows: “Section 6.01 Repurchase of Receivables. The Seller hereby covenants and agrees with the Purchaser that if, with respect to any Receivable: (i) there is a breach of a representation and warranty made by the Seller set forth in Section 3.03; (ii) there is a failure to deliver to the Collateral Custodian any document required to be included in the Receivables File; or (iii) any Person other than the Custodian obtains physical possession of the originally executed Tangible Contract for a Receivable as to which the Seller and the Borrower represented that such Tangible Contract was lost or destroyed prior to the Omnibus Amendment No. 2 Effective Date, the party discovering such circumstance described in any of the preceding clauses (i), (ii) or (iii) shall promptly give written notice to each of the other parties to this Purchase Agreement and the Administrative Agent. The Seller shall, upon written demand by the Purchaser or the Administrative Agent, to the extent such breach has not been cured or waived, repurchase such Receivable and the related Property for an amount equal to the Release Price of the Receivable on the next Payment Date under the Loan Agreement after written notice of such breach or failure to deliver. The Release Price shall be remitted to the Collection Account to be applied in accordance with the provisions of the Loan Agreement.” SECTION 3. Representations, Warranties and Confirmations. The Borrower hereby confirms that all representations and warranties made by it pursuant to Sections 5.01 and 5.02 of the Loan Agreement were true and correct as of the date as of which they were made and that it is in compliance with all covenants made by it pursuant to the Loan Agreement as of the date hereof. By its acknowledgment of this Amendment, DFC hereby confirms that all representations and warranties made by it pursuant to Section 5.03 of the Loan Agreement were true and correct as of the date as of which they were made and that it is in compliance with all covenants made by it pursuant to the Loan Agreement as of the date hereof. Furthermore, the Borrower and DFC each hereby represents and warrants as to itself that: (a) It has the power to execute, deliver and perform this Amendment and the transactions contemplated hereby. (b) The execution and delivery of this Amendment and the performance of this Amendment and the Loan Agreement (as amended hereby) have been duly authorized by it by all necessary company action (including any necessary action by its members). (c) This Amendment has been duly executed and delivered on its behalf. This Amendment and the Loan Agreement (as amended hereby) constitute its legal, valid and binding obligations, enforceable against it in accordance with their respective terms, except as enforcement of such terms may be limited by Insolvency Laws affecting the enforcement of creditors' rights

DB1/ 144571698.3 3 generally and by the availability of equitable remedies. (d) It is in compliance in all material respects with all Applicable Laws. SECTION 4. Effectiveness of Amendment. (a) This Amendment shall be effective, as of the date hereof, upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by each of the parties hereto. (b) Except as expressly amended by the terms of this Amendment, all terms and conditions of the Loan Agreement and the Purchase Agreement shall remain in full force and effect and are hereby ratified and confirmed. This Amendment is effective only for the specific purpose for which it is given and shall not operate as a consent, waiver, amendment or other modification of any other term or condition set forth in the Loan Agreement or the Purchase Agreement. Upon the effectiveness of this Amendment, (i) each reference in the Loan Agreement to “this Agreement” or “this Loan Agreement” or words of like import shall mean and be references to the Loan Agreement as amended hereby, (ii) each reference in the Purchase Agreement to “this Agreement” or “this Purchase Agreement” or words of like import shall mean and be references to the Purchase Agreement as amended hereby, and (iii) each reference in any other Basic Document to the Loan Agreement or the Purchase Agreement or to any terms defined in the Loan Agreement or the Purchase Agreement which are modified hereby shall mean and be references to the Loan Agreement or the Purchase Agreement, as applicable, or to such terms as modified hereby. The parties hereto acknowledge and agree that this Amendment shall constitute a Basic Document. This Amendment does not constitute a novation or termination of the Loan Agreement, the Purchase Agreement or any other Basic Document and all obligations thereunder are in all respects continuing with only the terms thereof being modified as provided herein. SECTION 5. Amendments, etc. No provision of this Amendment shall be waived, amended or otherwise modified except as provided in Section 13.01 of the Loan Agreement. SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. Severability. If one or more of the covenants, agreements, provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions of this Amendment or the Loan Agreement as amended hereby. SECTION 8. Binding Effect. This Amendment shall be binding upon and shall be enforceable by the parties hereto and their respective successors and permitted assigns. DB1/ 144571698.3 4 SECTION 9. Captions, etc. The captions and section numbers appearing in this Amendment are inserted only as a matter of convenience and do not define, limit, construe or describe the scope or intent of the provisions of this Amendment. SECTION 10. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic mail in a “.pdf” file shall be effective as delivery of a manually executed counterpart of this Amendment. Each party agrees that this Amendment and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Amendment or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. SECTION 11. Costs and Expenses. The Borrower and DFC agree to pay all reasonable costs, fees and out-of-pocket expenses incurred by the Administrative Agent and the Lenders, as applicable, in connection with the preparation, arrangement, execution and enforcement of this Amendment (including all reasonable attorneys’ fees and expenses of Morgan, Lewis & Bockius, LLP, counsel to the Administrative Agent and the Lenders, which shall be paid in accordance with Section 2.09(e) of the Loan Agreement). [Signature Page Follows]

Signature Page to Amendment No. 2 to Loan Agreement (DFC Business Services, LLC) MIZUHO BANK, LTD, as Mizuho Agent, as a Committed Lender, and as Administrative Agent By: ___________________________________ Name: Jeremy Ebrahim Title: Managing Director

EXHIBIT A Conformed Loan Agreement (Attached) DB1/ 139452285.4144571789.3 LOAN AGREEMENT CONFORMED COPY Omnibus Amendment No. 1 dated as of July 20, 2023 Omnibus Amendment No. 2 dated as of February 16, 2024 DFC BUSINESS SERVICES, LLC, as the Borrower, DRIVEWAY FINANCE CORPORATION, as the Servicer and as the Collateral Custodian, the LENDERS from time to time parties hereto, the AGENTS from time to time parties hereto, and MIZUHO BANK, LTD., as the Administrative Agent and the Account Bank Dated as of November 1, 2022

i DB1/ 139452285.4144571789.3 TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS; CONSTRUCTION Section 1.01. Definitions 1 Section 1.02. Accounting Terms and Determinations 4546 Section 1.03. Computation of Time Periods 4546 Section 1.04. Interpretation 4546 ARTICLE TWO LOANS Section 2.01. Loans 4546 Section 2.02. Funding Mechanics 4647 Section 2.03. Reduction of Commitments 4748 Section 2.04. Extensions of Commitments 4849 Section 2.05. Interest Calculations and Payment Allocations 4950 Section 2.06. Settlement Procedures 5152 Section 2.07. Payments, Computations, Etc. 5253 Section 2.08. Collections and Allocations; Investment of Funds 5354 Section 2.09. Fees. 5455 Section 2.10. Increased Cost and Reduced Return. 5556 Section 2.11. Taxes. 5657 Section 2.12. Take-outs. 6062 Section 2.13. The Account Bank. 6263 Section 2.14. [Reserved] 6567 Section 2.15. Replacement of Lender Group 6567 Section 2.16. Defaulting Committed Lenders. 6667 Section 2.17. Alternate Rate of Interest. 6768 ARTICLE THREE SECURITY Section 3.01. Collateral. 6869 Section 3.02. Release of Collateral; No Legal Title. 7071 Section 3.03. Protection of Security Interest; Administrative Agent, as Attorney-in-Fact. 7172 Section 3.04. Assignment of the Purchase Agreement 7173 Section 3.05. Waiver of Certain Laws 7273 DB1/ 139452285.4144571789.3 Page ii ARTICLE FOUR CONDITIONS OF CLOSING AND LOANS Section 4.01. Conditions to Effectiveness of this Agreement 7274 Section 4.02. Conditions Precedent to All Loans 7375 ARTICLE FIVE REPRESENTATIONS AND WARRANTIES Section 5.01. Representations and Warranties of the Borrower 7476 Section 5.02. Representations and Warranties of the Borrower Relating to the Receivables 7981 Section 5.03. Representations and Warranties of the Servicer 7981 Section 5.04. Retransfer of Certain Receivables. 8183 ARTICLE SIX COVENANTS Section 6.01. Affirmative Covenants of the Borrower 8284 Section 6.02. Negative Covenants of the Borrower 8991 Section 6.03. Covenant of the Borrower Relating to Hedging 9194 Section 6.04. Affirmative Covenants of the Servicer 9496 Section 6.05. Negative Covenants of the Servicer 9699 ARTICLE SEVEN ADMINISTRATION AND SERVICING OF RECEIVABLES Section 7.01. Designation of Servicing 98101 Section 7.02. Servicing Compensation 98101 Section 7.03. Duties of the Servicer 99101 Section 7.04. Collection of Payments 102105 Section 7.05. Servicer Advances 103105 Section 7.06. Payment of Certain Expenses by Servicer 103106 Section 7.07. Reports and Audit. 104106 Section 7.08. Quarterly Statement as to Compliance 105107 Section 7.09. Backup Servicer; Entry into Backup Servicing Agreement. 105108 Section 7.10. Rights After Assumption of Duties by Backup Servicer or Designation of Successor Servicer; Liability 105108 Section 7.11. Limitation on Liability of the Servicer and Others 106109 Section 7.12. The Servicer Not to Resign 107109 Section 7.13. Servicer Termination Events 107110 Section 7.14. Appointment of Successor Servicer 109112

DB1/ 139452285.4144571789.3 Page iii Section 7.15. Merger or Consolidation, Assumption of Obligations or Resignation of the Servicer 111114 Section 7.16. Responsibilities of the Borrower 112115 Section 7.17. Custody of Receivable Files 112115 Section 7.18. Duties of Collateral Custodian 112115 ARTICLE EIGHT TERMINATION EVENTS Section 8.01. Termination Events 115118 Section 8.02. Actions Upon Declaration of the Occurrence of the Termination Date 118121 Section 8.03. Exercise of Remedies 120123 Section 8.04. Waiver of Certain Laws 120123 Section 8.05. Power of Attorney 120123 ARTICLE NINE INDEMNIFICATION Section 9.01. Indemnities by the Borrower 121124 Section 9.02. Indemnities by the Servicer 123127 Section 9.03. Indemnities by the Backup Servicer in its Capacity as the Successor Servicer 125128 ARTICLE TEN THE ADMINISTRATIVE AGENT AND THE AGENTS Section 10.01. Authorization and Action 125129 Section 10.02. Delegation of Duties 126129 Section 10.03. Exculpatory Provisions 126130 Section 10.04. Reliance 126130 Section 10.05. Non-Reliance on Agents and Other Lenders 127131 Section 10.06. Indemnification 128132 Section 10.07. Agents in their Individual Capacity 128133 Section 10.08. Successor Administrative Agent 129133 Section 10.09. Erroneous Payments. 129134 ARTICLE ELEVEN ASSIGNMENTS; PARTICIPATIONS Section 11.01. Assignments and Participations 130135 DB1/ 139452285.4144571789.3 Page iv ARTICLE TWELVE MUTUAL COVENANTS REGARDING CONFIDENTIALITY Section 12.01. Covenants of the Borrower, the Servicer, the Backup Servicer, the Account Bank and the Collateral Custodian 133138 Section 12.02. Covenants of the Administrative Agent, the Agents and the Lenders 133138 Section 12.03. Non-Confidentiality of Tax Treatment and Tax Structure 135140 ARTICLE THIRTEEN MISCELLANEOUS Section 13.01. Amendments and Waivers 135140 Section 13.02. Notices, Etc. 136141 Section 13.03. No Waiver, Rights and Remedies 136141 Section 13.04. Binding Effect 136141 Section 13.05. Term of this Agreement 136141 Section 13.06. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO VENUE 136142 Section 13.07. WAIVER OF JURY TRIAL 137142 Section 13.08. Costs and Expenses 137142 Section 13.09. No Insolvency Proceedings 137143 Section 13.10. Recourse Against Certain Parties 138143 Section 13.11. Patriot Act Compliance 138144 Section 13.12. Execution in Counterparts; Electronic Signatures; Severability; Integration138144 SCHEDULES Schedule A – Lender Supplement (Mizuho Lender Group) SA-1 Schedule B – Eligible Receivable Criteria SB-1 Schedule C – Schedule of Receivables SC-1 Schedule D – Location of Receivable Files SD-1 Schedule E – [Reserved] SE-1 Schedule F – Financial Covenants (Lithia) SF-1 Schedule G – Approved Backup Servicers SG-1 Schedule H – Escrow Accounts SH-1

DB1/ 139452285.4144571789.3 Page v EXHIBITS Exhibit A – Form of Funding Request A-1 Exhibit B – Form of Assignment and Acceptance B-1 Exhibit C – Credit and Collection Policy C-1 Exhibit D – Form of Power of Attorney D-1 Exhibit E – Form of Take-out Release E-1 Exhibit F – Form of Monthly Report F-1 Exhibit G – Forms of U.S. Tax Compliance Certificates G-1 DB1/ 139452285.4144571789.3 LOAN AGREEMENT This Loan Agreement, dated as of November 1, 2022 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is by and among DFC BUSINESS SERVICES, LLC, a Delaware limited liability company, as borrower (the "Borrower"), DRIVEWAY FINANCE CORPORATION, an Oregon corporation formerly known as Southern Cascades Finance Corporation ("DFC"), as servicer (in such capacity, the "Servicer") and as collateral custodian (in such capacity, the "Collateral Custodian") for the Secured Parties (as defined herein), the Lenders from time to time parties hereto (the "Lenders"), the Agents for the Lender Groups (as defined herein) from time to time parties hereto (the "Agents") and MIZUHO BANK, LTD., as administrative agent for the Lenders and the Agents (in such capacity, the "Administrative Agent") and as account bank (in such capacity, the "Account Bank"). W I T N E S S E T H: WHEREAS, the Borrower was formed for the purpose of purchasing and holding various assets, including motor vehicle retail installment sale contracts, amounts received on or in respect of such motor vehicle retail installment sale contracts and proceeds of the foregoing; WHEREAS, the Borrower has requested that the Lenders make loans to the Borrower from time to time, the proceeds of which will be used to finance the purchase price of motor vehicle retail installment contracts as described herein; and WHEREAS, the Lenders have agreed to make such loans to the Borrower upon the terms and subject to the conditions set forth herein. NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE ONE DEFINITIONS; CONSTRUCTION Section 1.01. Definitions. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings: "Account Bank" has the meaning given to such term in the Preamble. "Account Collateral" means the Collection Account and the Hedge Reserve Account, together with all cash, securities, financial assets (as defined in Section 8-102(a)(9) of the UCC as then in effect in the relevant State) and investments and other property from time to time deposited or credited to the Collection Account or the Hedge Reserve Account, and all proceeds of the foregoing. "Adjusted Principal Balance" means, as of any date for any Receivable, (i) if the related amount of Excess Spread is at least equal to the Target Rate for such Receivable, the Principal

DB1/ 139452285.4144571789.3 2 Balance of such Receivable as of such date, and (ii) if the related amount of Excess Spread as of such date is less than the Target Rate for such Receivable, then (a) if the APR of such Receivable is less than the related Required Rate, the present value (calculated using a discount rate equal to the related Required Rate) of all Scheduled Payments (including past due Scheduled Payments) remaining on such Receivable, assuming that all such Scheduled Payments are paid on a timely basis after such date or (b) if the APR of such Receivable is equal to or greater than the related Required Rate, the Principal Balance of such Receivable as of such date "Administrative Agent" has the meaning given to such term in the Preamble. "Administrative Agent's Account" means the account or accounts identified by the Administrative Agent to the Borrower and each Agent as the Administrative Agent's Account hereunder. "Advisors" means accountants, attorneys, consultants, advisors, credit enhancers, liquidity providers and Persons similar to the foregoing and the respective directors, officers, employees and managers of each of the foregoing. "Affiliate" means, with respect to a Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" or "controlled" have meanings correlative to the foregoing. "Agent" means the agent for a particular Lender Group, as identified in the related Lender Supplement, and as of any date, "Agents" means all agents for all Lender Groups as of such date. "Aggregate Commitment" means, as of any day, the sum of the Commitments of each Lender Group. "Aggregate Unpaids" means, with respect to any date, an amount equal to the sum of (i) the Loans Outstanding, (ii) all accrued but unpaid Interest and (iii) all Program Fees, Structuring Fees, Unused Commitment Fees, Hedge Breakage Costs, Indemnified Amounts, and other Obligations owed (whether due or accrued) by the Borrower or the initial Servicer to the Secured Parties, the Administrative Agent, the Backup Servicer, the Account Bank, the Indemnified Parties, and any Successor Servicer under this Agreement and the other Basic Documents. "Agreement" has the meaning given to such term in the Preamble. "Alternate Base Rate" means, with respect to any date, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the NYFRB Rate in effect on such day plus ½ of 1%, and (iii) Daily Simple SOFR plus 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate, or Daily Simple SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate, or Daily Simple SOFR, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.17 (for the avoidance of doubt, only until the Benchmark DB1/ 139452285.4144571789.3 3 Replacement has been determined pursuant to Section 2.17(b)), then the Alternate Base Rate shall be the greater of clauses (i) and (ii) above and shall be determined without reference to clause (iii) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement. “Amendment No. 1 Effective Date” means July 20, 2023. "Amortization Period" means the period commencing on the Termination Date and ending on the day on which the Loans Outstanding are reduced to zero and all other Aggregate Unpaids have been paid in full. "Amount Financed" means, with respect to a Receivable, the aggregate amount advanced under such Receivable toward the purchase price of the related Financed Vehicle and any related costs, including taxes, title and licensing fees, and amounts advanced in respect of accessories, insurance premiums, service and warranty contracts, other items customarily financed as part of a Contract, and related costs. "Ancillary Fees" means (i) late fees, (ii) extension fees, (iii) prepayment charges, (iv) overdraft charges, and (v) all other administrative fees or similar charges allowed by Applicable Law received by or on behalf of the Servicer with respect to the Receivables. "Annual Percentage Rate" or "APR" means, with respect to a Receivable, the rate per annum of finance charges stated in such Receivable as the "annual percentage rate" (within the meaning of the Federal Truth-in-Lending Act). If, after the applicable Funding Date, the rate per annum with respect to a Receivable as of such Funding Date is reduced (i) as a result of an Insolvency Proceeding involving the related Obligor or (ii) pursuant to the Servicemembers Civil Relief Act or similar State law, "Annual Percentage Rate" or "APR" shall refer to such reduced rate. "Anti-Corruption Laws" means all laws, rules, and regulations of the United States or any State that are applicable to DFC, Lithia, the Borrower or their respective Affiliates or Subsidiaries from time to time concerning or relating to bribery or corruption. "Applicable Law" means, for any Person, all existing and future applicable laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority (including usury laws, the Federal Truth in Lending Act, Regulation Z and Regulation B of the Federal Reserve Board, the Securities Act (including Regulation AB thereunder) and the Exchange Act), and applicable judgments, decrees, injunctions, writs, orders or line actions of any court, arbitrator or other administrative, judicial or quasi-judicial tribunal or agency of competent jurisdiction. "Assignment and Acceptance" means an assignment and acceptance agreement between a Lender and an Eligible Assignee, in substantially the form of Exhibit B hereto.

DB1/ 139452285.4144571789.3 4 "Available Amount" means, with respect to any day, the positive amount, if any, by which the Facility Amount exceeds the Loans Outstanding on such day. "Available Funds" means, for any Payment Date and the related Collection Period, Collections on deposit in the Collection Account, to the extent received during the related Collection Period. "Backup Servicer" means a Person that is (i) reasonably acceptable to the Administrative Agent and that has been (ii) appointed as the "Backup Servicer" under a Backup Servicing Agreement that is entered into in accordance with Section 7.09. "Backup Servicing Agreement" means an agreement entered into by the Servicer, the Borrower and a Person that is either (i) listed on Schedule G hereto (as the same may be updated from time to time by the Administrative Agent in its sole discretion) or (ii) otherwise reasonably acceptable to the Administrative Agent, and who agrees thereunder to serve as the backup servicer, pursuant to which such Person agrees (a) to perform certain servicing duties with respect to the Receivables as set forth therein, including but not limited to providing a Monthly Backup Servicer Certificate to the Administrative Agent and the Lenders each month, (b) to be bound by the terms and provisions relating to the Backup Servicer as set forth in the Basic Documents, except for any such terms and provisions that are expressly modified or waived in the Backup Servicing Agreement (with the express consent of the Administrative Agent), and (c) to succeed to the role of Servicer if the initial Servicer resigns or is terminated in accordance with the terms of this Agreement. "Backup Servicing Fee" means (i) prior to the appointment of a Backup Servicer, $0, and (ii) thereafter, the fees payable to the Backup Servicer as set forth in the Backup Servicing Agreement. "Backup Servicing Fee Rate" means, (i) with respect to any Collection Period prior to the appointment of a Backup Servicer, 0%, and (ii) with respect to the Collection Period during which the Backup Servicer was first engaged pursuant to Section 7.09 and for each Collection Period thereafter, (a) the percentage equivalent of a fraction, (1) the numerator of which is the Backup Servicing Fee and (2) the denominator of which is the average daily Pool Balance during the related Collection Period, times (b) 12. "Bankruptcy Code" means the United States Bankruptcy Code (Title 11 of the United States Code). "Basel II" means the second Basel Accord issued by the Basel Committee on Banking Supervision. "Basel III" means the third Basel Accord issued by the Basel Committee on Banking Supervision. "Basic Documents" means this Agreement, the Purchase Agreement, each Purchase Agreement Supplement, the Fee Letter, all Hedging Agreements, the Control Agreement, the Performance Guaranty, each Electronic Vault Services Agreement, the Backup Servicing Agreement (if any), and any other document, certificate, opinion, agreement or writing the DB1/ 139452285.4144571789.3 5 execution of which is necessary or incidental to carrying out the transactions contemplated by this Agreement or any of the other foregoing documents. "Benchmark" means, with respect to the portion of the Loans Outstanding that is funded or maintained by a Committed Lender, initially, Daily Simple SOFR; provided, that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to Daily Simple SOFR or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.17. "Benchmark Replacement" means, with respect to the portion of the Loans Outstanding that is funded or maintained by a Committed Lender, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark giving due consideration to (1) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (2) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment. If the Benchmark Replacement as determined pursuant to the above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Basic Documents. "Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time. "Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "Alternate Base Rate," the definition of "Business Day," the definition of "U.S. Government Securities Business Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative, or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such

DB1/ 139452285.4144571789.3 6 Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Basic Documents). "Benchmark Replacement Date" means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark: (i) in the case of clause (i) or (ii) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof); or; (ii) in the case of clause (iii) of the definition of "Benchmark Transition Event," the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (iii). For the avoidance of doubt, (1) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (2) the "Benchmark Replacement Date" will be deemed to have occurred in the case of clause (i) or (ii) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to such Benchmark (or the published component used in the calculation thereof). "Benchmark Transition Event" means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark: (i) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof), permanently or indefinitely; provided, that at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); (ii) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component), or a court or an entity DB1/ 139452285.4144571789.3 7 with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) permanently or indefinitely; provided, that at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); or (iii) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) is no longer, or as of a specified future date will no longer be, representative For the avoidance of doubt, a "Benchmark Transition Event" will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to such Benchmark (or the published component used in the calculation thereof). "Benchmark Unavailability Period" means, with respect to any Benchmark, the period (if any) (i) beginning at the time that a Benchmark Replacement Date pursuant to clauses (i) or (ii) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Basic Document in accordance with Section 2.17 and (ii) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Basic Document in accordance with Section 2.17. "Beneficial Ownership Certification" means a certification regarding beneficial ownership as required by the Beneficial Ownership Rule. "Beneficial Ownership Rule" means 31 C.F.R. § 1010.230. "Benefit Plan" means each (i) employee pension benefit plan (as defined in Section 3(2) of ERISA) that are subject to Title I of ERISA, (ii) plan described in Section 4975(e)(1) of the Code, including individual retirement accounts or Keogh Plans that are not exempt under Section 4975(g) of the Code, and (iii) any entity whose underlying assets include "plan assets" (as defined in Section 3(42) of ERISA and Department of Labor Regulations Section 2510.3-101) by reason of an employee benefit plan's or plans' investment in such entities. "Borrower" has the meaning given to such term in the Preamble. "Borrower Basic Documents" means all Basic Documents to which the Borrower is a party or by which it is bound. "Borrower's Account" means the bank account of the Borrower, as notified to the Administrative Agent from time to time in writing by the Borrower.

DB1/ 139452285.4144571789.3 8 "Borrowing Base" means, as of any date of determination, an amount equal to (i) the difference of (a) the Net Eligible Pool Balance as of such date, after giving effect to the related additions or removals of Receivables on such date, minus (b) the Required Overcollateralization as of such date, minus (c) the aggregate Adjusted Principal Balance of all Receivables that are owned by the Borrower on such date, after giving effect to the related additions or removals of Receivables on such date, for which no Certificate of Title of the type described in clause (i) or (ii) of the definition thereof was obtained by the 180th day following the day on which the related Receivable was originated (provided, that if any such Certificate of Title is obtained after such 180th day, the Adjusted Principal Balance of the related Receivable will no longer be deducted pursuant to this clause (c)), plus (ii) the amount of Collections in respect of principal payments that are on deposit in the Collection Account on such date (but only to the extent such principal payments have been allocated to reduce the Principal Balance of the related Receivables in respect of which such principal payments were made on or before such date). "Borrowing Base Deficiency" means, as of any date of determination, the positive amount, if any, by which (i) the Loans Outstanding exceeds (ii) the Borrowing Base. "Breakage Costs" means (i) such amount or amounts as shall compensate any Lender for any actual loss, cost or expense (but excluding lost profits) incurred by such Lender (as reasonably determined by such Lender) as a result of any prepayment of a Loan (and interest thereon) that is made on less than three Business Days' prior written notice to the Lenders and (ii) such amount or amounts due to any Lender pursuant to Section 2.07(c). "Business Day" means any day (other than a Saturday or a Sunday) on which commercial banking institutions are not required or authorized to be closed in New York, New York, Chicago, Illinois, and Medford, Oregon. "Certificate of Title" means, with respect to a Financed Vehicle, (i) the original certificate of title relating thereto, (ii) if the applicable Registrar of Titles issues a letter or other form of evidence of lien in lieu of a certificate of title (including electronic titling), the original lien entry letter, or (iii) prior to the time that a certificate of title of the type described in clause (i) or (ii) is issued, copies of correspondence to the applicable Registrar of Titles, and all enclosures thereto, for issuance of the original certificate of title or the original lien entry letter or form, as applicable, and which, in all of the foregoing cases, shall name the related Obligor as the owner of such Financed Vehicle and DFC, the Borrower or the Administrative Agent, as secured party. For Financed Vehicles registered in States that issue confirmation of the lienholder's interest electronically, the "Certificate of Title" may consist of notification of an electronic recordation, by either a third party service provider or the relevant Registrar of Titles, which indicates that the lien of the secured party on the Financed Vehicle is recorded on the original certificate of title on the electronic lien and title system of the applicable State. "Change in Control" means (i) DFC owns, directly or indirectly, less than 100% of the membership interests of the Borrower or (ii) Lithia owns, directly or indirectly, less than 51% of the voting and equity interests in DFC. "Closing Date" means November 1, 2022. DB1/ 139452285.4144571789.3 9 "Code" means the Internal Revenue Code of 1986. "Collateral" has the meaning given to such term in Section 3.01(a). "Collateral Custodian" has the meaning given to such term in the Preamble. "Collection Account" means the segregated account established by the initial Servicer, on behalf of the Borrower, with the Account Bank in the name of the Borrower for the benefit of the Secured Parties, and identified as the "Collection Account" on Schedule H of this Agreement, into which all Collections shall be deposited and which at all times will be subject to the Control Agreement. "Collection Period" means, with respect to any date of determination, the immediately preceding calendar month, except for dates occurring on or prior to the first Payment Date, in which case such term means the period from but excluding the initial Cutoff Date to and including November 30, 2022. "Collections" means (i) all cash collections or other cash proceeds of any Receivable received by the Servicer (including from DFC or the Borrower) from or on behalf of any Obligor in payment of any amounts owed in respect of such Receivable, including all Release Price amounts deposited in the Collection Account pursuant to Section 5.04, Insurance Proceeds, investment earnings in the Collection Account, and all Recoveries, (ii) any other funds received by the Servicer (including from DFC or the Borrower) with respect to any Receivable (exclusive of Ancillary Fees which may be retained by the Servicer), Financed Vehicle or any other Collateral, (iii) all payments received by the Borrower pursuant to any Hedging Agreement or Hedge Transaction, and (iv) any Servicer Advances. "Commitment" means, with respect to any Lender or Lender Group, the commitment of such Lender or Lender Group to fund Loans in an aggregate amount not to exceed the amount set forth as the "Commitment" in the related Lender Supplement, as such amount may be modified from time to time in accordance with the terms hereof. "Commitment Termination Date" means July 20, 2026 or, with respect to any Committed Lender, such later date to which the Commitment Termination Date may be extended for such Committed Lender in accordance with Section 2.04(a). "Committed Lender" means any Person that is designated as a "Committed Lender" in any Lender Supplement or in the Assignment and Acceptance pursuant to which it became a party to this Agreement, and any assignee of such Committed Lender to the extent of the portion of such Commitment assumed by such assignee pursuant to its respective Assignment and Acceptance, and as of any date, "Committed Lenders" means, collectively, all of the foregoing Persons as of such date. "Committed Lender Rate" means, with respect to any date during an Interest Period on which all or any portion of a Loan is funded by a Committed Lender, an interest rate per annum equal to the Daily Simple SOFR on such date.

DB1/ 139452285.4144571789.3 10 "Conduit Portfolio Deferral Ratio" means, with respect to any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is the aggregate Principal Balance of all Receivables with respect to which a Deferral was granted during the most recently completed Collection Period and (ii) the denominator of which is the aggregate Principal Balance of all Receivables as of the last day of such Collection Period. "Conduit Portfolio Delinquency Ratio" means, with respect to any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is the aggregate Principal Balance of all Delinquent Receivables as of the last day of the most recently completed Collection Period and (ii) the denominator of which is the Pool Balance as of the last day of such Collection Period. "Conduit Portfolio Net Loss Ratio (Non-Prime)" means, with respect to any date of determination, the product of (i) the percentage equivalent of a fraction, (a) the numerator of which is the difference of (1) the aggregate Principal Balance of all Non-Prime Receivables that became Defaulted Receivables during the most recently completed Collection Period minus (2) all Recoveries received during such Collection Period with respect to Non-Prime Receivables and (b) the denominator of which is the aggregate Principal Balance of all Non-Prime Receivables as of the first day of such Collection Period times (ii) twelve. "Conduit Portfolio Net Loss Ratio (Prime)" means, with respect to any date of determination, the product of (i) the percentage equivalent of a fraction, (a) the numerator of which is the difference of (1) the aggregate Principal Balance of all Prime Receivables that became Defaulted Receivables during the most recently completed Collection Period minus (2) all Recoveries received during such Collection Period with respect to Prime Receivables and (b) the denominator of which is the aggregate Principal Balance of all Prime Receivables as of the first day of such Collection Period times (ii) twelve. "Confidential Information" means any information, data, documents and materials in any form and at any time (including prior to the date of this Agreement) with respect to the Borrower, DFC, or any of their Affiliates and their respective businesses and financial information, the Receivables and the Serviced Portfolio and includes (i) information transmitted in written, oral, magnetic or any other medium, (ii) all copies and reproductions, in whole or in part, of such information and (iii) all summaries, analyses, compilations, studies, notes or other records which contain, reflect or are generated from such information; provided, that "Confidential Information" does not include, with respect to a Person, information that (a) was already known to such Person and such knowledge was not obtained from any other entity who was known by such Person to be subject to an obligation of confidentiality or otherwise prohibited from transmitting such information to such Person, (b) is or has become part of the public domain through no act or omission of such Person, (c) is or was lawfully disclosed to such Person without restriction on disclosure by a third party, (d) is or was developed independently by such Person, or (e) is or was lawfully and independently provided to such Person prior to disclosure hereunder, from a third party who is not known by such Person to be subject to an obligation of confidentiality or otherwise prohibited from transmitting such information. DB1/ 139452285.4144571789.3 11 "Connection Income Taxes" means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. "Consent" or "Consented" means a consent or an action of the Administrative Agent that has been approved by the Required Lenders or the Consenting Lenders, as applicable. "Consenting Lenders" means at a particular time, Lenders with aggregate Commitments equal to at least 100% of the Aggregate Commitment. "Contract" means any retail installment sale contract executed by an Obligor for a Financed Vehicle under which an extension of credit by DFC is made in the ordinary course of business to such Obligor and which is secured by the related Financed Vehicle. "Contractual Obligation" means, with respect to any Person, any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property is bound or is subject. "Control Agreement" means that certain Escrow and Control Agreement, dated as of November 1, 2022, among the Borrower, Mizuho Bank, Ltd., as escrow agent and bank, and the Administrative Agent. "Cram Down Loss" means, with respect to a Receivable, if a court of appropriate jurisdiction in an Insolvency Proceeding shall have issued an order reducing the amount owed on such Receivable or otherwise modifying or restructuring the Scheduled Payments to be made on such Receivable, an amount equal to such reduction in the Principal Balance of such Receivable or the reduction in the net present value (using as the discount rate the lower of the contract rate or the rate of interest specified by the court in such order) of the Scheduled Payments as so modified or restructured. A "Cram Down Loss" shall be deemed to have occurred on the date such order is entered. "Credit and Collection Policy" means, with respect to (i) the initial Servicer, the credit and collection policies of the Servicer as are in effect on the Closing Date, as the same may be amended, modified, or supplemented from time to time in accordance with this Agreement, or (ii) any Successor Servicer, the customary credit and collection policies of such Successor Servicer, in each case as revised from time to time in accordance with this Agreement. "Credit Support Annex" has the meaning given to such term in Section 6.03(b). "Cutoff Date" means, with respect to Receivables transferred to the Borrower on a Funding Date, the date that is three calendar days immediately preceding such Funding Date. "Daily Simple SOFR" means, with respect to any date (a "SOFR Rate Day"), a rate per annum equal to the greater of (i) SOFR for the date (such date, the related "SOFR Determination Date") that is five U.S. Government Securities Business Days prior to (a) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day, or (b) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business

DB1/ 139452285.4144571789.3 12 Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator's Website and (ii) 0%. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower. "Dealer" means an automobile dealer that is wholly-owned by Lithia that facilitated the extension of credit on a Financed Vehicle to an Obligor and through which the Contract and related Receivable were originated by DFC pursuant to the related Dealer Agreement. "Dealer Agreement" means an existing agreement between a Dealer and DFC regarding the terms and conditions of the facilitation by the Dealer of the underwriting by DFC of Contracts and the related Receivables. "Debt-to-Equity Ratio" means, with respect to any date of determination, (i) an amount equal to DFC's aggregate Indebtedness divided by (ii) an amount equal to DFC's Tangible Net Worth. "Debt-to-Income Ratio" means, with respect to any Receivable and the related Obligor, (i) the sum of (a) all of the related obligor's and any related co-obligor's (but no related guarantor's) monthly fixed payment obligations (including mortgage and other loan payments, rents, credit card payments, student loan payments and child support payments) at the time such Receivable was originated, as determined by DFC in accordance with the Credit and Collection Policy in effect at such time, plus (b) the monthly Scheduled Payment under the related Contract, divided by (ii) the sum of all of such related obligor's and any related co-obligor's (but no related guarantor's) monthly gross income for the calendar month immediately preceding the date such Receivable was originated, as determined by DFC in accordance with the Credit and Collection Policy in effect at such time. "Default Rate" means a per annum rate equal to the sum of (i) the Alternate Base Rate and (ii) 2.75%. "Defaulted Receivable" means any Receivable (i) that has been, or is required to be, treated as "defaulted" in accordance with the Credit and Collection Policy, (ii) with respect to which the Servicer has determined in good faith that payments thereunder have ceased and are not likely to be resumed, (iii) with respect to which the greater of (a) $50 and (b) 10% or more of any Scheduled Payment remains unpaid for more than 120 days from the related due date, or (iv) for which the related Financed Vehicle has been repossessed. "Defaulting Committed Lender" means any Committed Lender that, as determined by the Administrative Agent: (i) has failed to fund any of its obligations to make Loans in accordance with Section 2.01, notwithstanding that all conditions to funding under Section 4.02 and, with respect to the Initial Loan, Section 4.01 have been satisfied or waived in accordance with the terms thereof, within three Business Days of the date required to be funded by it hereunder, (ii) has notified the Administrative Agent or the Borrower in writing that it does not intend to comply with such funding obligations, or has made a public statement to that effect with respect to such funding obligations hereunder, or (iii) has become subject to an Insolvency Event; provided, that a Committed Lender shall not be deemed to be a Defaulting Committed Lender DB1/ 139452285.4144571789.3 13 hereunder solely by virtue of any control of or ownership interest in, or the acquisition of any ownership interest in, such Committed Lender (or its direct or indirect parent company) or the exercise of control over such Committed Lender (or its direct or indirect parent company) by a Governmental Authority thereof, if and for so long as such ownership interest does not result in or provide such Committed Lender (or its direct or indirect parent company) with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Committed Lender (or its direct or indirect parent company) or such Governmental Authority to reject, repudiate, disavow or disaffirm obligations such as those under this Agreement. "Deferral" means, with respect to any Receivable or Serviced Portfolio Receivable, a deferral that is granted by the Servicer to an Obligor whereby (i) all or any portion of one or more Scheduled Payments is waived for the related due date and (ii) such waived amount is due from such Obligor by no later than the final due date for the related Contract (which final due date may have been extended by the Servicer in connection with such deferral). For purposes of this definition, the "Obligor," "Scheduled Payment" and "Contract" for each Serviced Portfolio Receivable that is not a Receivable shall be determined as if it were a "Receivable" for purposes of all related defined terms. "Delinquent Receivable" means any Receivable, (i) with respect to which the greater of (a) $50 and (b) 10% or more of any Scheduled Payment remains unpaid for 60 or more days from the related due date and (ii) that is not a Defaulted Receivable. "Derivatives" means any (i) exchange-traded or over-the-counter forward, future, option, swap, cap, collar, floor or foreign exchange contract or any combination of the foregoing, whether for physical delivery or cash settlement, relating to any interest rate, interest rate index, currency, currency exchange rate, currency exchange rate index, debt instrument, debt price, debt index, depository instrument, depository price, depository index, equity instrument, equity price, equity index, commodity, commodity price or commodity index, (ii) similar transaction, contract, instrument, undertaking or security or (iii) transaction, contract, instrument, undertaking or security containing any of the foregoing. "DFC" has the meaning given to such term in the Preamble. "Dodd-Frank Act" means The Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173). "Dollars" or "$" means the lawful currency of the United States. "Early Adoption Increased Costs" has the meaning given to such term in Section 2.10. "Early Adoption Increased Costs Representation" has the meaning given to such term in Section 2.10. "Early Amortization Event" means, on any date of determination, that: (i) as of any Reporting Date, the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Prime) for the three Collection Periods immediately

DB1/ 139452285.4144571789.3 14 preceding such Reporting Date is greater than 4.00% (provided, that no Early Amortization Event will occur under this clause (i) if a Significant Take-out Date occurred during any of such three Collection Periods); (ii) as of any Reporting Date, the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Non-Prime) for the three Collection Periods immediately preceding such Reporting Date is greater than 6.00% (provided, that no Early Amortization Event will occur under this clause (ii) if a Significant Take-out Date occurred during any of such three Collection Periods); (iii) as of any Reporting Date, the arithmetic mean of the Conduit Portfolio Delinquency Ratio for the three Collection Periods immediately preceding such Reporting Date is greater than 4.00% (provided, that no Early Amortization Event will occur under this clause (iii) if a Significant Take-out Date occurred during any of such three Collection Periods); (iv)as of any Reporting Date, the arithmetic mean of the Conduit Portfolio Deferral Ratio for the three Collection Periods immediately preceding such Reporting Date is greater than 1.50% (provided, that no Early Amortization Event will occur under this clause (iv) if a Significant Take-out Date occurred during any of such three Collection Periods); (v) a Borrowing Base Deficiency exists that has not been cured for at least three Business Days; provided, that if such Borrowing Base Deficiency would not have occurred but for the occurrence of a Step-up Event, then no Early Amortization Event will occur under this clause (v) unless such Borrowing Base Deficiency continues to exist as of the Reporting Date that occurs during the third Collection Period after the Collection Period during which such Borrowing Base Deficiency first existed; (vi)a breach of any Financial Covenant (Lithia) or any Financial Covenant (DFC) has occurred; (vii) any Servicer Termination Event (other than a Servicer Termination Event of the type specified in subsections (l), (m), (n) or (o) of Section 7.13) occurs; (viii) a Termination Event has occurred; or (ix)a Material Adverse Change has occurred. provided, that any Early Amortization Event may be waived in a writing by the Consenting Lenders to the Borrower, with a copy to the Administrative Agent and the Servicer. "Election Period" means the period commencing on the date that a request for an extension pursuant to Section 2.04(a) is delivered and ending on the earlier of (i) the 45th DB1/ 139452285.4144571789.3 15 calendar day thereafter or (ii) the 15th calendar day preceding the related Commitment Termination Date. "Electronic Contract" means a Contract that constitutes "electronic chattel paper" (under and as defined in Article 9 of the UCC as then in effect in the relevant State) evidencing any Receivable. "Electronic Vault" means the electronic vault wherein custody of Electronic Contracts shall be maintained in electronic form through a third-party Electronic Vault Provider that enables electronic contracting pursuant to the related Electronic Vault Services Agreement. "Electronic Vault Provider" means (i) RouteOne LLC, (ii) Dealertrack, Inc. or (iii) any other third-party provider of the technology platform on which the Electronic Vault operates that has been approved in writing by the Administrative Agent. "Electronic Vault Services Agreement" means an agreement among the Collateral Custodian and an Electronic Vault Provider pursuant to which the Electronic Vault Provider maintains the related Electronic Vault. "Electronic Vault System" means the electronic vault system with characteristics reasonably acceptable to the Administrative Agent provided by the Electronic Vault Provider pursuant to the Electronic Vault Services Agreement that enables electronic contracting. "Eligible Assignee" means (i) Mizuho Bank, Ltd., (ii) any other Committed Lender, (iii) a multi-seller commercial asset-backed paper conduit that is administered by a Lender, an Agent or the Administrative Agent or an Affiliate of any of them and the commercial paper notes of which are rated at least "A-1" by Standard & Poor's and "Prime-1" by Moody's, (iv) any other Person that is acceptable to the Agent related to the portion of the Commitment being assigned and with respect to which the Borrower has consented to in writing prior to such assignment (such consent of the Borrower not to be unreasonably withheld); provided, that no such consent of the Borrower shall be required during the occurrence and continuation of a Servicer Termination Event or Termination Event. "Eligible Pool Balance" means, as of any date of determination, the sum of the Adjusted Principal Balances of all Eligible Receivables as of such date. "Eligible Receivable" means, as of any date of determination, any Receivable (i) for which the related Receivable File is in the possession or "control" (within the meaning of Section 9-105 of the UCC as then in effect in the relevant State) of the Collateral Custodian, (ii) which is identified on the Schedule of Receivables delivered by the Borrower to the Administrative Agent as part of a Funding Request and (iii) which satisfies each of the eligibility requirements set forth on Schedule B hereto, in each case as of such date of determination. "ERISA" means the Employee Retirement Income Security Act of 1974, and the regulations promulgated and rulings issued thereunder. "ERISA Affiliate" means (i) any corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower, (ii) a

DB1/ 139452285.4144571789.3 16 trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Borrower, or (iii) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower, any corporation described in clause (i) above or any trade or business described in clause (ii) above. "Excess Concentration Amounts" means, as of any date of determination and without duplication, the sum of: (i) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligor has a billing address in the State with the highest concentration of Receivables by Obligor billing address as of such date minus (b) an amount equal to the product of (1) 43.0% times (2) the Eligible Pool Balance on such date; (ii) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligor has a billing address in the State with the second highest concentration of Receivables by Obligor billing address as of such date minus (b) an amount equal to the product of (1) 33.0% times (2) the Eligible Pool Balance on such date; (iii) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligor has a billing address in the State with the third highest concentration of Receivables by Obligor billing address as of such date minus (b) an amount equal to the product of (1) 23.0% times (2) the Eligible Pool Balance on such date; (iv)the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligor has a billing address in any State other than those States accounted for in clauses (i), (ii), and (iii), above, minus (b) an amount equal to the product of (1) 20.0% times (2) the Eligible Pool Balance on such date; (v) without duplication, the sum of (a) the positive difference, if any, of (1) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligors had FICO Scores of less than 700 minus (2) the product of (A) 75.0% times (B) the Eligible Pool Balance as of such date plus (b) the positive difference, if any, of (1) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligors had FICO Scores of less than 620 minus (2) the product of (A) 20.0% times (B) the Eligible Pool Balance as of such date plus (c) the positive difference, if any, of (1) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligors had FICO Scores of less than 550 minus (2) the product of (A) 10.0% times (B) the Eligible Pool Balance as of such date, calculated in all cases with Receivables that do not have such FICO Scores being deemed to have FICO Scores of zero; DB1/ 139452285.4144571789.3 17 (vi)the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligors did not have a FICO Score or had a FICO Score of zero minus (b) the product of (1) 5.0% times (2) the Eligible Pool Balance as of such date; (vii) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Loan-to-Value Ratios were greater than 125% at the time of underwriting minus (b) the product of (1) 30.0% times (2) the Eligible Pool Balance as of such date; (viii) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables that had original Principal Balances of greater than $40,000 minus (b) the product of (1) 60.0% times (2) the Eligible Pool Balance as of such date; (ix)the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables which or on any prior date were (but which no longer are as of such date of determination) Serviced Portfolio Defaulted Receivables minus (b) the product of (1) 1.0% times (2) the Eligible Pool Balance as of such date; (x) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Financed Vehicle was a Used Vehicle at the time such Receivable was originated minus (b) the product of (1) 80.085.0% times (2) the Eligible Pool Balance as of such date; (xi)the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the original term to maturity was more than 75 months minus (b) the product of (1) 27.5% times (2) the Eligible Pool Balance as of such date; (xii) the aggregate Adjusted Principal Balance of the Eligible Receivables that had FICO Scores of less than 660 at the time of their underwriting that would need to be subtracted from the Eligible Pool Balance on such date in order to cause the weighted average FICO Score of all Eligible Receivables (excluding Receivables that do not have a FICO Score or have a FICO Score of zero) to 660, with such weighted average calculated using the FICO Score of each such Receivable at the time of its underwriting; (xiii) the aggregate Adjusted Principal Balance of the Eligible Receivables that had Loan-to-Value Ratios at the time of their underwriting of greater than 118% that would need to be subtracted from the Eligible Pool Balance on such date in order to cause the weighted average Loan-to-Value Ratio of all Eligible Receivables at the time of their underwriting to equal 118%; (xiv) the aggregate Adjusted Principal Balance of the Eligible Receivables that had Payment-to-Income Ratios of greater than 12.0% at the time

DB1/ 139452285.4144571789.3 18 of their underwriting that would need to be subtracted from the Eligible Pool Balance on such date in order to cause the weighted average Payment-to-Income Ratios of all Eligible Receivables at the time of their underwriting to equal 12.0%; (xv) the aggregate Adjusted Principal Balance of the Eligible Receivables that had Debt-to-Income Ratios of greater than 45.0% at the time of their underwriting that would need to be subtracted from the Eligible Pool Balance on such date in order to cause the weighted average Debt-to-Income Ratio of all Eligible Receivables at the time of their underwriting to equal 45.0%; (xvi) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Financed Vehicle had an odometer reading of more than 125,000 miles at the time such Receivable was originated minus (b) the product of (1) 2.0% times (2) the Eligible Pool Balance as of such date; (xvii) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Loan-to-Value Ratios were greater than 140% at the time of underwriting minus (b) the product of (1) 3.0% times (2) the Eligible Pool Balance as of such date; and (xviii) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables that had original Principal Balances of greater than $100,000 minus (b) the product of (1) 2.5% times (2) the Eligible Pool Balance as of such date. "Excess Spread" means as of any date of determination, the difference of (i) the weighted average APR of all Eligible Receivables as of such date (weighted by the Principal Balance of such Eligible Receivables) minus (ii) the Servicing Fee Rate minus (iii) the Program Fee Rate minus (iv) the Weighted Average Hedge Rate as of such date minus (v) the Backup Servicing Fee Rate as of such date. "Excess Spread (Adjusted)" means, as of any date of determination, either: (i) with respect to any Receivable that is a Prime Receivable, the difference of (a) the percentage equivalent of a fraction, (1) the numerator of which equals the sum of (A) for each Eligible Receivable that is a Prime Receivable and has an APR that is less than the related Required Rate, the product of (x) the Adjusted Principal Balance of such Eligible Receivable as of such date times (y) the related Required Rate plus (B) for each Eligible Receivable that is a Prime Receivable and has an APR that is greater than or equal to the related Required Rate, the product of (x) the Adjusted Principal Balance of such Eligible Receivable as of such date times (y) the APR of such Eligible Receivable and (2) the denominator of which is the sum of the Adjusted Principal Balances as of such date of all Eligible Receivables that are Prime Receivables minus (b) the Servicing Fee Rate minus (c) the Program Fee Rate DB1/ 139452285.4144571789.3 19 minus (d) the Weighted Average Hedge Rate as of such date minus (e) the Backup Servicing Fee Rate as of such date; (ii) with respect to any Receivable that is a Near Prime Receivable, the difference of (a) the percentage equivalent of a fraction, (1) the numerator of which equals the sum of (A) for each Eligible Receivable that is a Near Prime Receivable and has an APR that is less than the related Required Rate, the product of (x) the Adjusted Principal Balance of such Eligible Receivable as of such date times (y) the related Required Rate plus (B) for each Eligible Receivable that is a Near Prime Receivable and has an APR that is greater than or equal to the related Required Rate, the product of (x) the Adjusted Principal Balance of such Eligible Receivable as of such date times (y) the APR of such Eligible Receivable and (2) the denominator of which is the sum of the Adjusted Principal Balances as of such date of all Eligible Receivables that are Near Prime Receivables minus (b) the Servicing Fee Rate minus (c) the Program Fee Rate minus (d) the Weighted Average Hedge Rate as of such date minus (e) the Backup Servicing Fee Rate as of such date; or (iii) with respect to any Receivable that is a Subprime Receivable, the difference of (a) the percentage equivalent of a fraction, (1) the numerator of which equals the sum of (A) for each Eligible Receivable that is a Subprime Receivable and has an APR that is less than the related Required Rate, the product of (x) the Adjusted Principal Balance of such Eligible Receivable as of such date times (y) the related Required Rate plus (B) for each Eligible Receivable that is a Subprime Receivable and has an APR that is greater than or equal to the related Required Rate, the product of (x) the Adjusted Principal Balance of such Eligible Receivable as of such date times (y) the APR of such Eligible Receivable and (2) the denominator of which is the sum of the Adjusted Principal Balances as of such date of all Eligible Receivables that are Subprime Receivables minus (b) the Servicing Fee Rate minus (c) the Program Fee Rate minus (d) the Weighted Average Hedge Rate as of such date minus (e) the Backup Servicing Fee Rate as of such date. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Excluded Taxes" means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (a) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (b) that are Other Connection Taxes, (ii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (a) such Lender acquires such interest in the Loan or Commitment or (b) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.11, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto

DB1/ 139452285.4144571789.3 20 or to such Lender immediately before it changed its lending office, (iii) Taxes attributable to such Recipient's failure to comply with Section 2.11(g) and (iv) any withholding Taxes imposed under FATCA. "Facility Amount" means, as of any date of determination, (i) prior to the Termination Date, the Aggregate Commitment on such day and (ii) on and after the Termination Date, the Loans Outstanding. "Facility Termination Date" means the date following the Termination Date on which the Aggregate Unpaids have been indefeasibly paid in full. "FATCA" means Sections 1471 through 1474 of the 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 applicable agreement entered into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreement with respect to the foregoing, and any regulations and official administrative guidance thereunder. "Federal Funds Effective Rate" means, for any day, the rate calculated by the NYFRB based on such day's federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB's Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than 0%, such rate shall be deemed to be 0% for the purposes of this Agreement. "Federal Reserve Board" means the Board of Governors of the Federal Reserve System. "Fee Letter" means the "Fee Letter", dated as of November 1, 2022, by and among the Borrower, the initial Servicer, and the Administrative Agent, setting forth, among other things, the Program Fee Rate, the Structuring Fee, and the Unused Commitment Fee Rate. "FICO Score" means with respect to any Receivable, the decisioned credit risk score that is generated by Equifax (or, if such credit risk score is unavailable through Equifax, the decisioned credit risk score that is generated by TransUnion or another equivalent consumer credit reporting agency) using their version 8 scorecard for use in the automotive lending sector, at the time of underwriting for the related Contract, which credit risk score is generated using statistical models established by Fair Isaac Corporation (or any successor entity thereto) for either (i) the related obligor or (ii) if greater, the related co-obligor under the related receivable. "Financed Vehicle" means, with respect to a Receivable, any new or used automobile, light-duty truck, minivan, sport utility vehicle or other passenger vehicle, together with all accessions thereto, securing the related Obligor's Indebtedness thereunder. "Financial Covenants (Lithia)" means: DB1/ 139452285.4144571789.3 21 (a) at all times prior to the date on which each Agent is party to the Lithia Loan Agreement as a Lender, each of the covenants listed on Schedule F to this Agreement; (b) at all times that each Agent is party to the Lithia Loan Agreement as a “Lender,” each of (i) the “Financial Covenant – Fixed Charge Coverage Ratio” set forth at Section 11.1.2 of the Lithia Loan Agreement and (ii) the “Financial Covenant – Leverage Ratio” set forth at Section 11.1.3 of the Lithia Loan Agreement, in each case giving effect to any amendments or other modifications that are at any time made to such sections, or the defined terms used in such sections, or any other provisions of the Lithia Loan Agreement that affect the calculations set forth in such sections, so long as any such amendments or other modifications are made in accordance with the terms of the Lithia Loan Agreement; or (c) at all times from and after the date on which any Agent ceases for any reason to be party to the Lithia Loan Agreement as a “Lender,” each of (i) the “Financial Covenant – Fixed Charge Coverage Ratio” set forth at Section 11.1.2 of the Lithia Loan Agreement and (ii) the “Financial Covenant – Leverage Ratio” set forth at Section 11.1.3 of the Lithia Loan Agreement, as in effect on such date, without giving effect to any amendments or other modifications that are at any time made to such sections, or the defined terms used in such sections, or any other provisions of the Lithia Loan Agreement that affect the calculations set forth in such sections after such date, unless such amendments or other modifications have been consented to in writing by the Administrative Agent and the Required Lenders. "Financial Covenants (DFC)" means each of: (i) DFC's Tangible Net Worth for the most recently ended fiscal quarter shall at least equal (a) on or prior to June 29, 2023, $300,000,000, (b) from and including June 30, 2023 and through and including December 30, 2023, $330,000,000, (c) from and including December 31, 2023 and through and including June 29, 2024, $375,000,000, and (d) from and including June 30, 2024 and on all dates thereafter, $525,000,000; and (ii) DFC's Debt-to-Equity Ratio for the most recently ended fiscal quarter shall not exceed 7.50 to 1.0. "Floor" means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to Daily Simple SOFR, as applicable. For the avoidance of doubt the initial Floor for Daily Simple SOFR shall be 0%. "Force Majeure Event" means an act of God or the public enemy, acts of declared or undeclared war (including acts of terrorism), public disorder, rebellion or sabotage, epidemics, pandemics, landslides, lightening, fire, hurricanes, earthquakes, floods or similar causes. "Foreign Lender" means a Lender that is not a U.S. Person.

DB1/ 139452285.4144571789.3 22 "Formation Documents" means, with respect to (i) the Borrower, its limited liability company agreement and certificate of formation, (ii) DFC, its certificate of incorporation and bylaws, and (iii) Lithia, its certificate of incorporation and bylaws. "Fully Hedged" means a condition that exists as of any date of determination if the aggregate notional amount under all Hedge Transactions as of such date is at least equal to 100% of the Loans Outstanding as of such date (after giving effect to any changes to the Loans Outstanding on such date). "Funding Date" means each Business Day on which a Loan is made and Receivables are added to the Collateral in connection with such Loan. "Funding Request" means a written notice from the Borrower requesting a Loan and including the items required by Section 2.01(b), substantially in the form of Exhibit A hereto. "GAAP" means generally accepted accounting principles as in effect from time to time in the United States. "Governmental Authority" means, with respect to any Person, any nation or government, any State or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person. "Hedge Breakage Costs" means, with respect to any Hedge Transaction, any amount payable by the Borrower to the related Hedge Counterparty upon the early termination of such Hedge Transaction or any portion thereof. "Hedge Collateral" means all of the rights of the Borrower, whether now existing and hereafter acquired, in and to all Hedging Agreements, Hedge Transactions and all present and future amounts payable by all Hedge Counterparties to the Borrower under or in connection with such Hedging Agreements and Hedge Transactions with such Hedge Counterparties. "Hedge Counterparty" means any entity that on the date of entering into any Hedge Transaction is (i) Mizuho Bank or an Affiliate thereof or (ii) (a) is an interest rate swap dealer, (b) whose debt ratings satisfy each of the Long-Term Rating Requirement and the Short-Term Rating Requirement and (c) agrees that in the event that Moody's or Standard & Poor's reduces its long-term unsecured debt rating below the Long-Term Rating Requirement or its short-term unsecured debt rating below the Short-Term Rating Requirement, it shall (1) transfer its rights and obligations under each Hedge Transaction to another entity that meets the requirements of this definition and has entered into a Hedging Agreement with the Borrower on or prior to the date of such transfer, or (2) post collateral in an amount satisfactory to the Required Lenders. Each Hedge Counterparty must consent to the assignment of the Borrower's rights under the Hedging Agreement to the Administrative Agent pursuant to Section 6.03(f). "Hedge Counterparty Collateral Account" has the meaning given to such term in Section 6.03(b). DB1/ 139452285.4144571789.3 23 "Hedge Reserve Account" means the segregated account established by the initial Servicer, on behalf of the Borrower, with the Account Bank in the name of the Borrower for the benefit of the Secured Parties, and identified as the "Hedge Reserve Account" on Schedule H to this Agreement, into which amounts may be deposited by the Borrower in accordance with Section 6.03(a) and which at all times will be subject to the Control Agreement. "Hedge Reserve Account Required Amount" means, as of any date of determination on which a Hedge Shortfall exists, an amount equal to the product of (i) 110% times (ii) the quoted purchase price from any Lender, any Agent, or any Affiliate of any Lender or Agent (which price shall be reasonably determined based on prevailing market conditions and such Lender or Agent's pricing of caps of a similar size, duration and cap rate) most recently received by the Borrower (or the Servicer on behalf of the Borrower) pursuant to Section 6.03(a)(ii) hereof (which quote shall, for purpose of this definition, continue in effect until the next succeeding date on which such a quote is received pursuant to Section 6.03(a)(ii) hereof), for an interest rate cap (A) that has a notional amount equal to the Hedge Shortfall, and a duration, amortization and cap rate that is agreed upon by the Borrower and the Administrative Agent for such date and (B) the cap rate for which is the maximum cap rate that would cause the Excess Spread to equal the "Average Target Rate" if a Hedge Transaction in the form of an interest rate cap having such strike rate and having the notional amount referenced in clause (A) was included in the calculation of "Weighted Average Hedge Rate" on such date. For purposes of this definition, the "Average Target Rate" as of any date of determination is the weighted average Target Rate of all Eligible Receivables (weighted by the Principal Balance of such Eligible Receivables). "Hedge Shortfall" means, as of any date of determination, the positive difference of (i) the Loans Outstanding (after giving effect to any changes to the Loans Outstanding on such date) minus (ii) the aggregate notional amount of all outstanding Hedge Transactions on such date. "Hedge Transaction" means each interest rate hedge transaction between the Borrower and a Hedge Counterparty that is entered into pursuant to Section 6.03 and is governed by a Hedging Agreement. "Hedging Agreement" means each agreement between the Borrower and a Hedge Counterparty which governs one or more Hedge Transactions entered into pursuant to Section 6.03, which agreement shall be reasonably acceptable to the Administrative Agent and shall consist of a "Master Agreement" in a form published by the International Swaps and Derivatives Association, Inc., together with a "Schedule" thereto, any applicable Credit Support Annex and each "Confirmation" thereunder confirming the specific terms of each such Hedge Transaction. "Indebtedness" means, with respect to any Person and any day, without duplication, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or which is evidenced by a note, bond, debenture or similar instrument, (ii) all obligations of such Person under capital leases, (iii) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (iv) all liabilities secured by any Lien on any property owned by such Person even though such Person

DB1/ 139452285.4144571789.3 24 has not assumed or otherwise become liable for the payment thereof and (v) all indebtedness, obligations or liabilities of that Person in respect of Derivatives. "Indemnified Amounts" has the meaning given to such term in Section 9.01. "Indemnified Party" has the meaning given to such term in Section 9.01. "Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Borrower Basic Document and (b) to the extent not otherwise described in (a), Other Taxes. "Independent Director" means a natural Person who either (i) (a) shall not have been at the time of such Person's appointment or at any time during the preceding five years, and shall not be as long as such Person is a director of the Borrower, (1) a director, officer, employee, partner, shareholder, equity owner, member, manager or Affiliate of DFC or Lithia, or any Affiliate of DFC, Lithia, or the Borrower (other than as an independent director or manager of such Person), (2) a customer or supplier of DFC, Lithia, the Borrower or any of their respective Affiliates, (3) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate, customer or supplier of DFC, Lithia, the Borrower or any of their respective Affiliates or (4) a member of the immediate family of any Person described in clauses (1) through (3) above; provided, that such Independent Director may be an independent director of another special purpose entity affiliated with DFC or Lithia or any of their respective Affiliates, (b) is an employee of a company that (1) is in the business of providing independent director services for special purpose entities and (2) is recognized in the securitization market as a provider of such services, (c) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of insolvency proceedings against it or could file a petition seeking relief under any applicable insolvency laws and (d) has at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities or (ii) has otherwise been approved in writing by the Administrative Agent. "Ineligible Receivable" means, as of any date of determination, a Receivable that is not an Eligible Receivable. "Initial Loan" means the first Loan made on or after the Closing Date. "Insolvency Event" means, with respect to a specified Person, (i) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days or (ii) the commencement by such Person of a voluntary case under any Insolvency Law now or hereafter in effect, or the DB1/ 139452285.4144571789.3 25 consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing. "Insolvency Laws" means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, rearrangement, receivership, insolvency, reorganization, suspension of payments, marshaling of assets and liabilities or similar debtor relief laws from time to time in effect affecting the rights of creditors generally. "Insolvency Proceeding" means, with respect to any Person, any bankruptcy, insolvency, arrangement, rearrangement, conservatorship, moratorium, suspension of payments, readjustment of debt, reorganization, receivership, liquidation, marshaling of assets and liabilities or similar proceeding of or relating to such Person under any Insolvency Laws. "Instrument" means any "instrument" (as defined in Article 9 of the UCC), other than an instrument that constitutes part of chattel paper. "Insurance Policy" means, with respect to any Receivable, (i) an insurance policy covering physical damage to or loss of the related Financed Vehicle or (ii) any lender's single interest, credit life, disability, hospitalization and similar insurance policies with respect to the related Obligor. "Insurance Proceeds" means any amounts payable or any payments made under any Insurance Policy. "Interest" means, for any Interest Period and each Loan outstanding during such Interest Period, interest on the Principal Amount of such Loan computed pursuant to Sections 2.05(b) and 2.05(d); provided, that (i) no provision of this Agreement shall require or permit the collection of Interest in excess of the Maximum Lawful Rate and (ii) Interest shall not be considered paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason. "Interest Period" means, with respect to each Payment Date, the immediately preceding Collection Period (or, in the case of the first Payment Date, the period from and including the Closing Date through and including November 30, 2022); provided, that any Interest Period that commences before the Facility Termination Date that would otherwise end after the Facility Termination Date shall end on the Facility Termination Date. "Invested Percentage" means, for a Lender as of any date of determination, the percentage equivalent of (i) the sum of (a) the portion of the Loans Outstanding (if any) funded by such Lender on or prior to such day, plus (b) with duplication of any amount in clause (a), any portion of the Loans Outstanding acquired by such Lender on or prior to such day as an assignee from another Lender pursuant to an Assignment and Acceptance, minus (c) any portion of the Loans

DB1/ 139452285.4144571789.3 26 Outstanding assigned by such Lender to an assignee on or prior to such day pursuant to an Assignment and Acceptance, divided by (ii) the Loans Outstanding on such day. "Investment" means, with respect to any Person, any direct or indirect loan, advance or investment by such Person in any other Person, whether by means of share purchase, capital contribution, loan or otherwise, and excluding commission, travel and similar advances to officers, employees and directors made in the ordinary course of business. "Investment Company Act" means the Investment Company Act of 1940, as amended. "IRS" means the U.S. Internal Revenue Service. "ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto. "Lender Advance" means a Lender's Lender Percentage of the Principal Amount of a particular Loan to be made to the Borrower on a Funding Date. "Lender Group" means each group of Lenders consisting of (i) one or more Lenders and (ii) an Agent, in each case as indicated on the related Lender Supplement. As of the Closing Date, the sole Lender Group is the Mizuho Lender Group. "Lender Percentage" means a Lender's Commitment as a percentage of the Aggregate Commitment. "Lender Register" has the meaning given to such term in Section 11.01(c). "Lenders" means, collectively, the Committed Lenders. "Lender Supplement" means (i) with respect to the Mizuho Lender Group, the information set forth in Schedule A to this Agreement and (ii) with respect to any other Lender Group, the information set forth in the related Lender Supplement, in each case as the same may be amended or otherwise modified from time to time, with, in the case of changes to the Facility Amount and any Commitment, the consent of the Borrower. With respect to the Lender Supplement for any Lender Group other than the Mizuho Lender Group, such Lender Supplement shall contain substantially similar information to that set forth in Schedule A with respect to the Mizuho Lender Group. "Liability" means any duty, responsibility, obligation or liability. "Lien" means any mortgage, lien, pledge, charge, claim, security interest or encumbrance of any kind. "Lithia" means Lithia Motors, Inc., an Oregon corporation. DB1/ 139452285.4144571789.3 27 “Lithia Loan Agreement” means that certain Fourth Amended and Restated Loan Agreement, dated as of April 29, 2021, by and among Lithia, Lithia's subsidiaries party thereto, the lenders party thereto, and U.S. Bank National Association, as agent for the lenders party thereto. "Loan" has the meaning given to such term in Section 2.01(a). "Loan-to-Value Ratio" means, with respect to any Receivable, the percentage equivalent of a fraction, (i) the numerator of which is the original Principal Balance of such Receivable and (ii) the denominator of which is the book value of the related Financed Vehicle at the date of underwriting, where such book value is the selling price of the Financed Vehicle as determined in accordance with the Credit and Collection Policy. "Loans Outstanding" means, on any day, the aggregate Principal Amount of all Loans made on or prior to such day, reduced from time to time by payments and distributions in respect of principal of the Loans in accordance with the terms hereof. "Lockbox Account" means one or more deposit accounts established and maintained at the Lockbox Bank by DFC. "Lockbox Bank" means, initially, JPMorgan Chase Bank, N.A. or any other bank as agreed to by the Borrower, the Administrative Agent and the Required Lenders. "Lockboxes" means one or more post office boxes or operating accounts established by DFC and maintained at the Lockbox Bank. "Long-Term Rating Requirement" means, with respect to any Person, that such Person has a long-term unsecured debt rating of not less than "A" by Standard & Poor's and not less than "A2" by Moody's. "Mandatory Hedging Condition" means that, as of any date of determination, one or more of the following events has occurred and the occurrence of a Mandatory Hedging Condition has not been expressly waived in accordance with Section 13.01 (regardless of whether any such event, or any other consequences of such event, have been waived, either in accordance with Section 13.01 or otherwise): (i) any Termination Event has occurred; (ii) any Servicer Termination Event has occurred; or (iii) the Commitment Termination Date occurs. "Material Adverse Change" means any event or condition which would have a material adverse effect on (i) the collectability of all or a material portion of the Receivables, (ii) the condition (financial or otherwise), business or properties of the Borrower, (iii) the ability of the Servicer to collect on the Receivables, (iv) the condition (financial or otherwise), business or properties of DFC, or (v) the condition (financial or otherwise), businesses or investments of the Performance Guarantor. For the avoidance of doubt, the following is a non-exclusive list of changes to the Credit and Collection Policy which, if reasonably likely to negatively impact the creditworthiness or collectability of any Receivables, will be deemed to constitute a “Material Adverse Change” unless such changes are made with the consent of the Administrative Agent in the manner set forth in this Agreement: changes that would modify any of (a) the maximum allowable threshold limitations for substantial underwriting criteria, including but not limited to

DB1/ 139452285.4144571789.3 28 those related to loan term, Debt-to-Income Ratio, Payment-to-Income Ratio, and Loan-to-Value Ratio; (b) the categorization of receivables as delinquent, non-performing, defaulted or charged-off; (c) material collection processes relating, without limitation, to delinquent, non-performing, defaulted or charged-off receivables, loan loss recognition, loan modification (including extensions and deferrals), end-of-term recovery and processing, and collateral recovery; (d) any provisions for credit exceptions; and (e) stated creditworthiness thresholds required for obligors. "Material Adverse Effect" means, with respect to any Person and to any event or circumstance, a material adverse effect on (i) the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person (including any such change or effect resulting from the introduction of or change in any Applicable Laws or any ruling, order or other action by any Governmental Authority), taken as a whole, (ii) the validity or enforceability of this Agreement or any other Basic Document or the validity, enforceability or collectability of a material portion of (a) the Contracts (taken as a whole), (b) the Receivables (taken as a whole) or (c) any other Collateral (taken as a whole), (iii) the rights and remedies of the Administrative Agent and Secured Parties under the Basic Documents, (iv) the ability of such Person to perform its obligations under this Agreement or any other Basic Document to which it is a party, or (v) the status, existence, perfection, priority or enforceability of the interest of the Administrative Agent or the Lenders in the Collateral. "Maximum Lawful Rate" means the highest rate of interest permissible under Applicable Law. "Member" has the meaning set forth in the Borrower's Formation Documents. "Mizuho Agent" means Mizuho Bank, Ltd., in its capacity as Agent for the Mizuho Lender Group, and its successors in such capacity. "Mizuho Bank" means Mizuho Bank, Ltd. "Mizuho Lender Group" means the group of Lenders consisting of (a) the Committed Lender identified on the Lender Supplement attached hereto as Schedule A, and (b) the Mizuho Agent. "Monthly Backup Servicer Certificate" means a monthly report of the Backup Servicer in the form prescribed by the Backup Servicing Agreement which shall set forth, among other items, the Backup Servicer's recalculation of the Eligible Pool Balance, the Borrowing Base, the Conduit Portfolio Delinquency Ratio, the Conduit Portfolio Net Loss Ratio (Non-Prime), the Conduit Portfolio Net Loss Ratio (Prime), the Serviced Portfolio Delinquency Ratio, the Serviced Portfolio Net Loss Ratio (Non-Prime), and the Serviced Portfolio Net Loss Ratio (Prime), in each case as of the end of the Collection Period immediately preceding the date on which such certificate is delivered. "Monthly Principal Payment Amount" means either (i) with respect to any Payment Date occurring prior to the Termination Date, the lesser of (a) the excess (if any) of the Loans Outstanding on such date (excluding any additional amounts to be borrowed on such Payment DB1/ 139452285.4144571789.3 29 Date) over the Borrowing Base on such Payment Date and (b) the amount of Available Funds that is available to be applied pursuant to Section 2.06(v)(B) on such Payment Date (after giving effect to all payments pursuant to sub-clauses (i) through (v) of Section 2.06 on such Payment Date) or (ii) with respect to any Payment Date occurring on or after the Termination Date, the lesser of (a) the Loans Outstanding on such date and (b) the amount of Available Funds that is available to be applied pursuant to Section 2.06(v)(B) on such Payment Date (after giving effect to all payments pursuant to subclauses (i) through (v) of Section 2.06 on such Payment Date) . "Monthly Report" means a monthly statement of the Servicer delivered pursuant to Section 7.07(a) on each Reporting Date with respect to the related Collection Period, substantially in the form of Exhibit F. "Moody's" means Moody's Investors Service, Inc. "Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding five years contributed to by the Borrower, DFC, Lithia or any ERISA Affiliate on behalf of their employees. "Near Prime Receivable" means a Receivable for which, at the time of underwriting, the related FICO Score was (i) less than 680 but also (ii) greater than or equal to 620. "Net Eligible Pool Balance" means, as of any date of determination, the difference of (i) the Eligible Pool Balance as of such date minus (ii) the Excess Concentration Amount as of such date. "Non-Extending Lender" means, after its respective Commitment Termination Date, each Lender that has declined to extend its Commitment Termination Date in accordance with Section 2.04, to the extent not replaced pursuant to Section 2.04(b). "Non-Prime Receivable" means a Receivable that is either a Near Prime Receivable or a Subprime Receivable. "Non-Prime Serviced Portfolio Receivable" means a Serviced Portfolio Receivable for which, at the time of underwriting, (i) the related FICO Score was less than 680 (including a FICO Score of zero) or (ii) there was no FICO Score. "NYFRB" means the Federal Reserve Bank of New York. "NYFRB Rate" means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided, that if none of such rates are published for any day that is a Business Day, the term "NYFRB Rate" means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement.

DB1/ 139452285.4144571789.3 30 "NYFRB's Website" means the website of the NYFRB at http://www.newyorkfed.org, or any successor source. "Obligations" means all loans, advances, debts, liabilities, indemnities and obligations for monetary amounts owing by the Borrower to the Secured Parties, the Collateral Custodian, the Backup Servicer, any Successor Servicer, the Administrative Agent, the Agents or any of their respective assigns, as the case may be, whether due or to become due, matured or unmatured, liquidated or unliquidated, contingent or non-contingent and all covenants and duties regarding such amounts, of any kind or nature, present or future, arising under or in respect of any of the Loans or any Hedging Agreement, whether or not evidenced by any separate note, agreement or other instrument, including all principal, interest (including interest that accrues after the commencement against the Borrower of any action under the Bankruptcy Code), amounts payable pursuant to Section 2.12, Breakage Costs, Hedge Breakage Costs, fees, including any and all arrangement fees, loan fees, Program Fees, Structuring Fees, and Unused Commitment Fees and any and all other fees, expenses, costs or other sums (including attorney fees and disbursements) chargeable to the Borrower under the Basic Documents. "Obligor" means each Person obligated to make payments pursuant to a Receivable, including any guarantor thereof. "Officer's Certificate" means a certificate signed by any Responsible Officer of the Borrower, the Servicer, DFC, Lithia, the Backup Servicer or the Collateral Custodian, as the case may be, and delivered to the Administrative Agent. “Omnibus Amendment No. 2 Effective Date” means February [•], 2024. “Online Originated Receivable” means a Receivable that is originated by DFC with an Obligor directly through the Online Platform. “Online Platform” means (a) the motor vehicle sale platform owned and maintained by Lithia under the tradename "Driveway," pursuant to which DFC has access enabling it to directly originate Receivables in connection with such vehicle sales, (b) any successor to such “Driveway” platform that is also owned and maintained by Lithia, and (c) any other online platform pursuant to which DFC has access enabling it to directly originate Receivables and which has been Consented to by the Required Lenders. "Opinion of Counsel" means, with respect to any Person, a written opinion of counsel, who is reasonably acceptable to the Administrative Agent. "Other Connection Taxes" means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Borrower Basic Document, or sold or assigned an interest in any Loan or Borrower Basic Document). DB1/ 139452285.4144571789.3 31 "Other Taxes" means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Borrower Basic Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment. "Overnight Bank Funding Rate" means, for any date, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB's Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate. "Owners" means the Lenders that are owners of record of the Loans or, with respect to any Loan owned by an Agent hereunder as nominee on behalf of Lenders in the related Lender Group, the Lenders that are beneficial owners of such Loan as reflected on the books of such Agent in accordance with this Agreement and the other Basic Documents. "Partial Expiration Event" means the occurrence of the election of one or more Non-Extending Lenders after its respective Commitment Termination Date to not extend its Commitment, unless such Non-Extending Lender is replaced pursuant to Section 2.04(b) or unless the Termination Date shall have occurred. "Partial Expiration Event Amount" means the portion of Loans Outstanding payable pursuant to Section 2.06(vi) in connection with a Partial Expiration Event. "Participant Register" has the meaning given to such term in Section 11.01(e). "Patriot Act" means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). "Payment" has the meaning assigned to it in Section 10.09. "Payment Date" means (i) the 20th day of each calendar month, (or if any such day is not a Business Day, the next succeeding Business Day), commencing December 20, 2022. or (ii) with respect to any calendar month in which the Borrower has provided the Administrative Agent, each Agent, the Servicer and the Backup Servicer at least ten Business Days' prior written notice of its intent to effect the related Take-out during such calendar month pursuant to Section 2.12(a) hereof, the related Take-out Date for such Take-out if agreed to in writing by the Borrower, the Administrative Agent, each Agent and the Servicer. "Payment Notice" has the meaning assigned to it in Section 10.09. "Payment-to-Income Ratio" means, with respect to any Receivable as of the date of underwriting, the ratio (expressed as a percentage) of (i) the monthly payment owed by the related Obligor pursuant to the related Contract to (ii) the sum of all of the related obligor's and any related co-obligor's (but no related guarantor's) monthly gross income for the calendar month

DB1/ 139452285.4144571789.3 32 immediately preceding the date such Receivable was originated, as determined by DFC in accordance with the Credit and Collection Policy in effect at such time. "Pension Plan" means an "employee pension benefit plan," as such term is defined in Section 3(2) of ERISA, maintained by the Borrower, DFC, Lithia, or any ERISA Affiliate, or in which employees of the Borrower are entitled to participate, as from time to time in effect. "Performance Guarantor" means Lithia. "Performance Guaranty" means the Performance Guaranty, dated as of November 1, 2022, by the Performance Guarantor in favor of the Secured Parties. "Permitted Investments" means any of the following types of investments: (i) marketable obligations of the United States, the full and timely payment of which are backed by the full faith and credit of the United States and which have a maturity of not more than 30 days from the date of acquisition; (ii) bankers' acceptances and certificates of deposit and other interest-bearing obligations (in each case having a maturity of not more than 30 days from the date of acquisition) denominated in Dollars and issued by any bank with capital, surplus and undivided profits aggregating at least $100,000,000, the short-term obligations of which meet or exceed the Short-Term Rating Requirement; (iii) commercial paper rated at least A-1 by Standard & Poor's and Prime-1 by Moody's; (iv)money market funds registered under the Investment Company Act having a rating, at the time of such investment, of not less than Aaa by Moody's and AAAm by Standard & Poor's; (v) interest-bearing demand deposits, time deposits or certificates of deposit (having original maturities of no more than 365 days) of depository institutions or trust companies incorporated under the laws of the United States or any State (or domestic branches of any foreign bank) and subject to supervision and examination by federal or State banking or depository institution authorities; provided, that at the time such investment, or the commitment to make such investment, is entered into, the short-term debt rating of such depository institution or trust company shall meet or exceed the Short-Term Rating Requirement; and (vi)any other investments approved in writing by the Administrative Agent; provided, that each of the Permitted Investments may be purchased from the Administrative Agent, the Account Bank, or any of their respective Affiliates. DB1/ 139452285.4144571789.3 33 "Permitted Liens" means (i) Liens in favor of the Borrower created pursuant to the Purchase Agreement, (ii) Liens in favor of any Agent or the Administrative Agent, as agent for the Secured Parties created pursuant to this Agreement or any other Basic Document, (iii) Liens for taxes and assessments not yet due or for taxes which the Borrower is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount thereof and such contest does not materially endanger any right or interest of the Secured Parties under the Basic Documents, (iv) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker's Liens, rights of set-off or similar rights and remedies covering deposit or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, (v) Liens created pursuant to the Control Agreement, and (vi) mechanics' liens and other liens arising by operation of law. "Person" means an individual, partnership, corporation, trust (including a business or statutory trust), limited liability company, joint stock company, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or other entity. "Plan Event" means the occurrence of any of the following: (i) a notice of intent to terminate a Pension Plan has been filed; (ii) a Pension Plan termination under Section 4041(f) of ERISA; (iii) the Pension Benefit Guaranty Corporation institutes proceedings to terminate, or appoint a trustee to administer any Pension Plan; or (iv) the occurrence of an event or existence of any condition that might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Pension Plan. "Pool Balance" means, as of any date of determination, the sum of the Adjusted Principal Balances of all Receivables as of such date. "Posted Collateral" has the meaning given to such term in Section 6.03(b). "Prime Rate" means the rate of interest last quoted by The Wall Street Journal as the "Prime Rate" in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective. "Prime Receivable" means a Receivable for which, at the time of underwriting, the related FICO Score was 680 or greater. "Prime Serviced Portfolio Receivable" means a Serviced Portfolio Receivable for which, at the time of underwriting, the related FICO Score was 680 or greater. "Principal Amount" means, with respect to any Loan, the aggregate amount advanced by the Lenders on the Funding Date in respect of such Loan.

DB1/ 139452285.4144571789.3 34 "Principal Balance" means, for any Receivable as of any date of determination, (i) the related Amount Financed minus (ii) the sum, without duplication, of (a) that portion of all Scheduled Payments actually received on or prior to such day allocable to principal using the Simple Interest Method plus (b) any payment of the Release Price with respect to such Receivable allocable to principal plus (c) any Cram Down Loss in respect of such Receivable plus (d) any prepayment in full or any partial prepayment applied in reduction of principal of such Receivable. "Program Fee" means, for any Collection Period, the fee payable by the Borrower on the related Payment Date in an amount equal to the product of (i) the Program Fee Rate times (ii) the average daily Loans Outstanding during such Collection Period times (iii) a fraction, (a) the numerator of which is the actual number of days during such Collection Period and (b) the denominator of which is 360. "Program Fee Rate" has the meaning given to such term in the Fee Letter. "Purchase Agreement" means the Purchase Agreement, dated as of November 1, 2022, between DFC and the Borrower, together with each Purchase Agreement Supplement. "Purchase Agreement Supplement" means a Purchase Agreement Supplement in substantially the form attached to the Purchase Agreement as Exhibit A, executed by the Borrower and DFC in connection with a transfer of Receivables and the related Collateral on any Funding Date. "Qualified Institution" means any depository institution or trust company organized under the laws of the United States or any State (or any domestic branch of a foreign bank), (i) (a) that meets (or the parent of which meets) either (1) the Long-Term Rating Requirement or (2) the Short-Term Rating Requirement or (b) is otherwise acceptable to the Administrative Agent and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation. "Quarterly Report" means a data tape, which shall include as to each Receivable such information as shall be agreed upon by the Administrative Agent and the initial Servicer or the Successor Servicer, as applicable, including such information as the Administrative Agent may reasonably request from time to time to satisfy or fulfill regulatory requirements applicable to the Secured Parties, including capital treatment under Basel II or Basel III. "Receivable" means Indebtedness owed to DFC or the Borrower by an Obligor (without giving effect to any pledge hereunder) under a Contract included as part of the Collateral, whether constituting an account, chattel paper, instrument or general intangible, arising out of or in connection with the sale of the Financed Vehicle related thereto, and including the right of payment of any finance charges and other obligations of the Obligor with respect thereto. Notwithstanding the foregoing, once the Administrative Agent has released its security interest in a Receivable and the related Contract in accordance with the terms of this Agreement, such Receivable shall no longer be a Receivable hereunder. "Receivable File" means a file pertaining to each Receivable containing, among other things, each of the following documents: DB1/ 139452285.4144571789.3 35 (i) a fully executed original of the related Contract or, if the fully executed original of the related Contract was lost or destroyed prior to the Omnibus Amendment No. 2 Effective Date, a copy of the fully executed related Contract; (ii) (a) a certificate of insurance, (b) an application form for insurance signed by the related Obligor, or (c) a signed representation letter from the Obligor pursuant to which the Obligor has agreed to obtain physical damage insurance for the related Financed Vehicle; (iii) a copy of the application filed to amend the Certificate of Title to indicate the security interest of DFC in the related Financed Vehicle and, from and after the time that such Certificate of Title has been so amended, if the applicable jurisdiction (a) issues original certificates of title, the original Certificate of Title or, until such original Certificate of Title is available, an application therefor, or (b) does not issue original certificates of title, a copy of such Certificate of Title or other equivalent issued by such jurisdiction; (iv)an electronic copy of the original credit application signed by the related Obligor; (v) electronic copies of all original assumption, consolidation, extension, modification or waiver agreements, if any, relating to such Receivable; (vi)any other documents that the Servicer shall keep on file, in accordance with its customary procedures or the Credit and Collection Policy relating to such Receivable, the related Obligor or the related Financed Vehicle; and (vii) electronic copies of any additional original loan documents evidencing any assumption, consolidation, extension, modification or waiver of such Receivable. "Recipient" means the Administrative Agent or any Lender. "Records" means, with respect to any Contract, all documents, books, records and other information (including computer programs, tapes, disks, punch cards, data processing software and related property and rights) maintained with respect to any related item of Collateral and the related Obligor. "Recoveries" means, with respect to any Defaulted Receivable and Collection Period, all monies collected from whatever source during such Collection Period in respect of such Defaulted Receivable, including Insurance Proceeds but excluding payment of the related Release Price, net of any amounts required by Applicable Law to be remitted to the related Obligor and net of the Servicer's expenses (other than overhead) incurred in connection with the liquidation of such Defaulted Receivable and the related Financed Vehicle.

DB1/ 139452285.4144571789.3 36 "Reference Time" means, with respect to any setting of the then-current Benchmark, (i) if such Benchmark is Daily Simple SOFR, then four Business Days prior to such setting or (ii) if such Benchmark is not Daily Simple SOFR, the time determined by the Administrative Agent in its reasonable discretion. "Registrar of Titles" means, with respect to any State, the governmental agency or body responsible for the registration of, and the issuance of certificates of title relating to, motor vehicles and liens thereon. "Regulatory Requirement" has the meaning set forth in Section 2.10(a). "Release Price" means an amount equal to the sum of (i) the Principal Balance of each Receivable retransferred pursuant to Section 5.04(a) or 5.04(b), as applicable plus (ii) accrued interest on each such Receivable (at the related APR) through the date of repurchase plus (iii) all related Breakage Costs plus (iv) all Hedge Breakage Costs due to the relevant Hedge Counterparties for any termination, in whole or in part, of one or more Hedge Transactions related to the relevant Hedging Agreement, as required by the terms of any Hedging Agreement. "Relevant Governmental Body" means the Federal Reserve Board and/or the NYFRB, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto. "Reportable Event" means any of the events set forth in Section 4043(c) of ERISA for which the 30-day notice provision has not been waived. "Reporting Date" means, with respect to any Payment Date and the related Collection Period, the second Business Day prior to such Payment Date. "Required Lenders" means at a particular time, Lenders with aggregate Commitments equal to 100% of the Aggregate Commitment. "Required Overcollateralization" means, as of any date, an amount equal to the product of (i) Weighted Average Overcollateralization Percentage as of such date times (ii) the highest Net Eligible Pool Balance since the most recent Funding Date or, if more recent, the most recent Take-out Date, in each case after giving effect to the related additions or removals of Receivables on such date. "Required Overcollateralization Percentage" means, as of any date, (i) with respect to Prime Receivables, either (a) on any date of determination as of which no Step-up Event (Prime) has occurred and is continuing, 11.00% or (b) on any date of determination as of which a Step-up Event (Prime) has occurred and is continuing, 18.00%, (ii) with respect to Near Prime Receivables, either (a) on any date of determination as of which no Step-up Event (Non-Prime) has occurred and is continuing, 23.50% or (b) on any date of determination as of which as Step-up Event (Non-Prime) has occurred and is continuing, 31.50%, and (iii) with respect to Subprime Receivables, either (a) on any date of determination as of which no Step-up Event (Non-Prime) has occurred and is continuing, 43.00% or (b) on any date of determination as of which as Step-up Event (Non-Prime) has occurred and is continuing, 45.50%. DB1/ 139452285.4144571789.3 37 "Required Rate" means, as of any date and any Eligible Receivable, the sum of (i) the Weighted Average Hedge Rate as of such date plus (ii) the Program Fee Rate as of such date plus (iii) the Servicing Fee Rate plus (iv) the Backup Servicing Fee Rate plus (v) the greater of (a) zero percent (0.00%) and (b) the percentage which will result in Excess Spread (Adjusted) for such Eligible Receivable that is at least equal to the related Target Rate. "Requirements of Law" means, with respect to any Person, the certificate of incorporation or articles of association and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or order or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether federal, State or local (including usury laws, the Federal Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Servicemembers Civil Relief Act, Regulations B, U, T, X and Z of the Federal Reserve Board, the Dodd-Frank Act, the Gramm-Leach-Bliley Act, each applicable state Motor Vehicle Retail Installment Sales Act, and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and all other consumer protection and usury laws). "Responsible Officer" means, when used with respect to any Person, any officer of such Person, including any president, vice president, assistant vice president, secretary, assistant secretary or any other officer thereof customarily performing functions similar to those performed by the individuals who at the time shall be such officers, respectively, or to whom any matter is referred because of such officer's knowledge of or familiarity with the particular subject. "Revolving Period" means the period commencing on the Closing Date and ending on the day immediately preceding the Termination Date. "Sanctioned Country" means, at any time, a country or territory which is the subject or target of any Sanctions. "Sanctioned Person" means, at any time, (i) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (ii) any Person operating, organized or resident in a Sanctioned Country or (iii) any Person controlled by any such Person. "Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. "Schedule of Documents" means the schedule of documents attached hereto as Schedule E.

DB1/ 139452285.4144571789.3 38 "Schedule of Receivables" means the schedule of Receivables attached hereto as Schedule C, as updated from time to time in connection with each Funding Request and any Take-out Release. "Scheduled Payments" means, with respect to each Receivable, the regularly scheduled payments to be made by the related Obligor pursuant to the terms of the related Contract. "Secured Party" means (i) the Administrative Agent, (ii) each Lender and (iii) each Hedge Counterparty. "Securities Act" means the Securities Act of 1933, as amended. "Seller" means DFC in its capacity as Seller under the Purchase Agreement. "Senior Monthly Interest and Fees" means, for any Payment Date, the sum of (i) the amount of any accrued and unpaid Interest for such Payment Date, calculated at a per annum rate equal to the Committed Lender Rate plus (ii) the Program Fee for such Payment Date plus (iii) the Unused Commitment Fee for such Payment Date. "Serviced Portfolio" means the Servicer's entire portfolio of motor vehicle retail installment sale contracts and installment loans that (i) are originated, directly or indirectly, by DFC in accordance with the Credit and Collection Policy, (ii) are serviced by DFC, (iii) are owned by DFC or an Affiliate or a Subsidiary of DFC and (iv) satisfy each of the eligibility requirements set forth on Schedule B hereto. For the avoidance of doubt, no motor vehicle retail installment sale contracts or installment loans that were originated, directly or indirectly, by DFC in accordance with any predecessor set of credit policies and underwriting guidelines to the Credit and Collection Policy shall be included in the Serviced Portfolio. "Serviced Portfolio Defaulted Receivable" means, as of any date of determination, any Serviced Portfolio Receivable (i) that has been, or is required to be, treated as "defaulted" in accordance with the Credit and Collection Policy, (ii) with respect to which the Servicer has determined in good faith that payments thereunder have ceased and are not likely to be resumed, (iii) with respect to which the greater of (a) $50 and (b) 10% or more of any Scheduled Payment remains unpaid for more than 120 days from the related due date, or (iv) for which the related Financed Vehicle has been repossessed For purposes of this definition, the "Scheduled Payment" and "Financed Vehicle" for each Serviced Portfolio Receivable that is not a Receivable shall be determined as if it were a "Receivable" for purposes of all related defined terms. "Serviced Portfolio Deferral Ratio" means, as of any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is the aggregate Principal Balance of all Serviced Portfolio Receivables with respect to which a Deferral was granted during the most recently completed Collection Period and (ii) the denominator of which is the aggregate Principal Balance of all Serviced Portfolio Receivables as of the last day of such Collection Period. For purposes of this definition, the "Principal Balance" for each Serviced Portfolio Receivable that is not a Receivable shall be determined as if it were a "Receivable" for purposes of all related defined terms. DB1/ 139452285.4144571789.3 39 "Serviced Portfolio Delinquency Ratio" means, as of any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is the aggregate Principal Balance of all Serviced Portfolio Delinquent Receivables as of the last day of the most recently completed Collection Period and (ii) the denominator of which is the aggregate Principal Balance of all Serviced Portfolio Receivables as of the last day of such Collection Period. For purposes of this definition, the "Principal Balance" for each Serviced Portfolio Receivable that is not a Receivable shall be determined as if it were a "Receivable" for purposes of all related defined terms. "Serviced Portfolio Delinquent Receivable" means, as of any date of determination, any Serviced Portfolio Receivable, (i) with respect to which the greater of (a) $50 and (b) 10% or more of any Scheduled Payment remains unpaid for 60 or more days from the related due date and (ii) that is not a Defaulted Receivable. For purposes of this definition, the "Scheduled Payment" for each Serviced Portfolio Receivable that is not a Receivable shall be determined as if it were a "Receivable" for purposes of all related defined terms. "Serviced Portfolio Net Loss Ratio (Non-Prime)" means, with respect to any date of determination, the product of (i) the percentage equivalent of a fraction, (a) the numerator of which is the difference of (1) the aggregate Principal Balance of all Non-Prime Serviced Portfolio Receivables that became Serviced Portfolio Defaulted Receivables during the most recently completed Collection Period minus (2) all Recoveries received during such Collection Period with respect to Non-Prime Serviced Portfolio Receivables and (b) the denominator of which is the aggregate Principal Balance of all Non-Prime Serviced Portfolio Receivables as of the first day of such Collection Period times (ii) twelve. For purposes of this definition, the "Principal Balance" and "Recoveries" for each Non-Prime Serviced Portfolio Receivable that is not a Receivable shall be determined as if it were a "Receivable" for purposes of all related defined terms. "Serviced Portfolio Net Loss Ratio (Prime)" means, with respect to any date of determination, the product of (i) the percentage equivalent of a fraction, (a) the numerator of which is the difference of (1) the aggregate Principal Balance of all Prime Serviced Portfolio Receivables that became Serviced Portfolio Defaulted Receivables during the most recently completed Collection Period minus (2) all Recoveries received during such Collection Period with respect to Prime Serviced Portfolio Receivables and (b) the denominator of which is the aggregate Principal Balance of all Prime Serviced Portfolio Receivables as of the first day of such Collection Period times (ii) twelve. For purposes of this definition, the "Principal Balance" and "Recoveries" for each Prime Serviced Portfolio Receivable that is not a Receivable shall be determined as if it were a "Receivable" for purposes of all related defined terms. "Serviced Portfolio Receivable" means any motor vehicle receivable that is included in the Serviced Portfolio. "Servicer" has the meaning given to such term in the Preamble. "Servicer Advance" means an advance made by the initial Servicer pursuant to Section 7.05.

DB1/ 139452285.4144571789.3 40 "Servicer Basic Documents" means all Basic Documents to which the initial Servicer is a party or by which it is bound. "Servicer Termination Event" has the meaning given to such term in Section 7.13. "Servicer Termination Notice" has the meaning given to such term in Section 7.13. "Servicing Fee" means the fee payable to the Servicer on each Payment Date in accordance with Section 2.09(b) in an amount equal to either (i) in the case of the initial Servicer, the product of (a) one-twelfth times (b) the applicable Servicing Fee Rate times (c) the average daily Principal Balance of the Receivables during the related Collection Period or (ii) in the case of the Backup Servicer in its capacity as Successor Servicer, the related fees set forth in the Backup Servicing Agreement; provided, that the Servicing Fee for a Successor Servicer may be subject to a minimum monthly fee to be mutually agreed upon by the Required Lenders and such Successor Servicer. "Servicing Fee Rate" means in the case of the initial Servicer, a rate per annum equal to 2.00%. "Short-Term Rating Requirement" means, with respect to any Person, that such Person has a short-term unsecured debt rating of not less than A-1 by Standard & Poor's and not less than Prime-1 by Moody's. "Significant Take-out Date" means any Take-out Date on which the Receivables that are released from the Collateral in accordance with Section 2.12 have an aggregate Adjusted Principal Balance (i) of at least $40,000,000 and (ii) that represents 6050% or more of the Eligible Pool Balance on such Take-out Date (before giving effect to such Take-out); provided, that if any Receivables that are so released on a Take-out Date are included in the Collateral again during the Collection Period in which the related Take-out Date occurred or during either of the two succeeding Collection Periods, then such Receivables shall be deemed not to have been released from the Collateral on the initial Take-out Date for purposes of this definition, but only as of the date on which they are again included in the Collateral. "Simple Interest Method" means the method of allocating a fixed level payment to principal and interest, pursuant to which the portion of such payment that is allocated to interest is equal to the product of the fixed rate of interest multiplied by the unpaid principal balance multiplied by the period of time elapsed since the preceding payment of interest was made. "SOFR" means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. "SOFR Administrator" means the NYFRB (or a successor administrator of the secured overnight financing rate). "SOFR Administrator's Website" means the NYFRB's website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. DB1/ 139452285.4144571789.3 41 "SOFR Determination Date" has the meaning given to such term in the definition of "Daily Simple SOFR.” "SOFR Rate Day" has the meaning given to such term in the definition of "Daily Simple SOFR.” "Solvent" means, as to any Person at any time, having a state of affairs such that (i) the fair value of the property owned by such Person is greater than the amount of such Person's liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (ii) the present fair salable value of the property owned by such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (iii) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature; and (v) such Person is not engaged in business or a transaction, and is not about to engage in a business or a transaction, for which such Person's property would constitute unreasonably small capital. "Standard & Poor's" means S&P Global Ratings, a Standard & Poor's Financial Services LLC business. "State" means any state of the United States or the District of Columbia. "Step-up Event" means the occurrence as of any Reporting Date of any of the following events: (i) the arithmetic mean of the Serviced Portfolio Net Loss Ratio (Prime) for the three previous Collection Periods is greater than 3.50%; (ii) the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Prime) for the three previous Collection Periods is greater than 3.00% (provided, that no Step-up Event will occur under this clause (ii) if a Significant Take-out Date occurred during any of such three Collection Periods); (iii) the arithmetic mean of the Serviced Portfolio Net Loss Ratio (Non-Prime) for the three previous Collection Periods is greater than 6.00%; (iv)the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Non-Prime) for the three previous Collection Periods is greater than 5.00% (provided, that no Step-up Event will occur under this clause (iv) if a Significant Take-out Date occurred during any of such three Collection Periods); (v) the arithmetic mean of the Serviced Portfolio Delinquency Ratio for the three previous Collection Periods is greater than 3.50%; or

DB1/ 139452285.4144571789.3 42 (vi)the arithmetic mean of the Conduit Portfolio Delinquency Ratio for the three previous Collection Periods is greater than 3.00% (provided, that no Step-up Event will occur under this clause (vi) if a Significant Take-out Date occurred during any of such three Collection Periods); Any Step-up Event that occurs will be deemed to be continuing until the earlier of (a) the first Reporting Date on which none of the events described above exists or (b) the effective date of any waiver that is provided by the Consenting Lenders with respect to the related Step-up Event. "Step-up Event (Non-Prime)" means any Step-up Event described in clause (iii), (iv), (v) or (vi) of the definition thereof. "Step-up Event (Prime)" means any Step-up Event described in clause (i), (ii), (v) or (vi) of the definition thereof. "Stop-Funding Event" means the occurrence of any of the following: (i) as of any Reporting Date, the arithmetic mean of the Serviced Portfolio Delinquency Ratio for the three previous Collection Periods is greater than 4.50%; (ii) as of any Reporting Date, the arithmetic mean of the Serviced Portfolio Net Loss Ratio (Prime) for the three previous Collection Periods is greater than 5.00%; (iii) as of any Reporting Date, the arithmetic mean of the Serviced Portfolio Net Loss Ratio (Non-Prime) for the three previous Collection Periods is greater than 7.00%; or (iv)either (A) no Backup Servicing Agreement has been executed and become effective by the date pursuant to Section 7.09(a), or (B) after the date on which the Borrower initially enters into a Backup Servicing Agreement, such Backup Servicing Agreement is thereafter terminated without the consent of the Required Lenders. Any Stop-Funding Event that occurs will be deemed to be continuing until the earlier of (a) either (1) with respect to the Stop-Funding Events set forth in clauses (i), (ii) and (iii), the first Reporting Date on which none of the events described in such clauses exists, or (2) with respect to the Stop-Funding Event set forth in clause (iv), the first date thereafter on which a Backup Servicing Agreement becomes effective in accordance with the terms of this Agreement or (b) the effective date of any waiver that is provided by the Required Lenders with respect to the related Step-up Event. "Structuring Fee" has the meaning given to such term in the Fee Letter. "Subordinated Hedge Breakage Costs" means Hedge Breakage Costs payable by the Borrower to a Hedge Counterparty in connection with the termination of a Hedge Transaction DB1/ 139452285.4144571789.3 43 where either (i) such Hedge Counterparty is a "Defaulting Party" (as such term is defined in the related Hedging Agreement) or (ii) such Hedge Counterparty is the sole "Affected Party" with respect to a "Termination Event" (as such terms are defined in the related Hedging Agreement), other than a Termination Event relating to illegality, force majeure and taxes, which by its terms applies to such Hedge Counterparty, in all cases other than to the extent of a return of equivalent collateral (and income thereon). "Subordinated Monthly Interest Payment Amount" means, for any Payment Date, the difference of (i) the sum of (a) the amount of any accrued and unpaid Interest for such Payment Date, calculated pursuant to Section 2.05 plus (b) the Program Fee, if applicable, plus (c) the Unused Commitment Fee, if applicable, minus (ii) the Senior Monthly Interest and Fees. "Subprime Receivable" means a Receivable for which, at the time of underwriting, the related FICO Score was (i) less than 620 (including a FICO Score of zero) or (ii) there was no FICO Score. "Subsequent Loan" means each Loan made following the Initial Loan. "Subsequent Receivable" means each Receivable that becomes a part of the Collateral on a Funding Date other than the Funding Date relating to the Initial Loan. "Subsidiary" means, with respect to a Person, any entity with respect to which more than 50% of the outstanding voting securities shall at any time be owned or controlled, directly or indirectly, by such Person and/or one or more of its Subsidiaries, or any similar business organization which is so owned or controlled. "Successor Servicer" has the meaning given to such term in Section 7.14(b). "Take-out" means any transaction pursuant to which all or a portion of the Receivables are released from the Lien granted to the Administrative Agent hereunder, a corresponding portion of the Loans Outstanding are repaid, and such Receivables are transferred by the Borrower to the Seller or another Person. "Take-out Date" means the dateBusiness Day upon which a Take-out is consummated. "Take-out Date Certificate" means a certificate delivered by a Responsible Officer of the Servicer on the Take-out Date indicating that the requirements set forth in this Agreement for a Take-out has been satisfied. "Take-out Release" means a release executed pursuant to Section 2.12, substantially in the form of Exhibit E. "Tangible Contract" means a Contract that constitutes "tangible chattel paper" (under and as defined in the UCC as then in effect in the relevant State) evidencing any Receivable. "Tangible Net Worth" means at any time with respect to DFC, the difference of DFC's (i) assets minus (ii) liabilities minus (iii) without duplication, intangible assets, including goodwill,

DB1/ 139452285.4144571789.3 44 franchises, licenses, deferred tax assets, patents, trademarks, trade names, copyrights and service marks, in all cases calculated on a consolidated basis and in accordance with GAAP. "Target Rate" means (i) with respect to any Prime Receivable, 2.25%, (ii) with respect to any Near Prime Receivable, 3.75%, and (iii) with respect to any Subprime Receivable, 6.25%. "Tax" or "Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax, additional amounts or penalties applicable thereto. "Termination Date" means the earliest to occur of (i) the occurrence of the Commitment Termination Date with respect to all Lenders, (ii) the Business Day designated by the Borrower to the Lenders as the Termination Date at any time following 30 days' prior written notice, (iii) the date on which a Servicer Termination Event occurs, (iv) the date on which the Termination Date either automatically occurs or is declared, as applicable, following the occurrence of a Termination Event and pursuant to Section 8.01(b) or (v) the date on which an Early Amortization Event occurs. "Termination Event" has the meaning given to such term in Section 8.01(a). "Transition Expenses" has the meaning given to such term in Section 7.14(f). "U.S. Person" means any Person that is a "United States person" as defined in Section 7701(a)(30) of the Code. "U.S. Tax Compliance Certificate" has the meaning specified in Section 2.11(g)(ii)(B)(3). "UCC" means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction. "Unadjusted Benchmark Replacement" means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. "United States" or "U.S." means the United States of America. "Unmatured Servicer Termination Event" means any event that, with the giving of notice or the lapse of time, or both, would become a Servicer Termination Event. "Unmatured Termination Event" means any event that, with the giving of notice or the lapse of time, or both, would become a Termination Event. "Unreimbursed Servicer Advances" means, at any time, the amount of all previous Servicer Advances (or portions thereof) as to which the Servicer has not been reimbursed as of such time pursuant to Section 2.06. "Unused Commitment Fee" means, for any Interest Period prior to the commencement of the Amortization Period, the fee payable by the Borrower on the related Payment Date in an DB1/ 139452285.4144571789.3 45 amount equal to product of (i) the Unused Commitment Fee Rate times (ii) an amount equal to the positive difference, if any, of (a) the average daily Aggregate Commitment during such Interest Period minus (b) the average daily Loans Outstanding during such Interest Period times (iii) a fraction, (A) the numerator of which is the actual number of days during such Interest Period and (B) the denominator of which is 360. "Unused Commitment Fee Rate" has the meaning given to such term in the Fee Letter. "U.S. Government Securities Business Day" means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. "Used Vehicle" means a Financed Vehicle that (i) has an odometer reading of 500 miles or greater, (ii) is a vehicle model that is more than two years old or (iii) was owned by and titled in the name of any Person (other than Lithia or DFC). "Weighted Average Hedge Rate" means, as of any date of determination, the percentage equivalent of a fraction, (i) the numerator of which equals the sum of (a) the product of (1) the aggregate notional amount under all Hedge Transactions that the Borrower has entered into and that remain in effect on such date (after giving effect to any Hedge Transactions that the Borrower enters into or terminates on such date) times (2) the weighted average for all such Hedge Transactions (weighted by the notional amounts of such Hedge Transactions) of (A) with respect to any Hedge Transaction that is in the form of an interest rate cap transaction, the threshold rate above which payments are made by the related Hedge Counterparty to the Borrower and (B) with respect to any Hedge Transaction that is in the form of an interest rate swap transaction, the fixed rate payable by the Borrower thereunder plus (b) the product of (1) the Hedge Shortfall times (2) the cap rate that is used as of such date pursuant to clause (ii)(B) of the definition of "Hedge Reserve Account Required Amount" and (ii) the denominator of which is equal to the Loans Outstanding on such date. "Weighted Average Overcollateralization Percentage" means, as of any date of determination, the percentage equivalent of a fraction, (i) the numerator of which equals the sum of (a) the product of (1) the applicable Required Overcollateralization Percentage with respect to Prime Receivables as of such date times (2) the difference of (A) the aggregate Adjusted Principal Balance of all Prime Receivables that are Eligible Receivables as of such date minus (B) the portion of the Excess Concentration Amount that is allocable to the Prime Receivables as of such date plus (b) the product of (1) the applicable Required Overcollateralization Percentage with respect to Near Prime Receivables as of such date times (2) the difference of (A) the aggregate Adjusted Principal Balance of all Near Prime Receivables that are Eligible Receivables as of such date minus (B) the portion of the Excess Concentration Amount that is allocable to the Near Prime Receivables as of such date plus (c) the product of (1) the applicable Required Overcollateralization Percentage with respect to Subprime Receivables as of such date times (2) the difference of (A) the aggregate Adjusted Principal Balance of all Subprime Receivables that are Eligible Receivables as of such date minus (B) the portion of the Excess Concentration Amount that is allocable to the Subprime Receivables as of such date, and (ii) the denominator of which is equal to the Net Eligible Pool Balance as of such date. For purposes of

DB1/ 139452285.4144571789.3 46 calculating the Weighted Average Overcollateralization Percentage on any date of determination, the Excess Concentration Amount on such date shall be allocated among the Prime Receivables, the Near Prime Receivables, and the Subprime Receivables based on the percentage of the Eligible Pool Balance that is represented, respectively, by the Adjusted Principal Balance of all Prime Receivables that are Eligible Receivables as of such date, the Adjusted Principal Balance of all Near Prime Receivables that are Eligible Receivables as of such date, and the Adjusted Principal Balance of all Subprime Receivables that are Eligible Receivables as of such date. "Withholding Agent" means the Borrower and the Administrative Agent. Section 1.02. Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms shall be construed herein, all accounting determinations hereunder shall be made, all financial statements required to be delivered hereunder shall be prepared and all financial records shall be maintained in accordance with GAAP. Section 1.03. Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding". Section 1.04. Interpretation. When used in this Agreement, unless a contrary intention appears: (i) a term has the meaning assigned to it; (ii) "or" is not exclusive; (iii) "including" means including without limitation; (iv) words in the singular include the plural and words in the plural include the singular; (v) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vi) references to a Person are also to its successors and permitted assigns; (vii) the words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision hereof; (viii) references contained herein to Section, Schedule and Exhibit, as applicable, are references to Sections, Schedules and Exhibits in this Agreement unless otherwise specified; (ix) references to "writing" include printing, typing, lithography and other means of reproducing words in a visible form; and (x) the term "proceeds" has the meaning set forth in the applicable UCC. ARTICLE TWO LOANS Section 2.01. Loans. (a) On the terms and conditions set forth herein, including this Section and Article Four, the Borrower may from time to time on any Business Day during the Revolving Period on which no Stop-Funding Event exists, request that each Lender make an advance (the aggregate amount of such advances on a Funding Date, a "Loan") in the amount of each such Lender's Lender Advance, to the Borrower on a Funding Date. Any such Loan shall be made by the related Committed Lender, to the extent that such Loan would not cause the portion of the Loans Outstanding funded by such Lender Group, determined after giving effect to such funding, DB1/ 139452285.4144571789.3 47 to exceed its Commitment. For the avoidance of doubt, no Committed Lender shall have any obligation on any date to fund an amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Commitment. (b) No later than 3:00 p.m., New York City time, two Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent and the Agents of such proposed Funding Date and Loan by delivering to the Administrative Agent and the Agents (with a copy to the Account Bank): (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Borrowing Base as of the date the Loan is requested (including all components of such calculation, including any Excess Concentration Amounts) and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof (or, if less, an amount equal to the Available Amount (after giving effect to any payments on the related Payment Date if the Funding Date occurs on a Payment Date)); and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Loan. (c) Following receipt by the Administrative Agent and the Agents of a Funding Request, and prior to the Termination Date, each Lender Group severally agrees to make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), subject to the conditions contained herein, in an aggregate amount equal to the Loan so requested. (d) In no event shall: (i) a Lender be required to fund a Principal Amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Commitment; (ii) a Lender be required on any date to fund a Principal Amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Commitment; (iii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the extent that after giving effect to such Loan, the Loans Outstanding would exceed the Borrowing Base; (iv) the Principal Amount of any Loan exceed the Available Amount on such day; and (v) more than one Loan be funded on any Business Day. Section 2.02. Funding Mechanics.

DB1/ 139452285.4144571789.3 48 (a) If any Funding Request is delivered to the Administrative Agent and the Agents after 3:00 p.m., New York City time, two Business Days prior to the proposed Funding Date, such Funding Request shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day and the proposed Funding Date of such proposed Loan shall be deemed to be the second Business Day following the date of such deemed receipt. Each Funding Request shall include a representation by the Borrower that (i) the requested Loan will not, on the related Funding Date, exceed the Available Amount and (ii) all conditions precedent to the making of such Loan have been satisfied or will be satisfied as of the proposed Funding Date. Any Funding Request shall be irrevocable. (b) Each Lender's Lender Advance of a Loan shall be made available to the Agent for its Lender Group, subject to the fulfillment of the applicable conditions set forth in Section 2.01 and Article Four, at or prior to 1:00 p.m., New York City time, on the applicable Funding Date, by deposit of immediately available funds to the Administrative Agent's Account. The Administrative Agent shall promptly notify the Borrower and the related Agent in the event that any Lender Group either fails to make such funds available before such time or notifies the Administrative Agent that it will not make such funds available before such time. Subject to the fulfillment of the applicable conditions set forth in Section 2.01 and Article Four, as determined by the Administrative Agent, the Administrative Agent will not later than 3:00 p.m., New York City time, on such Funding Date make all such funds deposited to the Administrative Agent's Account by the Agents available, in the same type of funds received, by wire transfer thereof to the Borrower's Account. If any Lender Group makes available to the Administrative Agent funds for any Loan to be made by such Lender Group as provided in the foregoing provisions of this Article, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan set forth in Section 2.01 and Article Four are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to the related Agent for such Lender Group, without interest. (c) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided, that the Commitments of the Lender Groups are several and no Lender Group shall be responsible for any other Lender Group's failure to make Loans as required. Section 2.03. Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in DB1/ 139452285.4144571789.3 49 excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, (i) instructions regarding such reduction and (ii) cash for payment to each Lender, in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event. Section 2.04. Extensions of Commitments. (a) Neither more than 120 days nor fewer than 60 days prior to any Commitment Termination Date, the Borrower may request in writing to the related Agent on behalf of its related Lender Group (with a copy to the Administrative Agent), that the related Committed Lender extend its Commitment Termination Date for an additional 364-day period as herein provided, which request will be granted or denied by each Lender Group in its sole discretion. Upon receipt of any such request, the related Agent shall notify each Committed Lender in its Lender Group. On or before the last day of the Election Period, the related Committed Lender shall notify the Agent for its Lender Group of its willingness or refusal to so extend its Commitment Termination Date; provided, that the failure of any Committed Lender to respond prior to the last day of the Election Period shall be deemed to be its refusal to so extend the Commitment Termination Date. The Agent for such Lender Group shall notify the Borrower and the Administrative Agent of such willingness or refusal by the Committed Lender not later than the Business Day following the last day of the Election Period. If (i) the Committed Lender in a Lender Group has agreed to extend the related Commitment Termination Date and (ii) as of the Commitment Termination Date then in effect, no Termination Event shall have occurred and be continuing, the Commitment Termination Date then in effect for each such Committed Lender that has agreed to extend the Commitment Termination Date shall be extended to the date which is 364 days following the Commitment Termination Date then in effect or, if such day is not a Business Day, the next preceding Business Day (or to any other date as agreed upon by the Borrower and each Committed Lender).

DB1/ 139452285.4144571789.3 50 (b) Within two Business Days following the end of an Election Period, the Agent for each Lender Group shall notify each other Lender in such Lender Group, the Administrative Agent and the Borrower of the identity of any Non-Extending Lender and the amount of its Commitment. The Administrative Agent and the Borrower may (but shall not be required to) request one or more other Committed Lenders to acquire all or a portion of the Commitment of the Non-Extending Lender and all amounts payable to it hereunder in accordance with Article Eleven on or prior to the related Commitment Termination Date of such Non-Extending Lender. Each Non-Extending Lender hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder to a replacement Committed Lender identified in accordance with the preceding sentence, subject to ratable payment of such Non-Extending Lender's Invested Percentage of the Loans Outstanding, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder. (c) Prior to the occurrence of the Termination Date, if a Partial Expiration Event has occurred, the Administrative Agent shall give notice to the Borrower and the Servicer to apply any Collections in accordance with Section 2.06(vi)(B), except as otherwise provided in Section 2.06, pro rata to the repayment of such amounts owing to any Non-Extending Lender as of the date of the related Partial Expiration Event, commencing no later than the first Payment Date which is at least two Business Days following the Commitment Termination Date for the Non-Extending Lender, specifying the amounts thereof. Section 2.05. Interest Calculations and Payment Allocations. (a) Each Loan shall bear interest at a rate per annum calculated in accordance with this Section 2.05. Prior to the declaration of the occurrence of the Termination Date pursuant to Section 8.01(b), each Lender’s Invested Percentage of the Loans Outstanding shall accrue interest on each day during the related Interest Period at a rate per annum equal to the Committed Lender Rate for such day. On and after the declaration of the occurrence of the Termination Date pursuant to Section 8.01(b), each Lender’s Invested Percentage of the Loans Outstanding shall accrue Interest on each day during the related Interest Period at a per annum rate equal to the Default Rate for such day. (b) Interest computed by reference to Daily Simple SOFR hereunder shall be computed on the basis of a year of 360 days. Interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year). In each case interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable Alternate Base Rate or Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (c) The Borrower shall pay Interest on the unpaid Principal Amount of each Loan for the period from the related Funding Date until the date that such Loan shall be paid in full. Interest shall accrue during each Interest Period and be payable on the Loans Outstanding on each Payment Date in accordance with Section 2.06. DB1/ 139452285.4144571789.3 51 (d) The principal of and Interest on the Loans shall be paid as provided herein. In the case of Loans owned by an Agent as agent for its Lender Group, such Agent shall allocate to the members of its Lender Group each payment in respect of the Loans received by such Agent as provided herein. Payments in respect of principal and Interest (including pursuant to Section 2.13) shall be allocated and applied to Owners of such Loan based on their respective Invested Percentages, or in any such case in such other proportions as each affected Lender may agree upon in writing from time to time with such Agent and the Borrower; provided, that from and after the Commitment Termination Date for each Dissenting Lender until the earlier to occur of (i) the Termination Date and (ii) the date on which the aggregate amount of payments in reduction of Loans Outstanding made after the date of the occurrence of the related Partial Expiration Event equals the Partial Expiration Event Amount, except as otherwise provided in Section 2.06, payments pursuant to Section 2.06(vi)(B) in reduction of the Partial Expiration Event Amount shall be allocated and applied to Non-Extending Lenders pro rata based on their respective Lender Percentages as of the date of the related Partial Expiration Event. (e) The interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.17(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. (f) At or before 3:00 p.m., New York City time, on the third Business Day prior to each Reporting Date, (i) each Lender shall notify the Agent for its Lender Group of (A) Daily Simple SOFR in effect for each day during the related Interest Period, and (B) if applicable, the date on which the Alternate Base Rate became applicable to its Invested Percentage of the Loans Outstanding or a portion thereof. At or before 5:00 p.m., New York City time, on the third Business Day prior to each Reporting Date, the Agents shall then notify the Borrower of all such rates. For such purposes, the Agents may rely conclusively on notices from Lenders as to the interest rate or rates from time to time applicable to their respective Invested Percentage of the Loans Outstanding. Each determination by a Lender of Daily Simple SOFR pursuant to this

DB1/ 139452285.4144571789.3 52 Agreement shall be conclusive and binding on the Lenders, each Agent, the Borrower, the Servicer, and the Collateral Custodian, in the absence of manifest error. (g) Notwithstanding any other provision of this Agreement or the other Basic Documents, if at any time the rate of interest payable by any Person under the Basic Documents exceeds the Maximum Lawful Rate, then, so long as the Maximum Lawful Rate would be exceeded, such rate of interest shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest so payable is less than the Maximum Lawful Rate, such Person shall continue to pay Interest at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total Interest that would have been received had Applicable Law not limited the interest rate so payable. In no event shall the total Interest received by a Lender under this Agreement and the other Basic Documents exceed the amount which such Lender could lawfully have received, had the Interest due been calculated from the Closing Date at the Maximum Lawful Rate. Section 2.06. Settlement Procedures. On each Payment Date, the Servicer shall instruct the Account Bank to pay, to the following Persons, from the Collection Account to the extent of Available Funds the following amounts in the following order of priority, as set forth in the related Monthly Report: (i) First, to the Servicer, an amount equal to any Unreimbursed Servicer Advances, to the extent not previously retained by the Servicer; (ii) Second, to the Backup Servicer, the Backup Servicing Fee, any out-of-pocket expenses that are reimbursable to the Backup Servicer pursuant to the Backup Servicing Agreement (including any Transition Expenses, but only if the Backup Servicer is not the Successor Servicer), and any indemnifiable amounts due to the Backup Servicer; provided, that Transition Expenses payable to the Backup Servicer pursuant to this clause may not exceed $100,000 in any calendar year; (iii) Third, pro rata (A) to the Servicer (including any Successor Servicer), the accrued and unpaid Servicing Fee and all Ancillary Fees to the extent not previously retained by the Servicer and (B) to any Successor Servicer, any out-of-pocket expenses and indemnities due to the Successor Servicer; provided, that aggregate amounts payable to any Successor Servicer pursuant to this clause may not exceed $100,000 in any calendar year; (iv) Fourth, pro rata (A) to each Hedge Counterparty (based on amounts due to each Hedge Counterparty pursuant to this subclause), any net payments due and payable under the related Hedging Agreement (other than Hedge Breakage Costs), and (B) to each Agent (based on amounts due to the members of each Lender Group pursuant to this subclause), for further payment to each related Lender, an amount equal to the sum of (1) the portion of Senior Monthly Interest and Fees due to members of the related Lender Group plus (2) any Breakage Costs of any related Lender; DB1/ 139452285.4144571789.3 53 (v) Fifth, pro rata (A) to each Hedge Counterparty that has any due and payable Hedge Breakage Costs (other than Subordinated Hedge Breakage Costs), such Hedge Breakage Costs, and (B) to each Agent (based on Lender Percentage) for further payment to each related Lender, the Monthly Principal Payment Amount; (vi) Sixth, if the Termination Date has not occurred but a Partial Expiration Event has occurred, pro rata to each Agent for a Lender Group that includes a Non-Extending Lender (based on the Loans Outstanding to each such Non-Extending Lender) for further payment to each related Non-Extending Lender, an amount equal to the product of (A) such Non-Extending Lender's Invested Percentage as of its Commitment Termination Date times (B) all remaining Available Funds until the portion of the Loan Outstanding owned by such Non-Extending Lender is reduced to zero; (vii) Seventh, pro rata to each Agent (based on the amount of the Subordinated Monthly Interest Payment Amount due to members of the related Lender Group), for further payment to each related Lender, the Subordinated Monthly Interest Payment Amount; (viii) Eighth, pro rata to each Hedge Counterparty that has any due and payable Subordinated Hedge Breakage Costs (based on such amounts due), such Subordinated Hedge Breakage Costs; (ix) Ninth, pro rata to each Agent (based on such amounts due) for further payment to the related Lender or the related Indemnified Parties, all other Aggregate Unpaids (other than the principal amount of the Loans Outstanding) then due to the Lenders and Indemnified Parties under this Agreement; (x) Tenth, pro rata (based on such amounts due) to the Backup Servicer and the Successor Servicer, any fees, expenses (including Transition Expenses) and indemnities not paid pursuant to clauses (ii) or (iii), above, as applicable; and (xi) Eleventh, any remaining amount shall be distributed to, or as otherwise directed by, the Borrower. Section 2.07. Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m., New York City time, on the day when due in Dollars in immediately available funds to the Administrative Agent's Account, for further payment by the Administrative Agent to the Persons to who such amounts are due and payable. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in

DB1/ 139452285.4144571789.3 54 which case such payment shall be due on the preceding Business Day or (ii) is received after 3:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of an Agent, a Lender or the Administrative Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian or any Lender or Agent or (ii) the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian or any Lender or Agent receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian or any Lender or Agent, as the case may be. Section 2.08. Collections and Allocations; Investment of Funds. (a) On or before the applicable Funding Date, the Borrower or the Servicer shall direct and instruct all related Obligors to make payments in respect of the related Receivables that are made (i) by mail to be made directly to the Lockboxes and (ii) by electronic payments to be made to the Lockbox Account. On and after the applicable Funding Date, the Borrower and the Servicer shall use commercially reasonable efforts to ensure that all Collections are deposited to the Lockbox Account (unless this Agreement specifically provides that such Collections are to be deposited directly to the Collection Account). (b) The Servicer shall instruct the Lockbox Bank to remove all Collections from the Lockbox Account and deposit such amounts into the Collection Account within two Business Days of their deposit to the Lockbox Account. The Servicer and the Borrower shall deposit all other Collections to the Collection Account as soon as practicable, but in no event later than two Business Days after receipt thereof, and at all times prior to such deposit to the Collection DB1/ 139452285.4144571789.3 55 Account the Servicer or the Borrower, as applicable, shall hold such Collections in trust for the benefit of the Administrative Agent. Notwithstanding the foregoing, the Servicer shall be permitted to make all deposits in accordance with Section 7.03(c)(v) whenever the conditions set forth in that Section are satisfied. (c) The Servicer shall be entitled to retain and to reimbursement of all amounts remitted by or on behalf of the Obligors to the Servicer under the terms of, or with respect to, the related Receivables, that represent Ancillary Fees. (d) To the extent there are uninvested amounts on deposit in the Collection Account or the Hedge Reserve Account, such amounts shall be invested in Permitted Investments that mature no later than the Business Day before the next Payment Date, which Permitted Investments shall be selected (i) prior to the occurrence of any Termination Event, by the Borrower or (ii) from and after the occurrence of any Termination Event, by the Administrative Agent. Absent the written instruction of the Borrower or the Administrative Agent, the Account Bank shall invest funds on deposit in the Collection Account and the Hedge Reserve Account in Permitted Investments described in clause (v) of the definition thereof. No Permitted Investment may be purchased at a premium. Any earnings (and losses) on the foregoing investments shall be for the account of the Borrower. (e) At any time that any amounts are on deposit in the Hedge Reserve Account, (i) the Administrative Agent may, in its sole discretion, enter into one or more Hedge Transactions on behalf of the Borrower in the form of interest rate cap transactions, any up-front payments related to which will be paid with amounts that are withdrawn from the Hedge Reserve Account or (ii) if a Mandatory Hedging Condition exists, the Borrower may elect to withdraw amounts that are on deposit in the Hedge Reserve Account in order to fund any up-front payments that it is required to pay under Hedge Transactions that it enters into in order to ensure that it is Fully Hedged. With respect to any Hedge Transaction entered into by the Administrative Agent pursuant to clause (i), the Administrative Agent shall provide a copy of all applicable documentation related to such Hedge Transaction to the Borrower and the Servicer. (f) If on any Payment Date no Termination Event or Unmatured Termination Event has occurred and is continuing, then if the amount on deposit in the Hedge Reserve Account is greater than the Hedge Reserve Account Required Amount as of such Payment Date, the initial Servicer may withdraw such excess amount and pay such amount to, or at the direction of, the Borrower. Furthermore, any amounts remaining on deposit in the Hedge Reserve Account at any time that the Borrower is Fully Hedged, may be withdrawn from the Hedge Reserve Account by the initial Servicer and paid to, or as directed by, the Borrower.

DB1/ 139452285.4144571789.3 56 Section 2.09. Fees. (a) The Borrower hereby agrees to pay to each Agent, to the extent of Available Funds, for the account of the related Lenders, monthly in arrears, the Unused Commitment Fee and the Program Fee from the Collection Account in accordance with Section 2.06. Payments of the Program Fee and the Unused Commitment Fee shall be allocated and paid to Owners based upon their respective Invested Percentages for the applicable Interest Period. (b) The Servicer and the Backup Servicer shall be entitled to receive any accrued and unpaid fees due to them, respectively, in accordance with Section 2.06. (c) The Borrower shall pay to the Administrative Agent on the Closing Date the Structuring Fee and from time to time any reasonable out-of-pocket expenses (including fees charged by any nationally recognized statistical rating organization in connection with reviewing the transactions contemplated by this Agreement) in immediately available funds. (d) The Borrower shall pay to Morgan, Lewis & Bockius, LLP, counsel to the Administrative Agent and the Lenders, in immediately available funds and in all cases within 30 days after receiving an invoice for the related amounts, its reasonable fees and out-of-pocket expenses for services rendered to the Administrative Agent and the Lenders after the Amendment No. 1 Effective Date. (e) The Borrower shall pay to the Administrative Agent from time to time the reasonable out-of-pocket expenses of any on-going surveillance fees charged by any nationally recognized statistical rating organization in connection with reviewing the transactions contemplated by this Agreement. Section 2.10. Increased Cost and Reduced Return. (a) If any Regulatory Requirement (i) subjects any Lender to any charge or withholding on or with respect to this Agreement or a Lender's obligations under this Agreement or on or with respect to the Receivables, or changes the basis of taxation of payments to any Lender of any amounts payable under this Agreement (except for changes in the rate of Tax on the overall net income of a Lender, Indemnified Taxes, or Excluded Taxes), (ii) imposes, modifies or deems applicable any reserve, assessment, fee, tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes), insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Lender, or credit extended by a Lender pursuant to this Agreement or, (iii) imposes any other condition the result of which is to increase the cost to a Lender of performing its obligations or this Agreement, or to reduce the rate of return on a Lender's capital or assets as a consequence of its obligations under this Agreement, or to reduce the amount of any sum received or receivable by a Lender under a this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Administrative Agent, the Borrower shall pay to the Administrative Agent, for the benefit of the relevant Lender, such amounts DB1/ 139452285.4144571789.3 57 charged to such Lender or such amounts to otherwise compensate such Lender for such increased cost or such reduction. The term "Regulatory Requirement" shall mean (i) the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy or liquidity coverage) or any change therein after the date hereof, or (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency; provided, that for purposes of this definition, (A) the Dodd-Frank Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (B) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel III, shall in each case be deemed to be a "Regulatory Requirement", regardless of the date enacted, adopted, issued or implemented. The Borrower acknowledges that any Lender may institute measures in anticipation of a Regulatory Requirement (including, without limitation, the imposition of internal charges on such Person's interests or obligations under this), and may commence allocating charges to or seeking compensation from the Borrower under this Section in connection with such measures, in advance of the effective date of such Regulatory Requirement (such charges or compensation, "Early Adoption Increased Costs"). The Borrower agrees to pay Early Adoption Increased Costs to the Administrative Agent, for the benefit of such Lender, which are incurred by such Lender, beginning sixty (60) days after delivery by such Lender (or the Agent on its behalf) to the Borrower of a written representation and warranty (an "Early Adoption Increased Costs Representation") to the effect that such Lender is (x) recognizing Early Adoption Increased Costs, (y) setting forth the amount or amounts necessary to compensate such Lender, and (z) that such Lender actually incurred such costs. The Borrower further acknowledges that any charge or compensation demanded hereunder may take the form of a monthly charge to be assessed by such Lender. For the avoidance of doubt, the Borrower shall not be required to pay any Early Adoption Increased Costs incurred by any Lender prior to the expiration of sixty (60) days after receipt by the Borrower of the Early Adoption Increased Costs Representation from or on behalf of such Lender. The Early Adoption Increased Costs Representation shall be conclusive absent manifest error. (b) 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; provided, that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the Borrower of the Regulatory Requirement giving rise to such increased costs or reductions, and of such Lender's intention to claim compensation therefor (except that, if the Regulatory Requirement giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

DB1/ 139452285.4144571789.3 58 Section 2.11. Taxes. (a) Defined Term. For purposes of this Section, the term "applicable law" includes FATCA. (b) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Borrower Basic Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. (c) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (d) Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified 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 Borrower 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. (e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender's failure to comply with the provisions of Section 11.01(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Borrower Basic Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Borrower Basic DB1/ 139452285.4144571789.3 59 Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). (f) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (g) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Borrower Basic Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower 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 2.11(g)(ii)(A), (ii)(B) and (ii)(D) 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. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is not subject to U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

DB1/ 139452285.4144571789.3 60 (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Borrower Basic Document, executed copies of IRS Form W-8BEN orW-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "interest" article of such tax treaty and (y) with respect to any other applicable payments under any Borrower Basic Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) executed copies of IRS Form W-8BEN or W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided, that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by DB1/ 139452285.4144571789.3 61 applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Borrower Basic 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 Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower 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, if any. Solely for purposes of this clause, "FATCA" shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or within five Business Days of its knowledge thereof notify the Borrower and the Administrative Agent in writing of its legal inability to do so. (h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

DB1/ 139452285.4144571789.3 62 (i) Survival. Each party's obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Borrower Basic Document. (j) If the Borrower is required to pay additional amounts to or for the benefit of any Lender pursuant to this Section as a result of a change of law or treaty occurring after such Lender first became a party to this Agreement, such Lender will, at the Borrower's request, change the jurisdiction of its applicable lending office if, in the sole judgment of such Lender, such change (i) will eliminate or reduce any such additional payment which may thereafter accrue and (ii) will not, in the judgment of such Lender, be otherwise disadvantageous to it or inconsistent with its internal policies. Section 2.12. Take-outs. (a) On any Business Day, the Borrower shall have the right to prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer and the Backup Servicer at least ten Business Days' prior written notice of its intent to effect the related Take-out; (ii) unless a Take-out is to be effected on a Payment Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent (A) a Take-out Date Certificate (which shall include a calculation of the Borrowing Base after giving effect to such Take-out), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Take-out Date to effect such Take-out in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out and (B) a computer tape of the Receivables, both before and after giving effect to such Take-out; (iii) on the related Take-out Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Take-out and the release to the Borrower of the related Receivables on the related Take-out Date, (A) no Borrowing Base Deficiency exists, (B) neither an Unmatured Termination Event nor a Termination Event has occurred, nor will either result from such Take-out, (C) the fractional portion of the Eligible Pool Balance that represents the aggregate Adjusted Principal Balance of all Delinquent Receivables constituting Collateral will be no greater than 150% of the fractional portion of the Eligible Pool Balance that was represented by the aggregate Adjusted Principal Balance of all Delinquent Receivables that constituted Collateral immediately prior to the release of the related Receivables and (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Adjusted Principal Balance of all Defaulted Receivables constituting DB1/ 139452285.4144571789.3 63 Collateral will be no greater than 150% of the fractional portion of the Eligible Pool Balance that was represented by the aggregate Adjusted Principal Balance of all Defaulted Receivables that constituted Collateral immediately prior to the release of the related Receivables; (iv) on the related Take-out Date, the Servicer shall have received an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released and the Administrative Agent shall have received, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, and shall then distribute to the applicable entities, an amount equal to the sum of (A) the portion of the Loans Outstanding to be prepaid, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the Loans Outstanding to be paid in connection with the Take-out, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto; and (v) on or prior to the related Take-out Date, the Borrower shall have delivered to the Administrative Agent an updated Schedule of Receivables listing all Receivables that will continue to be owned by the Borrower immediately following the related Take-out. (b) The Borrower hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, the Lenders and the Account Bank in connection with any Take-out (including expenses incurred in connection with the release of the Lien of the Administrative Agent, the Lenders and any other party having such an interest in the Receivables in connection with such Take-out). (c) In connection with any Take-out, on the related Take-out Date, subject to satisfaction of the conditions referred to in this Section, the Administrative Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the portion of the Receivables (and the other related Collateral) to be released to the Borrower, including a Take-out Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver, or cause to be delivered, any portion of the Receivables (and the other related Collateral) to be released to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the portion of the Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower such Receivables and related Collateral. Section 2.13. The Account Bank. (a) The Borrower hereby appoints Mizuho Bank, Ltd. as the initial Account Bank. All payments of amounts due and payable in respect of the Obligations that are to be made from

DB1/ 139452285.4144571789.3 64 amounts withdrawn from the Collection Account shall be made on behalf of the Borrower by the Account Bank. (b) The Account Bank shall not be charged with knowledge of any Early Amortization Event, Termination Event or Unmatured Termination Event unless a Responsible Officer of the Account Bank obtains actual knowledge of such event or the Account Bank receives written notice of such event from the Borrower, the Servicer or any Secured Party. (c) Without limiting the generality of this Section, the Account Bank shall have no duty (i) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Collateral, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iii) to see to the payment or discharge of any Tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Contracts, (iv) to confirm or verify the contents of any reports or certificates of the Servicer or the Borrower delivered to the Account Bank pursuant to this Agreement believed by the Account Bank to be genuine and to have been signed or presented by the proper party or parties or (v) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Borrower's or the Servicer's representations, warranties or covenants or the initial Servicer's duties and obligations as Servicer and as custodian of books, records, files and computer records relating to the Contracts under this Agreement. (d) The Account Bank shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Account Bank to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement. (e) The Account Bank may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, any Monthly Report, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (f) The Account Bank may consult with counsel of its choice with regard to legal questions arising out of or in connection with this Agreement and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Account Bank in good faith in accordance therewith. (g) The Account Bank shall be under no obligation to exercise any of the rights, powers or remedies vested in it by this Agreement (except to comply with its obligations under this Agreement and any other Basic Document to which it is a party) or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order DB1/ 139452285.4144571789.3 65 or direction of the Administrative Agent pursuant to the provisions of this Agreement, unless the Administrative Agent, on behalf of the Secured Parties, shall have offered to the Account Bank reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (h) The Account Bank shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by a Secured Party; provided, that if the payment within a reasonable time to the Account Bank of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Account Bank, not reasonably assured by the Borrower, the Account Bank may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Borrower or, if paid by the Account Bank, shall be reimbursed by the Borrower upon demand. (i) The Account Bank may execute any of the trusts or powers hereunder or perform any duties under this Agreement either directly or by or through agents or attorneys or a custodian. The Account Bank shall not be responsible for any misconduct or negligence of any such agent or custodian appointed with due care by it hereunder. (j) (i) The Account Bank shall have no duties or responsibilities except those that are specifically set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Account Bank. If the Account Bank shall request instructions from the Administrative Agent or the Servicer with respect to any act, action or failure to act in connection with and as set forth in this Agreement, the Account Bank shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Account Bank shall have received written instructions from the Administrative Agent or the Servicer, as applicable without incurring any liability therefor to the Administrative Agent, the Borrower, the Servicer or any other person. (ii) The Account Bank may act in reliance upon any written communication of the Administrative Agent concerning the delivery of Collateral pursuant to this Agreement. The Account Bank does not assume and shall have no responsibility for, and makes no representation as to, monitoring the value of the Contracts and other Collateral. The Account Bank shall not be liable for any action or omission to act hereunder, except for its own gross negligence, bad faith or willful misconduct. THE FOREGOING PROVISIONS SHALL APPLY WHETHER OR NOT SUCH LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY THE ACCOUNT BANK.

DB1/ 139452285.4144571789.3 66 (k) Control Provisions (i) The parties acknowledge and agree that each of the Collection Account and the Hedge Reserve Account is intended to be a "securities account" (as defined in Section 8-501 of the UCC), and the Account Bank shall be the "securities intermediary" with respect to each of the Collection Account and the Hedge Reserve Account. Notwithstanding such intention, if the Collection Account and/or the Hedge Reserve Account constitutes a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), the provisions of this Agreement governing a "deposit account" shall apply to the Collection Account and/or the Hedge Reserve Account, as applicable. (ii) All securities or other property, including Permitted Investments, constituting financial assets credited to the Collection Account or the Hedge Reserve Account (other than cash, in either case) shall be registered in the name of the Account Bank, indorsed to the Account Bank or in blank or credited to another securities account maintained in the name of the Account Bank, and in no case will any financial asset credited to the Collection Account or the Hedge Reserve Account be registered in the name of the Borrower or any other person, payable to the order of the Borrower or any other person or specially indorsed to the Borrower or any other person except to the extent the foregoing have been specially indorsed to the Account Bank or in blank. (iii) All property delivered to the Account Bank pursuant to this Agreement that is granted to the Administrative Agent, as agent for the Secured Parties shall be promptly credited to the Collection Account or the Hedge Reserve Account, as applicable and in accordance with the terms of this Agreement. (iv) Each of the Collection Account and the Hedge Reserve Account is an account to which financial assets or other property are or may be credited, and the Account Bank shall, subject to the terms of this Agreement, treat the Borrower as entitled to exercise the rights that comprise any financial asset or other property credited to either such account. (v) The Account Bank hereby agrees that each item of property (whether investment property, financial asset, security, instrument, general intangible or cash) credited to the Collection Account or the Hedge Reserve Account, to the extent that the related account constitutes a securities account, shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC. (vi) If at any time the Account Bank shall receive any order from the Administrative Agent as agent for the Secured Parties directing transfer or redemption of any financial asset relating to the Collection Account or the Hedge Reserve Account, or any instruction originated by the Secured Party directing the disposition of funds in the Collection Account or the Hedge Reserve Account, the Account Bank shall comply with such entitlement order or instruction without further consent by the Borrower or any other person. If the Borrower is otherwise entitled to DB1/ 139452285.4144571789.3 67 issue entitlement orders or instructions and such entitlement orders or instructions conflict with any entitlement order or instruction issued by the Secured Party, the Account Bank shall follow the entitlement orders or instructions issued by the Secured Party. (vii) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the "bank's jurisdiction" (within the meaning of Section 9-304 of the UCC) and the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC). Section 2.14. [Reserved]. Section 2.15. Replacement of Lender Group. If (a) any Lender requests compensation under Section 2.10 or (b) any Committed Lender becomes a Defaulting Committed Lender, then the Borrower may, at its sole expense and effort, upon notice to the related Agent and the Administrative Agent, require each Lender in such Agent's Lender Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.01), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a member of a Lender Group hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) each member of such assigning Lender Group shall have received payment of an amount equal to all outstanding Loans funded or maintained by such Lender Group, together with all accrued Interest thereon and all accrued Unused Commitment Fees and Program Fees, as applicable, and any other Obligations payable to them hereunder and under the Basic Documents, from the assignee (to the extent of such outstanding Loans) or Seller (in the case of all other amounts), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist. Section 2.16. Defaulting Committed Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Committed Lender becomes a Defaulting Committed Lender, then the following provisions shall apply for so long as such Committed Lender is a Defaulting Committed Lender: (i) Unused Commitment Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Committed Lender pursuant to Section 2.09(a); (ii) notwithstanding anything to the contrary contained in Section 2.03 hereof, the unused portion of the Commitment of such Defaulting

DB1/ 139452285.4144571789.3 68 Committed Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Committed Lenders; (iii) the unfunded portion of the Commitment of such Defaulting Committed Lender shall not be included in determining whether all Lenders, a majority of the Lenders, the Consenting Lenders or the Required Lenders have taken or may take any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 13.01); provided, that this subclause (iii) will not be applicable with respect to any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, as applicable, which affects such Defaulting Committed Lender differently than other affected Lenders; and (iv) the Borrower may replace such Defaulting Committed Lender in accordance with Section 2.15 of this Agreement. (b) In the event that the Administrative Agent determines that a Defaulting Committed Lender has adequately remedied all matters that caused such Committed Lender to be a Defaulting Committed Lender, then (i) the Lender Percentages shall be readjusted to reflect the inclusion of such Committed Lender's Commitment and on such date such Committed Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Agents shall determine may be necessary in order for such Committed Lender to hold such Loans in accordance with its Lender Percentage and (ii) the provisions of clause (a), above, shall, from and after such determination, cease to be of further force or effect with respect to such Committed Lender. Section 2.17. Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d) and (e) of this Section 2.17, if: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) at any time, that adequate and reasonable means do not exist for ascertaining Daily Simple SOFR; or (ii) the Administrative Agent is advised by the Required Lenders that at any time, the Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark, the Loans shall bear interest at the Alternate Base Rate. (b) Notwithstanding anything to the contrary herein or in any other Basic Document (and any Hedging Agreements shall be deemed not to be a "Basic Document" for purposes of this Section 2.17), if a Benchmark Transition Event and its related Benchmark Replacement Date DB1/ 139452285.4144571789.3 69 have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Basic Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Basic Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Basic Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Basic Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Basic Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.17, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Basic Document, except, in each case, as expressly required pursuant to this Section 2.17. (e) Upon the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period, and at all times during the continuation of a Benchmark Unavailability Period, the Loans will bear interest at the Alternate Base Rate. (f) Notwithstanding anything to the contrary herein or in any other Basic Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of "Interest Period" for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify

DB1/ 139452285.4144571789.3 70 the definition of "Interest Period" for all Benchmark settings at or after such time to reinstate such previously removed tenor. ARTICLE THREE SECURITY Section 3.01. Collateral. (a) The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Lenders to the Borrower under Applicable Law. As collateral security for the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations, the Borrower hereby grants to the Administrative Agent, as agent for the Secured Parties, a lien on and security interest in all of the Borrower's right, title and interest in, to and under the following, whether now existing or owned or hereafter arising or acquired by the Borrower (collectively, the "Collateral"): (i) the Receivables and the related Contracts (including the right to service the Receivables in connection therewith) and any accounts or obligations evidenced thereby, any guarantee thereof, all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Receivables) or to become due or received by any Person in payment of any of the foregoing on or after the related Cutoff Date; (ii) the Financed Vehicles related to such Receivables (including Financed Vehicles that have been repossessed) or in any document or writing evidencing any security interest in any Financed Vehicle and each security interest in each Financed Vehicle securing each such Receivable, including all proceeds from any sale or other disposition of such Financed Vehicles; (iii) the Account Collateral; (iv) the Borrower's rights to Collections on deposit in the Lockbox Account; (v) subject to the Control Agreement, the Borrower's rights to the Collection Account and the Hedge Reserve Account; (vi) all Hedge Collateral; (vii) all Receivable Files, the Schedule of Receivables, and all documents, agreements and instruments included in the Receivable Files, including rights of recourse of the Borrower against DFC and/or any Dealer with respect to the Receivables; DB1/ 139452285.4144571789.3 71 (viii) all Records, documents and writings evidencing or related to the Receivables or the Contracts; (ix) all rights to payment under all Insurance Policies with respect to a Financed Vehicle, including any monies collected from whatever source in connection with any default of an Obligor with respect to a Financed Vehicle and any proceeds from claims or refunds of premiums on any Insurance Policy; (x) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivables, whether pursuant to the related Contracts or otherwise; (xi) all rights to payment under all service contracts and other contracts and agreements associated with the Receivables; (xii) all security interests, Liens, guaranties and other encumbrances in favor of or assigned or transferred to the Borrower in and to the Receivables and Financed Vehicles; (xiii) all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing (subject to the Control Agreement); (xiv) the Purchase Agreement (including each Purchase Agreement Supplement) and remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against DFC under or in connection with the Purchase Agreement; and (xv) all income and proceeds of the foregoing. (b) The grant under this Section does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent, any Agent, or any other Secured Party of any obligation of the Borrower or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under the Contracts to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under the Collateral and (iii) none of the Administrative Agent, any Agent, or any other Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, nor shall any of the Administrative Agent, any Agent, or any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Each of DFC and the Borrower represents and warrants as to itself that each remittance of Collections by DFC or the Borrower to the Administrative Agent or any Lender hereunder will have been (A) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Lenders and the

DB1/ 139452285.4144571789.3 72 Borrower and (B) made in the ordinary course of business or financial affairs of the Lenders and the Borrower. (c) Notwithstanding the foregoing grant of security interest, no account, instrument, chattel paper or other obligation or property of any kind due from, owned by or belonging to a Sanctioned Person shall be Collateral. Section 3.02. Release of Collateral; No Legal Title. (a) At the same time as any Contract (i) expires by its terms or (ii) has been prepaid in full, and in each case all amounts in respect thereof have been paid by the related Obligor and subsequently deposited into a Lockbox Account or the Collection Account, the Administrative Agent will, to the extent requested by the Servicer, promptly release its interest and lien in such Contract and the related Collateral. In connection with any sale of a Financed Vehicle, after the deposit by the Servicer of the proceeds of such sale into the Lockbox Account and subsequent deposit within two Business Days thereafter into the Collection Account, the Administrative Agent will, at the sole expense of the Servicer (which, in the case of any Successor Servicer, shall be reimbursable in accordance with the provisions of Section 2.06), promptly execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may reasonably request in order to effect the release and transfer of such Financed Vehicle; provided, that the Administrative Agent will not make any representation or warranty, express or implied, with respect to any such Financed Vehicle in connection with such sale or transfer and assignment. Nothing in this Section shall diminish the Servicer's obligations pursuant to Section 7.03 with respect to the proceeds of any such sale. (b) Upon (i) the transfer of any Receivables and the related Collateral in connection with a Take-out or (ii) the Facility Termination Date, the Administrative Agent, at the Borrower's expense, upon receipt of payment in full of the related Aggregate Unpaids, shall execute and file such partial or full releases or partial or full assignments of financing statements and other documents and instruments as may be reasonably requested by the Borrower to effectuate the release of the relevant portion of the Collateral. Section 3.03. Protection of Security Interest; Administrative Agent, as Attorney-in-Fact. (a) The Borrower agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may reasonably be necessary or desirable, or that the Administrative Agent may deem necessary, to perfect, protect, or more fully evidence the security interest granted to the Administrative Agent in the Receivables and the other Collateral, or to enable the Secured Parties to exercise and enforce their rights and remedies hereunder and thereunder; provided, that prior to the declaration of a Termination Event, the Borrower shall in no case be required to relien a security interest on any Financed Vehicle in favor of the Administrative Agent or other Secured Party. (b) If the Borrower fails to perform any of its obligations hereunder after five Business Days' notice from any Secured Party, such Secured Party may (but shall not be required to) perform, or cause performance of, such obligation; and the reasonable costs and expenses of such Secured Party incurred in connection therewith shall be payable by the Borrower as DB1/ 139452285.4144571789.3 73 provided in Article Nine. The Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent, as its attorney-in-fact to act on behalf of the Borrower, (i) to execute or cause to be executed on behalf of the Borrower as debtor and to file financing statements necessary or desirable in the Administrative Agent's sole discretion to perfect and to maintain the perfection and priority of the interest of the Secured Parties in the Receivables and the other Collateral and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables and the other Collateral, as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Secured Parties in the Receivables and the other Collateral. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its reasonable discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Administrative Agent herein. The Borrower hereby authorizes the filing of financing statements describing the collateral as "all assets of the debtor, whether now owned or existing or hereafter acquired or arising and wherever located, and all proceeds and products thereof" or words to that effect. This appointment is coupled with an interest and is irrevocable. Section 3.04. Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Agent that the Borrower has assigned to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower's right and title to and interest in the Purchase Agreement (including each Purchase Agreement Supplement). The Borrower confirms that, during the continuation of a Termination Event, the Administrative Agent shall have the sole right to enforce the Borrower's rights and remedies under the Purchase Agreement or any Purchase Agreement Supplement for the benefit of the Secured Parties, but without any obligation on the part of the Secured Parties or any of their respective Affiliates, to perform any of the obligations of the Borrower under the Purchase Agreement or any Purchase Agreement Supplement. The Borrower further confirms and agrees that such assignment to the Administrative Agent shall terminate upon the Facility Termination Date; provided, that the rights of the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by DFC pursuant to the Purchase Agreement, which rights and remedies survive the termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment. Section 3.05. Waiver of Certain Laws. Each of the Borrower, the Servicer, the Backup Servicer and Collateral Custodian agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any part of the Collateral may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and each of the Borrower, the Servicer, the Backup Servicer and the Collateral Custodian, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or assets constituting the Collateral marshaled upon any

DB1/ 139452285.4144571789.3 74 such sale, and agrees that the Administrative Agent or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety or in such parcels as the Administrative Agent or such court may determine. ARTICLE FOUR CONDITIONS OF CLOSING AND LOANS Section 4.01. Conditions to Effectiveness of this Agreement. The Closing Date shall not occur and no party hereto will be obligated to take, fulfill or perform any action hereunder, until each of the following conditions have been satisfied, in the sole discretion of the Administrative Agent: (a) Each Basic Document (other than any Hedging Agreements) shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received complete and, where applicable, executed versions of all other documents, instruments, agreements and legal opinions specified in the Schedule of Documents, each in form and substance satisfactory to the Administrative Agent. (b) The Administrative Agent shall have received (i) satisfactory evidence that the Borrower, the Servicer, DFC, Lithia, the Collateral Custodian, and the Account Bank have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Basic Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer's Certificate from each of the Borrower, the Servicer, DFC, Lithia, the Collateral Custodian, and the Account Bank, in form and substance satisfactory to the Administrative Agent, affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer's Certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against DFC or the Borrower for a breach of DFC's or the Borrower's representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the initial Servicer, DFC and Lithia shall each be in compliance in all material respects with all Applicable Laws and shall have delivered an Officer's Certificate to the Administrative Agent as to this and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on the Closing Date. (e) No Termination Event or Unmatured Termination Event shall have occurred. (f) No Servicer Termination Event or Unmatured Servicer Termination Event shall have occurred. DB1/ 139452285.4144571789.3 75 Section 4.02. Conditions Precedent to All Loans. Each request for a Loan (including the Initial Loan) by the Borrower to a Lender shall be subject to the conditions set forth in Section 4.01 and the further conditions precedent that: (a) The initial Servicer shall have delivered to the Administrative Agent, on or prior to the date of such Loan, (i) a Funding Request and (ii) a Purchase Agreement Supplement (Exhibit A to the Purchase Agreement including the Schedule of Receivables attached thereto), dated within two Business Days prior to the date of such Loan, in each case containing such additional information as may be reasonably requested by the Administrative Agent. (b) On the date of such Loan, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the proposed Loan and pledge of the Collateral: (i) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day (except to the extent such representation or warranty expressly relates to a prior date); (ii) no Stop-Funding Event has occurred and is continuing; (iii) no event has occurred and is continuing, or would result from such transaction that constitutes (A) a Termination Event or Unmatured Termination Event or (B) a Servicer Termination Event or Unmatured Servicer Termination Event; (iv) on and as of such day, after giving effect to such transaction, the aggregate Loan Outstanding does not exceed the Borrowing Base; (v) on and as of each such day, the Borrower and the Servicer each has performed all of the agreements contained in this Agreement and the other Basic Documents to be performed by it at or prior to such day; and (vi) no law or regulation shall prohibit, and no order, judgment or decree of any federal, State or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Loan by the Lenders in accordance with the provisions hereof. (c) After giving effect to the proposed Loan and the related pledge of Collateral: (i) the weighted average FICO Score of all Eligible Receivables (excluding Eligible Receivables that do not have a FICO Score or have a FICO Score of zero) shall be at least 660, with such weighted average calculated using the FICO Score of each such Receivable at the time of its underwriting and the Principal Balance as of such date of determination;

DB1/ 139452285.4144571789.3 76 (ii) the weighted average Loan-to-Value Ratio of all Eligible Receivables at the time of underwriting of such Eligible Receivables shall be no greater than 118.0%, with such weighted average calculated using the Principal Balances as of such date of determination; (iii) the weighted average Payment-to-Income Ratio of all Eligible Receivables at the time of underwriting of such Eligible Receivables shall be no greater than 12.0%, with such weighted average calculated using the Principal Balances as of such date of determination; and (iv)the weighted average Debt-to-Income Ratio of all Eligible Receivables at the time of underwriting of such Eligible Receivables shall be no greater than 45.0%, with such weighted average calculated using the Principal Balances as of such date of determination; (d) For each Loan other than the Initial Loan, the Borrower shall be in compliance with Section 6.03 and with all requirements of any Hedging Agreement required thereby. (e) On the date of such transaction, the Administrative Agent shall have received such other approvals, opinions, information or documents as the Administrative Agent may reasonably require. ARTICLE FIVE REPRESENTATIONS AND WARRANTIES Section 5.01. Representations and Warranties of the Borrower. The Borrower represents and warrants, as of the Closing Date, the date of this Agreement, and each Funding Date, as follows: (a) Organization and Good Standing. The Borrower has been duly organized, and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with all requisite power and authority to own or lease its properties and conduct its business as such business is presently conducted, and the Borrower had at all relevant times, and now has all necessary power, authority and legal right to acquire, own, sell and pledge the Receivables and the other Collateral. (b) Due Qualification. The Borrower is duly qualified to do business and is in good standing as a limited liability company, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including, as applicable, the purchase, sale and pledge of the Receivables) requires such qualifications, licenses or approvals, except those jurisdictions in which failure to be so qualified would not have a Material Adverse Effect. (c) Power and Authority; Due Authorization. The Borrower (i) has all necessary power, authority and legal right to (A) execute and deliver the Borrower Basic Documents, (B) carry out the terms of the Borrower Basic Documents and (C) grant the DB1/ 139452285.4144571789.3 77 security interest in the Collateral on the terms and conditions herein provided and (ii) has duly authorized by all necessary limited liability company action the execution, delivery and performance of the Borrower Basic Documents and the grant of the security interest in the Collateral on the terms and conditions herein and therein provided. (d) Binding Obligation. Each Borrower Basic Document constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (e) No Violation. The execution and delivery of the Borrower Basic Documents, the consummation of the transactions contemplated by the Borrower Basic Documents and the fulfillment of the terms hereof and thereof will not (i) conflict in any material respect with, result in any material breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under the Borrower's Formation Documents or a default in any material respect under any Contractual Obligation of the Borrower, (ii) result in the creation or imposition of any Lien upon any of the Borrower's properties (other than Permitted Liens) or (iii) violate any Applicable Law, the violation of which could reasonably be expected to have a Material Adverse Effect. (f) No Proceedings. There is no litigation, proceeding or investigation pending or, to the best knowledge of the Borrower, threatened against the Borrower, before any Governmental Authority (i) asserting the invalidity of any Borrower Basic Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by any Borrower Basic Document or (iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect. (g) All Consents Required. All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority required for the due execution, delivery and performance by the Borrower of the Borrower Basic Documents have been obtained. (h) Bulk Sales. The execution, delivery and performance of the Borrower Basic Documents do not require compliance with any "bulk sales" act or similar law by the Borrower. (i) Solvency. The transactions contemplated by the Borrower Basic Documents do not and will not cause the Borrower not to be Solvent. (j) Taxes. The Borrower has filed or caused to be filed all federal, state and other tax returns that are required to be filed by it. The Borrower has paid or made adequate provisions for the payment of all Taxes made against it or any of its property (other than any amount of Tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Borrower), and no Tax lien has been filed

DB1/ 139452285.4144571789.3 78 and, to the Borrower's knowledge, no claim is being asserted, with respect to any such Tax. (k) Quality of Title. Each Receivable, together with the Contract related thereto, shall, at all times, be owned by the Borrower free and clear of any Lien except for Permitted Liens, and upon the Initial Loan or each Subsequent Loan, the Administrative Agent, as agent for the Secured Parties, shall acquire a valid and perfected first priority security interest in each Receivable and in the related Collateral then existing or thereafter arising, free and clear of any Lien, other than Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Collateral shall at any time be on file in any recording office except such as may be filed in favor of (i) the Borrower in accordance with the Purchase Agreement or (ii) the Administrative Agent in accordance with this Agreement. (l) Security Interest. The Borrower has granted a security interest (as defined in the UCC) to the Administrative Agent, as agent for the Secured Parties, in the Collateral, which is enforceable in accordance with Applicable Law upon execution and delivery of this Agreement. Upon the filing of UCC-1 financing statements describing the Collateral, naming the Administrative Agent as secured party, and naming the Borrower as debtor, the Administrative Agent, as agent for the Secured Parties, shall have a first priority (except for any Permitted Liens) perfected security interest in the Collateral. All filings (including UCC filings) as are necessary in any jurisdiction to perfect the interest of the Administrative Agent, as agent for the Secured Parties, in the Collateral have been made. (m) Reports Accurate. All Monthly Reports (if prepared by the Borrower, or to the extent that information contained therein is supplied by the Borrower, such portion supplied by the Borrower), information, exhibits, financial statements, documents, books, records or reports furnished or to be furnished by the Borrower to each Agent, any Secured Party, the Backup Servicer and the Account Bank in connection with this Agreement are true, complete and correct in all material respects. (n) Location of Offices. The principal place of business and chief executive office of the Borrower and the office where the Borrower keeps all the Records are located at the address of the Borrower referred to in Section 13.02 (or at such other locations as to which the notice and other requirements specified in Section 6.02(f) shall have been satisfied) and has been so for the last four months. (o) Lockboxes; Lockbox Account; Collection Account. None of the Lockboxes, the Lockbox Account nor any interest therein is currently pledged or assigned to any party. The Collection Account or any interest therein has not been pledged or assigned to any party other than the Administrative Agent. (p) Tradenames. The Borrower has no trade names, fictitious names, assumed names or "doing business as" names or other names under which it has done or is doing business. DB1/ 139452285.4144571789.3 79 (q) Purchase Agreement. The Purchase Agreement is the only agreement pursuant to which the Borrower purchases Receivables and the related Contracts. (r) Value Given. The Borrower shall have given reasonably equivalent value to DFC in consideration for the transfer to the Borrower of the Receivables and the related Collateral under the Purchase Agreement, no such transfer shall have been made for or on account of an antecedent debt owed by DFC to the Borrower and no such transfer is or may be voidable or subject to avoidance under any section of the Bankruptcy Code. (s) Accounting. The Borrower accounts for the transfers to it from DFC of the Receivables and related Collateral under the Purchase Agreement as true sales/true contributions of such Receivables and related Collateral in its books, records and financial statements, in each case consistent with GAAP and with the requirements set forth herein. (t) Special Purpose Entity. The Borrower is in compliance with Section 6.01(o). (u) Confirmation from DFC. The Borrower has received confirmation from DFC that, so long as the Borrower is not "insolvent" within the meaning of the Bankruptcy Code or otherwise unable to pay its debts as they become due, DFC will not cause the Borrower to file a voluntary petition under the Bankruptcy Code or any other Insolvency Laws. Each of the Borrower and DFC is aware that in light of the circumstances described in the preceding sentence and other relevant facts, the filing of a voluntary petition under the Bankruptcy Code for the purpose of making any Receivable or any other assets of the Borrower available to satisfy claims of the creditors of DFC would not result in making such assets available to satisfy such creditors under the Bankruptcy Code. (v) ERISA Matters. The Borrower is not a "benefit plan investor" (as defined under Section 3(42) of ERISA). The Borrower does not sponsor, maintain or contribute to any Pension Plan or Multiemployer Plan. Neither the Borrower nor any ERISA Affiliate does not have any liability (contingent or otherwise) with respect to any Pension Plan or Multiemployer Plan except to the extent such liability could reasonably be expected to have a Material Adverse Effect. Each Pension Plan sponsored, maintained or contributed to by DFC or any ERISA Affiliate of the Borrower, under which employees of the Borrower participate in or participated in, complies in all respects with ERISA and all other applicable laws except to the extent the failure to comply could not reasonably be expected to have a Material Adverse Effect. No Plan Event has occurred or is reasonably expected to occur that might result, directly or indirectly, in any material lien being imposed on the property or assets of the Borrower. The Borrower is not a "benefit plan investor" (as defined under Section 3(42) of ERISA). The Borrower does not sponsor, maintain or contribute to any Pension Plan or Multiemployer Plan. Neither the Borrower nor any ERISA Affiliate does not have any liability (contingent or otherwise) with respect to any Pension Plan or Multiemployer Plan except to the extent such liability could reasonably be expected to have a Material Adverse Effect. Each Pension Plan

DB1/ 139452285.4144571789.3 80 sponsored, maintained or contributed to by DFC or any ERISA Affiliate of the Borrower, under which employees of the Borrower participate in or participated in, complies in all respects with ERISA and all other applicable laws except to the extent the failure to comply could not reasonably be expected to have a Material Adverse Effect. No Plan Event has occurred or is reasonably expected to occur that might result, directly or indirectly, in any material lien being imposed on the property or assets of the Borrower. (w) Investment Company Act. The Borrower (i) is not a "covered fund" under regulations adopted to implement section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, commonly known as the "Volcker Rule" and (ii) is not, and after giving effect to the transactions contemplated hereby, will not be required to register as an "investment company" within the meaning of the Investment Company Act. In determining that the Borrower is not required to register as an "investment company" within the meaning of the Investment Company Act, the Borrower is entitled to either the benefit of the exemption provided under Section 3(c)(5) of the Investment Company Act. (x) Accuracy of Representations and Warranties. Each representation or warranty by the Borrower contained herein, in any other Basic Document or in any certificate or other document furnished by the Borrower pursuant hereto or thereto or in connection herewith or therewith is true and correct in all material respects. (y) Representations and Warranties in Purchase Agreement. The representations and warranties made by DFC to the Borrower in Section 3.03 of the Purchase Agreement are hereby remade by the Borrower on each date to which they speak in the Purchase Agreement, as if such representations and warranties were set forth herein. For purposes of this Section, such representations and warranties are incorporated herein by reference as if made by the Borrower to the Administrative Agent and to each of the Secured Parties under the terms hereof mutatis mutandis. (z) Anti-Corruption Laws and Sanctions. The Borrower is subject to policies and procedures of Lithia that are designed to ensure compliance by Lithia and its Subsidiaries, directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower, its officers, directors and employees are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower or any of its directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower that will act in any capacity in connection with or benefit from the facility established hereby, is a Sanctioned Person. No Loan, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (aa) Beneficial Ownership Rule. At least 51% of the equity interests in the Borrower is owned, directly or indirectly, by a listed entity, and the Borrower is excluded on that basis from the definition of "Legal Entity Customer" as defined in the Beneficial Ownership Rule. DB1/ 139452285.4144571789.3 81 Section 5.02. Representations and Warranties of the Borrower Relating to the Receivables. The Borrower hereby represents and warrants as of each Funding Date, as follows: (a) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the related Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date; and (b) each Receivable referenced on the related Funding Request is an Eligible Receivable. Section 5.03. Representations and Warranties of the Servicer. The initial Servicer represents and warrants, as of the Closing Date, the date of this Agreement, and each Funding Date, as follows: (a) Organization and Good Standing. The Servicer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Oregon, with all requisite power and authority to own or lease its properties and to conduct its business as such business is presently conducted and to enter into and perform its obligations pursuant to this Agreement. (b) Due Qualification. The Servicer is duly qualified to do business and is in good standing as a corporation, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property and or the conduct of its business, including the underwriting and servicing of the Receivables, requires such qualification, licenses or approvals, except to the extent the failure to obtain such consents or approvals could not reasonably be expected to have a Material Adverse Effect. (c) Power and Authority; Due Authorization. The Servicer (i) has all necessary power, authority and legal right to (A) execute and deliver the Servicer Basic Documents and (B) carry out the terms of the Servicer Basic Documents and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of the Servicer Basic Documents. (d) Binding Obligation. Each Servicer Basic Document constitutes a legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its respective terms except as such enforceability may be limited by Insolvency Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (e) No Violation. The execution and delivery of the Servicer Basic Documents, the consummation of the transactions contemplated by the Servicer Basic Documents and the fulfillment of the terms hereof and thereof will not (i) conflict in any material respect with, result in any material breach of any of the terms and provisions of,

DB1/ 139452285.4144571789.3 82 or constitute (with or without notice or lapse of time or both) a default under, the Servicer's Formation Documents or, in any material respect, any Contractual Obligation of the Servicer, (ii) result in the creation or imposition of any Lien upon any of the Servicer's properties (other than Permitted Liens) or (iii) violate any Applicable Law, the violation of which could reasonably be expected to have a Material Adverse Effect. (f) No Proceedings. There is no litigation, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer, before any Governmental Authority (i) asserting the invalidity of any Servicer Basic Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by any Servicer Basic Document, (iii) challenging the enforceability of a material portion of the Receivables or (iv) seeking any determination or ruling that could reasonably be expected to have Material Adverse Effect. (g) All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or of any Governmental Authority (if any) required for the due execution, delivery and performance by the Servicer of the Servicer Basic Documents have been obtained. (h) Reports Accurate. All Monthly Reports, information, exhibits, financial statements, documents, books, records or reports furnished or to be furnished by the Servicer to any Agent, any Secured Party, the Backup Servicer and the Account Bank in connection with this Agreement are accurate, true and correct in all material respects. (i) Servicer's Performance. The Servicer has the knowledge, the experience and the systems, financial and operational capacity available to timely perform each of its obligations hereunder. (j) Accounts. The Lockbox Account is not currently subject to a pledge made by the Servicer or subject to a control agreement entered into by the Servicer. The Servicer has neither pledged nor entered into a control agreement (other than the Control Agreement) with respect to the Collection Account or amounts on deposit therein or the Hedge Reserve Account or amounts on deposit therein. (k) Tradenames and Place of Business. (i) Except as otherwise indicated in this Agreement or as the same may be changed in accordance with Section 6.05(b), the Servicer has no trade names, fictitious names, assumed names or "doing business as" names or other names under which it has done or is doing business and (ii) the principal place of business and chief executive office of the Servicer are located at the address of the Servicer set forth on the signature pages hereto and has been so for the last four months. (l) Compliance with the Credit and Collection Policy. The Servicer has, with respect to the Receivables, complied in all material respects with the Credit and Collection Policy. DB1/ 139452285.4144571789.3 83 (m) ERISA Matters. No Plan Event has occurred or is reasonably expected to occur that might result, directly or indirectly, in any lien being imposed on the property of the Servicer which could result in a Material Adverse Effect. (n) Investment Company Act. The Servicer is not an "investment company" within the meaning of the Investment Company Act. (o) Anti-Corruption Laws and Sanctions. The Servicer is subject to policies and procedures of Lithia that are designed to ensure compliance by Lithia and its Subsidiaries, directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Servicer, its officers, directors and employees are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Servicer or any of its directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Servicer that will act in any capacity in connection with or benefit from the facility established hereby, is a Sanctioned Person. No Loan, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. Section 5.04. Retransfer of Certain Receivables. (a) Retransfer of an Ineligible ReceivableCertain Receivables. If (x) a Receivable is an Ineligible Receivable at the time it was initially pledged hereunder or (y) any Person other than the Collateral Custodian obtains physical possession of the originally executed Tangible Contract for a Receivable as to which the Seller and the Borrower represented that such Tangible Contract was lost or destroyed prior to the Omnibus Amendment No. 2 Effective Date, no later than the earlier of (i) knowledge by the Borrower of such Receivable having been an Ineligible Receivable when it was so pledgedeither of the circumstances described in clause (x) or (y) and (ii) receipt by the Borrower from the Administrative Agent or the initial Servicer of written notice thereof (which notice the initial Servicer shall be required to give within two Business Days of any of its Responsible Officers having actual knowledge thereof), the Borrower shall (A) disclose the identity of such Ineligiblethe affected Receivable on the next Monthly Report and (B) on or before the next Payment Date, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such Ineligibleaffected Receivable to the Collection Account in immediately available funds and accept the release of each such Ineligibleaffected Receivable. The Administrative Agent shall be deemed, upon deposit of the Release Price into the Collection Account, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in such Ineligibleaffected Receivable and the Borrower shall accept the release of each such Ineligibleaffected Receivable from the Administrative Agent, and the aggregate Pool Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such Ineligibleaffected Receivable. Upon each release to the Borrower of such Ineligibleaffected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Ineligibleaffected Receivable and all future monies due or to become due with respect thereto, all proceeds of such Ineligible Receivable and Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Ineligibleaffected Receivable, and all proceeds and products of the foregoing. The

DB1/ 139452285.4144571789.3 84 Administrative Agent shall, at the sole expense of the Servicer (which, in the case of any Successor Servicer, shall be reimbursable in accordance with the provisions of Section 2.06), execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower and take such other actions as shall reasonably be requested by the Borrower to effect the release of such Ineligibleaffected Receivable pursuant to this subsection. (b) Retransfer of Receivables for Breach of Servicing Covenant. In the event that the initial Servicer breaches a servicing covenant pursuant to Section 7.03(c)(i) with respect to any Receivable, which breach adversely affects the Receivable or the interests of the Lenders, no later than the earlier of (i) knowledge by the initial Servicer of such event or (ii) receipt by the initial Servicer from the Administrative Agent or the Borrower of written notice thereof, the initial Servicer shall (A) disclose the identity of such Receivable on the next Monthly Report and (B) on or before the next Payment Date, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such Receivable into the Collection Account in immediately available funds, and the initial Servicer shall accept the release of such Receivable(s), in each case as described in Section 5.04(a). (c) Notice of Retransfer. The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.04(a) and (b). With respect to any such release, the Borrower shall provide written notice to the Administrative Agent and each Hedge Counterparty of any release of Receivables prior to 3:00 p.m., New York City time, three Business Days prior to the related repurchase date, and such notice shall include a calculation of the Borrowing Base after giving effect to such release, as well as representations and warranties by the Borrower that no Termination Event or Servicer Termination Event has occurred, that the Borrowing Base calculation included with such notice is accurate and that any required Hedging Agreements are in full effect. ARTICLE SIX COVENANTS Section 6.01. Affirmative Covenants of the Borrower. From the Closing Date until the Facility Termination Date: (a) Compliance with Laws. The Borrower will comply in all material respects with all Applicable Laws, including those with respect to the Receivables and related Financed Vehicles. (b) Preservation of Existence. The Borrower will preserve and maintain its existence, rights, franchises and privileges in the State of Delaware, and qualify and remain qualified in good standing as a foreign limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a material adverse effect. DB1/ 139452285.4144571789.3 85 (c) Performance and Compliance with Agreements. The Borrower will, at its expense, timely and fully perform and comply (or cause the Seller to perform and comply pursuant to this Agreement, the Purchase Agreement and all Purchase Agreement Supplements), in all material respects, all provisions, covenants and other promises required to be observed by it under the Basic Documents and the Contracts. (d) Keeping of Records and Books of Account. To the extent not maintained and implemented by the Servicer, the Borrower will maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records, financial statements and other information reasonably necessary or advisable for the collection of all Receivables. Such books and records shall include reports adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable. (e) Borrower Assets. With respect to each Receivable, the Borrower will: (i) acquire such Receivable pursuant to and in accordance with the terms of the Purchase Agreement, (ii) take all action necessary to perfect, protect and more fully evidence the Borrower's ownership of such Receivable, including (A) filing and maintaining, effective financing statements (Form UCC-1) listing DFC, respectively, as debtor in all necessary filing offices (and will cause DFC to obtain similar financing statements from each entity from which it acquired the Receivables), and filing continuation statements, amendments or assignments with respect thereto in such filing offices and (B) executing or causing to be executed such other instruments or notices as may be necessary and (iii) take all additional action that the Administrative Agent may reasonably request, including the filing of financing statements listing the Administrative Agent as secured party to perfect, protect and more fully evidence the respective interests of the parties to this Agreement in the Collateral. (f) Delivery of Collections. The Borrower will deliver to the Servicer, for further remittance to the Collection Account, all Collections received by Borrower in respect of the Receivables no later than two Business Days after the Borrower's receipt thereof. (g) Separate Corporate Existence. The Borrower shall be in compliance with the special purpose entity requirements set forth in Section 6.01(o). (h) Credit and Collection Policy. The Borrower will, or will cause DFC or the Servicer to, as the case may be, (i) with respect to each Receivable, comply with the Credit and Collection Policy (which may include originating or servicing Receivables in accordance with those discretionary exceptions that are set forth therein) and (ii) furnish to the Administrative Agent written notice of any material changes to the Credit and Collection Policy and revised versions of the Credit and Collection Policy containing such changes. (i) Notice of Certain Events. The Borrower will provide the Administrative Agent with written notice within one Business Day of the date on which the Borrower

DB1/ 139452285.4144571789.3 86 receives notice of, or obtains knowledge of, the occurrence of any Termination Event, Unmatured Termination Event, Step-up Event, Early Amortization Event, Servicer Termination and Unmatured Servicer Termination Event. (j) Taxes. The Borrower will file and pay any and all Taxes, including those required to meet the obligations of the Basic Documents, except Taxes that the Borrower is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount thereof and such contest does not materially endanger any right or interest of the Secured Parties under the Basic Documents. (k) Liens. The Borrower will not create, or participate in the creation of, or permit to exist, any Liens (other than Permitted Liens) with respect to the Lockbox Account or the Collection Account. (l) Reporting. The Borrower will furnish or cause to be furnished to the Administrative Agent, each Agent and, to the extent requested by a Hedge Counterparty, such Hedge Counterparty: (i) Monthly Report. Not later than each Reporting Date, a Monthly Report. (ii) Quarterly Report. By the 15th of each February, May, August and November, a Quarterly Report, including information as of the previous month-end, as to the Receivables such as collections, delinquencies, losses, recoveries, cash flows and such other information as reasonably requested by the Administrative Agent. (iii) Financial Statements. (A)Within 60 days after the end of the first three quarterly fiscal periods of each fiscal year of DFC, the unaudited unconsolidated balance sheets of DFC as at the end of such period and the related unaudited unconsolidated statements of income and retained earnings for DFC for such period, setting forth in comparative figures for the previous fiscal quarter (to the extent such prior quarterly financial statements were delivered pursuant to this Section or are otherwise available), accompanied by a certificate of a Responsible Officer of DFC, which certificate shall state that each such unconsolidated financial statement fairly presents the financial condition of DFC in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year end audit adjustments). (B) Within 60 days after the end of the first three quarterly fiscal periods of each fiscal year of the Performance Guarantor, the unaudited consolidated balance sheets of the Performance Guarantor as at the end of such period and the related unaudited consolidated statements of income and retained earnings for the Performance Guarantor for such period, DB1/ 139452285.4144571789.3 87 setting forth in comparative figures for the previous quarter (to the extent such prior quarter financial statements were delivered pursuant to this Section or are otherwise available), accompanied by a certificate of a Responsible Officer of the Performance Guarantor, which certificate shall state that each such consolidated financial statement fairly presents the financial condition of the Performance Guarantor in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year end audit adjustments). Notwithstanding the foregoing, if any such report is timely filed with the Securities and Exchange Commission and is publicly available on its the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system on the date that the related report would otherwise be due hereunder, such report shall be deemed to have been timely delivered in accordance with this subclause. (C) Within 120 days after each fiscal year of (i) DFC, the unaudited consolidated balance sheets of DFC as of the end of such fiscal year and the related unaudited consolidated statements of income and retained earnings and of cash flows for DFC for such year and (ii) the Performance Guarantor, the audited consolidated balance sheets of the Performance Guarantor as at the end of such fiscal year and the related audited consolidated statements of income and retained earnings and of cash flows for the Performance Guarantor for such year, setting forth in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern (other than a qualification as to going concern based solely on the tenor of the Commitments hereunder) and shall state that each consolidated financial statement fairly presents the financial condition and results of operations of the Performance Guarantor at the end of, and for, such fiscal year in accordance with GAAP. Notwithstanding the foregoing, if any such report is timely filed with the Securities and Exchange Commission and is publicly available on its the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system on the date that the related report would otherwise be due hereunder, such report shall be deemed to have been timely delivered in accordance with this subclause. (D)Within 120 days of the end of each fiscal year of DFC, a certificate of a Responsible Officer of DFC, which certificate shall state that the unaudited consolidated balance sheets of DFC delivered pursuant to subclause (C) fairly present the financial condition of DFC in accordance with GAAP, consistently applied, at the end of, and for, such fiscal year. Within 120 days of the end of each fiscal year of the Performance Guarantor, a certificate of a Responsible Officer of the Performance Guarantor, which certificate shall state that the audited consolidated balance sheets of the Performance Guarantor delivered, or deemed to have been delivered, pursuant to subclause (C) fairly present

DB1/ 139452285.4144571789.3 88 the financial condition of the Performance Guarantor in accordance with GAAP, consistently applied, as at the end of, and for, such fiscal year. (iv) Representations. Promptly following the Borrower's obtaining knowledge of the same, the Borrower shall notify the Administrative Agent that any representation or warranty set forth in Section 5.01 or 5.02 was incorrect in any material respect at the time it was given or deemed to have been given, and at the same time shall deliver to the Administrative Agent a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent in the manner set forth in the preceding sentence before any Funding Date of any facts or circumstances within the knowledge of the Borrower which would render any of such representations and warranties untrue in any material respect at the date when they were made or deemed to have been made. (v) Proceedings. As soon as possible and in any event within two Business Days of the date on which the Borrower receives notice of, or obtains knowledge of, the same, the Borrower shall provide notice of any settlement of, material judgment (including a material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any labor controversy (of a material nature), litigation, action, suit or proceeding before any court or Governmental Authority, domestic or foreign, affecting the Borrower or any of its Affiliates that would reasonably be expected to have a Material Adverse Effect. (vi) Notice of Material Events. Promptly following any Responsible Officer of the Borrower obtaining knowledge the same, the Borrower shall provide notice of any other event or circumstances that, in the reasonable judgment of the Borrower, would reasonably be expected to have a Material Adverse Effect. (m) Anti-Corruption Laws and Sanctions. The Borrower will remain subsect to, and enforce, Lithia's policies and procedures designed to ensure compliance by Lithia and its Subsidiaries and each of their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. (n) Beneficial Ownership Certification. From time to time any Lender that has a reasonable basis for requesting such a certification may request that the Borrower deliver, and within five Business Days of each such request the Borrower shall execute and deliver to such Lender, a Beneficial Ownership Certification, in form and substance reasonably acceptable to such Lender. Furthermore, promptly following any change that would result in a change to the status of the Borrower as an excluded "Legal Entity Customer" under the Beneficial Ownership Rule, the Borrower shall execute and deliver to each Lender a Beneficial Ownership Certification, in form and substance reasonably acceptable to each such Lender. DB1/ 139452285.4144571789.3 89 (o) Special Purpose Entity. The Borrower shall take or perform each of the following actions (and the Borrower has not heretofore failed to take or perform any such actions in the past): (i) maintain its own separate deposit and other bank accounts and funds to which no other Person has any access (except to the extent permitted under the Basic Documents) which accounts shall be maintained in the name of the Borrower; (ii) maintain full books of accounts and records (financial or other) and financial statements separate from those of any other Person (including, all resolutions, records, agreements or instruments underlying or regarding the transactions contemplated by the Basic Documents or otherwise); (iii) at all times hold itself out to the public and all other Persons as a legal entity separate from the and any other Person; (iv) have its own board of directors; (v) file its own tax returns separate from those of any other Person, if any, as may be required under applicable law, to the extent (A) not part of a consolidated group filing a consolidated return or returns or (B) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (vi) ensure that any consolidated financial statements of any Affiliate or any other Person that are filed with the Securities Exchange Commission or any other governmental authority or are furnished to any creditors of any Affiliate or any other Person include notes clearly stating that the Borrower is a separate corporate entity and that its assets are available first and foremost to satisfy the claims of the creditors of the Borrower; and (vii) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person and maintain the assets of the Borrower in such a manner that it is not costly or difficult to segregate, identify or ascertain its individual assets from those of any other Person, including any Affiliate; (viii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (ix) disclose, and cause each Member to disclose, in its financial statements the effects of all transactions between such Member and the Borrower in a manner which makes it clear that (A) the Borrower is a separate legal entity, (B) the assets of the Borrower are not assets of any Affiliate and are not available to pay creditors of any Affiliate and (C) neither such Member nor any Affiliate thereof is liable or responsible for the debts of the Borrower;

DB1/ 139452285.4144571789.3 90 (x) pay its own liabilities and expenses only out of its own funds; (xi) except for capital contributions or capital distributions permitted under the terms and conditions of the Borrower's Formation Documents, not enter into any transaction with an Affiliate of the Borrower except on arm's length terms; (xii) compensate (either directly or through reimbursement of the Borrower's allocable share of any shared expenses) all employees, consultants and agents and Affiliates, to the extent applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliates, in each case, from the Borrower's own funds and either maintain a sufficient number of employees, and/or employ sufficient consultants or agents, in light of its contemplated operations; provided, the foregoing shall not require the Members to make any additional capital contributions to the Borrower; (xiii) except as expressly permitted under any of the Basic Documents, pay from its own bank accounts for accounting and payroll services, rent, lease and other expenses (or the Borrower's allocable share of any such amounts provided by one or more other Affiliates) and not have such operating expenses (or the Borrower's allocable share thereof) paid by any Affiliates; provided, the foregoing shall not require the Members to make any additional capital contributions to the Borrower; (xiv) not hold out its credit or assets as being available to satisfy the obligations of any other Person; (xv) maintain office space separate and clearly delineated from the office space of any Affiliate; (xvi) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; (xvii) cause (A) all written communications, including letters, invoices, purchase orders, and contracts, of the Borrower to be made solely in the name of the Borrower, (B) the Borrower to have its own tax identification number, stationery, checks and business forms, separate from those of any other Person, (C) all Affiliates not to use the stationery or business forms of the Borrower, and cause the Borrower not to use the stationery or business forms of any Affiliate, and (D) all Affiliates not to conduct business in the name of the Borrower, and cause the Borrower not to conduct business in the name of any Affiliate; (xviii) except as expressly permitted by any of the Basic Documents, direct creditors of the Borrower to send invoices and other statements of account of the Borrower directly to the Borrower and not to any Affiliate and cause the DB1/ 139452285.4144571789.3 91 Affiliates to direct their creditors not to send invoices and other statements of accounts of such Affiliates to the Borrower; (xix) except as expressly permitted by any of the Basic Documents, not acquire obligations or securities of or make loans or advances to or grant a security interest in or pledge its assets for the benefit of the Member, any Affiliate or any other Person; (xx) correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person except as may be required for income tax purposes; (xxi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities, and refrain from engaging in a business for which its remaining property represents an unreasonably small capital; provided, however, the foregoing shall not require the Members to make any additional capital contributions to the Borrower; (xxii) practice and adhere to all limited liability company procedures and formalities to the extent required by the Borrower's Formation Documents or all other appropriate constituent documents and applicable law; (xxiii) except for the other Basic Documents, not acquire any obligations or securities of the Member or of any Affiliate of the Borrower; (xxiv) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xxv) at all times will have at least one director that qualifies as an "Independent Director" (as such term is defined in the Borrower's Formation Documents). Section 6.02. Negative Covenants of the Borrower. From the date hereof until the Facility Termination Date: (a) Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind (including guaranteeing any obligation) other than pursuant to this Agreement, any other Basic Document or under any Hedging Agreement required by Section 6.03 or (iii) form any Subsidiary or make any Investments in any other Person. (b) Receivables Not to be Evidenced by Instruments. The Borrower will take no action to cause any Receivable that is not, as of the related Funding Date, evidenced

DB1/ 139452285.4144571789.3 92 by an Instrument, to be so evidenced except in connection with the enforcement or collection of such Receivable. (c) Security Interests. The Borrower will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any portion of the Collateral, whether now existing or hereafter transferred hereunder, or any interest therein, and the Borrower will not sell, pledge, assign or suffer to exist any Lien on its interest, if any, hereunder. The Borrower will promptly notify the Administrative Agent of the existence of any Lien (other than a Permitted Lien) on any portion of the Collateral and the Borrower shall defend the right, title and interest of the Administrative Agent in, to and under such Collateral, against all claims of third parties; provided, that nothing in this subsection shall prevent or be deemed to prohibit the Borrower from suffering to exist Permitted Liens upon any portion of the Collateral. (d) Mergers, Acquisitions, Sales, Etc. The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock or membership interests of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any portion of the Collateral or any interest therein (other than pursuant hereto). (e) Distributions. The Borrower shall not declare or pay, directly or indirectly, any dividend or make any other distribution (whether in cash or other property) with respect to the profits, assets or capital of the Borrower or any Person's interest therein, or purchase, redeem or otherwise acquire for value any of its capital stock now or hereafter outstanding, except that so long as no Termination Event or Unmatured Termination Event has occurred and is continuing or would result therefrom, the Borrower may distribute to holders of its membership interest funds distributed to the Borrower pursuant to Section 2.06(xi), subject to Applicable Law. (f) Change of Name or Location of Receivable Files. The Borrower shall not (i) change its name or state of organization, move the location of its principal place of business and chief executive office, and the offices where it keeps the Records from the location referred to in Section 13.02 or (ii) move, or consent to the Collateral Custodian or the Servicer moving, the Receivable Files from the location thereof on the Closing Date, unless the Borrower has given at least 30 days' written notice to the Administrative Agent and has taken all actions required under the UCC of each relevant jurisdiction in order to continue the first priority perfected security interest of the Administrative Agent in the Collateral. (g) True Sale. Except for purposes of GAAP, the Borrower will not account for or treat the transactions contemplated by the Purchase Agreement in any manner other than as the sale, or absolute assignment, of the Receivables and other Collateral by DFC to the Borrower. DB1/ 139452285.4144571789.3 93 (h) ERISA Matters. The Borrower will not establish, maintain or contribute to or have any liability (contingent or otherwise) with respect to any Pension Plan or Multiemployer Plan or otherwise be a "benefit plan investor" under Section 3(42) of ERISA. The Borrower will not engage or permit any ERISA Affiliate to engage in any prohibited transaction under Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available or has not previously been obtained from the United States Department of Labor and which would result in a Material Adverse Effect. (i) Formation Documents; Purchase Agreement. The Borrower will not amend, modify, waive or terminate any provision of its Formation Documents or of the Purchase Agreement (including any Purchase Agreement Supplement) in any respect which would be reasonably expected to materially and adversely affect the Administrative Agent or any other Secured Party, without the prior, written consent of the Administrative Agent. (j) Changes in Payment Instructions. The Borrower will not add or make any change, or permit the Servicer to make any change, in its instructions to Obligors regarding payments to be made to the Borrower or the Servicer or payments to be made to the Lockboxes or the Lockbox Account, unless the Administrative Agent has Consented to such change in writing and has received duly executed copies of all documentation related thereto, which documentation shall be satisfactory in form and substance to the Administrative Agent. (k) Extension or Amendment. The Borrower will not, except as otherwise permitted in Section 7.03(c)(i), extend, amend or otherwise modify, or permit the Servicer to extend, amend or otherwise modify, the terms of any Contract. (l) No Assignments. The Borrower will not assign or delegate, grant any interest in or permit any Lien (other than Permitted Liens) to exist upon any of its rights, obligations or duties under this Agreement without the prior written Consent of the Administrative Agent. (m) Anti-Corruption Laws and Sanctions. The Borrower will not request any Loan, and the Borrower shall not use any Loan, and shall procure that its directors, officers, employees and agents (if any) shall not use, the proceeds of any Loan (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Section 6.03. Covenant of the Borrower Relating to Hedging. (a) Beginning on the date that is thirty days after the date of the Initial Loan, the Borrower shall at all times that the Loans Outstanding are greater than zero, (i) maintain one or more Hedge Transactions in form and substance satisfactory to the Administrative Agent, each

DB1/ 139452285.4144571789.3 94 of which may be in the form of an interest rate swap or an interest rate cap transaction and/or (ii) maintain amounts on deposit in the Hedge Reserve Account, in all cases to ensure that either (x) the Borrower is Fully Hedged or (y) if the Borrower is not Fully Hedged, an amount not less than the Hedge Reserve Account Required Amount is at all times on deposit in the Hedge Reserve Account; provided, that if on any date any Mandatory Hedging Condition exists, then within two (2) Business Days of such date the Borrower must be Fully Hedged, and the Borrower must remain Fully Hedged at all times thereafter while a Mandatory Hedging Condition exists, regardless of whether any amounts are then on deposit in the Hedge Reserve Account. If at any time the Hedge Reserve Account Required Amount is greater than zero, then (A) no later than three Business Days prior to each Funding Date and no later than three Business Days prior to each Payment Date the Borrower (or the initial Servicer on behalf of the Borrower) shall obtain a quote for the purchase price of an interest rate cap that allows it to recalculate the Hedge Reserve Account Required Amount on such date and (B) beginning on the related Funding Date or Payment Date, as applicable, such quote shall be used to determine the "Hedge Reserve Account Required Amount" until the next succeeding Funding Date or Payment Date, as applicable. It is acknowledged and agreed that any Hedge Transaction entered into by the Administrative Agent on behalf of the Borrower pursuant to Section 2.08(f) shall be deemed to have been entered into by the Borrower for purposes of Borrower's obligations under this Section 6.03(a). (b) Each Hedge Transaction shall be entered into with a Hedge Counterparty and be governed by a Hedging Agreement. Any Hedge Transaction that is in the form of an interest rate swap shall provide for the payment on each Payment Date to the Hedge Counterparty of an amount calculated by reference to the notional amount thereunder and a fixed rate of interest per annum and for the payment on each Payment Date to the Borrower of an amount calculated by reference to the same notional amount thereunder and a floating rate of interest (per annum equal to SOFR or a related rate), in each case for each day during the related Interest Period. Furthermore, (i) the notional amount of each such Hedge Transaction shall amortize monthly based on an assumed "ABS Rate" agreed upon by the Borrower and the Administrative Agent, (ii) the "Termination Events" and "Events of Default" that are applicable under each such Hedge Transaction shall have been approved by the Required Lenders to the Administrative Agent prior to the effectiveness of such Hedge Transaction, and (iii) each such Hedge Transaction shall have a final maturity date reflecting the expected repayment of the Receivables, taking into account anticipated losses and prepayments. If a Hedge Counterparty, other than a Hedge Counterparty as defined in clause (i) of the definition thereof, met the Short-Term Ratings Requirement and/or the Long-Term Ratings Requirement at the time the related Hedge Transaction was entered into and is downgraded or has any ratings withdrawn such that it no longer meets the Short-Term Ratings Requirement and/or the Long-Term Ratings Requirement, as applicable, then within thirty (30) days of the related downgrade or withdrawal either (A) the Borrower must enter into a new Hedging Agreement or (B) the Hedge Counterparty must post collateral pursuant to a credit support annex in an amount satisfactory to the Required Lenders. (c) If on any date any Hedge Transactions are in the form of interest rate swaps and the aggregate notional amount under all outstanding Hedge Transactions as of such date is either (x) less than 95% of the Loans Outstanding as of such date (after giving effect to any changes to the Loans Outstanding on such date) or (y) more than 105% of the Loans Outstanding as of such date (after giving effect to any changes to the Loans Outstanding on such date), then on the related "Adjustment Date" (which shall be either such date (if such date is a Payment Date) or DB1/ 139452285.4144571789.3 95 otherwise the next Business Day after such date that is a Payment Date), the Administrative Agent may direct the Borrower to enter into one or more Hedge Transactions, increase the notional amount of one or more Hedge Transactions, or decrease the notional amount of one or more Hedge Transactions, in all cases as necessary such that immediately thereafter the aggregate notional amount under all Hedge Transactions is neither (I) less than 95% of the Loans Outstanding as of the Adjustment Date (after giving effect to any changes to the Loans Outstanding on such date) nor (II) more than one 105% of the Loans Outstanding as of the Adjustment Date (after giving effect to any changes to the Loans Outstanding on such date). (d) The Borrower shall establish and thereafter maintain a segregated trust account in the name of the Borrower with respect to each Hedge Counterparty (each, a "Hedge Counterparty Collateral Account;) with a Qualified Institution in trust and for the benefit of the Lenders and the related Hedge Counterparty. In the event that pursuant to the terms of the applicable Hedging Agreement, the related Hedge Counterparty is required to deposit cash or securities as collateral to secure its obligations ("Posted Collateral"), the Borrower shall deposit all Posted Collateral received from the Hedge Counterparty into the Hedge Counterparty Collateral Account. All sums on deposit and securities held in any Hedge Counterparty Collateral Account shall be used only for the purposes set forth in the related credit support annex ("Credit Support Annex") to the Hedging Agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Hedge Counterparty Collateral Account shall be (i) for application to the obligations of the applicable Hedge Counterparty under the related Hedging Agreement in accordance with the terms of the related Credit Support Annex and (ii) to return collateral to the Hedge Counterparty when and as required by the Credit Support Annex. Amounts on deposit in each Hedge Counterparty Collateral Account shall be invested at the written direction of the related Hedge Counterparty, and all investment earnings actually received on amounts on deposit in a Hedge Counterparty Collateral Account or distributions on securities held as Posted Collateral shall be distributed to the related Hedge Counterparty in accordance with the terms of the related Credit Support Annex. Any amounts applied by the Borrower to the obligations of the Hedge Counterparty under the Hedging Agreement in accordance with the terms of the Credit Support Annex shall be deposited in the Collection Account and applied in accordance with Section 2.06 of this Agreement. The Borrower agrees to give the Hedge Counterparty prompt notice if it obtains knowledge that the Hedge Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Hedge Counterparty Collateral Account, shall or have become subject to any writ, order, judgment, warrant of attachment, execution or similar process. (e) Within 30 days after the occurrence of any event defined as an "Event of Default" or "Termination Event" in a Hedging Agreement, the Borrower shall cause such Hedge Counterparty to assign its obligations under the Hedging Agreement to a new Hedge Counterparty which satisfies the requirements set forth in the definition of "Hedge Counterparty.” (f) The Borrower shall deliver to the Administrative Agent a copy of all documents related to any Hedging Agreement, including confirmations, schedules and an aggregate notional amortization schedule.

DB1/ 139452285.4144571789.3 96 (g) All reasonably documented out-of-pocket costs and expenses (including reasonable legal fees and disbursements) incurred by the Administrative Agent and the Lenders incurred with each Hedge Transaction shall be paid by the Borrower. (h) As additional security hereunder, the Borrower has granted a security interest to the Administrative Agent all right, title and interest of the Borrower in the Hedge Collateral. The Borrower acknowledges that, as a result of that pledge, the Borrower may not, without the prior written Consent of the Administrative Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for the Borrower's right under any Hedging Agreement to enter into Hedge Transactions in order to meet the Borrower's obligations hereunder. Nothing herein shall have the effect of releasing the Borrower from any of its obligations under any Hedging Agreement or any Hedge Transaction, nor be construed as requiring the consent of any Secured Party for the performance by the Borrower of any such obligations. Section 6.04. Affirmative Covenants of the Servicer. From the date hereof until the Facility Termination Date: (a) Compliance with Law. The Servicer will comply in all material respects with all Applicable Laws, including those with respect to the Contracts, the Receivables, the related Financed Vehicles, the Receivable Files or any part thereof and any collection efforts on behalf of the Receivables or related Financed Vehicles, except to the extent that the Servicer's failure to so comply would not have a Material Adverse Effect. (b) Preservation of Corporate Existence. The Servicer will preserve and maintain its existence, rights, franchises and privileges in its State of formation, and shall qualify and remain qualified in good standing as a foreign limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect. (c) Obligations and Compliance with Receivables. The Servicer will fulfill and comply with all obligations on the part of the Borrower to be fulfilled or complied with under or in connection with each Receivable and will do nothing to impair the rights of the Administrative Agent in, to and under the Collateral. The Servicer will comply with the terms and conditions of this Agreement relating to the obligation of the Borrower to remove Receivables from the Collateral pursuant to this Agreement and the obligation of the Seller, under the Purchase Agreement, to reacquire Receivables from the Borrower pursuant to the Purchase Agreement. (d) Performance and Compliance with Servicer Basic Documents. The initial Servicer will timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it under the Servicer Basic Documents. (e) Keeping of Records and Books of Account. The Servicer will maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables, including the Receivable Files, in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records DB1/ 139452285.4144571789.3 97 and other information reasonably necessary or advisable for the collection of all Receivables, including the Receivable Files. (f) Preservation of Security Interest. The Servicer will execute and file such financing and continuation statements and any other documents that may be required by any law or regulation of any Governmental Authority to preserve and protect fully the security interest of the Administrative Agent in, to and under the Collateral; provided, that in the case of any Successor Servicer, the Successor Servicer shall execute and file such documents (as prepared by the Borrower or the Administrative Agent) only upon the written direction of the Borrower or the Administrative Agent and any action taken by the Successor Servicer pursuant to this clause shall be a reimbursable expense paid in accordance with the provisions of Section 2.06. The Servicer will defend the right, title and interest of the Borrower, the Secured Parties, the Administrative Agent and the Collateral Custodian in, to and under the Collateral against all claims of third parties claiming through or under the Servicer; provided, that in the case of any Successor Servicer, such action or defense shall only be taken at the written direction of the Borrower or the Administrative Agent and, so long as the need for such defense or action was not caused by the Successor Servicer's gross negligence, bad faith or willful misconduct, any action taken by the Successor Servicer pursuant to this clause shall be a reimbursable expense paid in accordance with the provisions of Section 2.06. (g) Credit and Collection Policy. The Servicer will comply in all material respects with the Credit and Collection Policy in regard to each Receivable. (h) Monthly Reports. Not later than each Reporting Date, the Servicer will provide to the Administrative Agent and, to the extent requested or required by a Hedge Counterparty, such Hedge Counterparty, a Monthly Report. (i) Termination Events and Servicer Termination Events. The Servicer will furnish to the Administrative Agent, the Backup Servicer and each Hedge Counterparty, within one Business Day after a Responsible Officer of the Servicer has actual knowledge thereof, notice of the occurrence of an Unmatured Termination Event, a Termination Event, an Unmatured Servicer Termination Event or a Servicer Termination Event. (j) Other. The Servicer will furnish to the Administrative Agent, from time to time, such other information, documents, records or reports respecting the Collateral or the condition or operations, financial or otherwise, of the Servicer as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent or Lenders under or as contemplated by this Agreement. (k) Notice Regarding Collateral. The Servicer shall advise the Collateral Custodian (if other than DFC) and the Administrative Agent in writing in reasonable detail promptly following its actual knowledge or receipt of written notice of (i) any Lien (other than a Permitted Lien) asserted or claim made against any portion of the Collateral, (ii) the occurrence of any breach in any material respect by the Servicer of any of its representations, warranties and covenants contained herein relating to the Receivables

DB1/ 139452285.4144571789.3 98 and (iii) the occurrence of any other event which would reasonably be expected to have a material adverse effect on the security interest of the Administrative Agent on behalf of the Secured Parties in the Collateral or the collectability of all or a material portion of the Receivables. (l) Additional Information. The Servicer shall, within five Business Days of its receipt thereof, respond to reasonable written directions or written requests for information that the Borrower, the Administrative Agent, any Lender or the Collateral Custodian might have with respect to the administration of the Receivables. (m) Financial Statements. The initial Servicer shall provide to the Administrative Agent, each Agent and each Lender, the financial statements described in Section 6.01(l)(iii). (n) Accounting Policy. The initial Servicer will notify the Administrative Agent within five Business Days of its implementation of any material change in the its accounting policies. (o) Additional Covenants. The Servicer shall (i) promptly notify the Borrower, the Administrative Agent or the Collateral Custodian (if other than DFC) of the occurrence of any event which would require that the Borrower make or cause to be made any filings, reports, notices or applications or seek any consents or authorizations from any and all Governmental Authorities in accordance with the relevant UCC and any State vehicle license or registration authority as may be necessary or advisable to create, maintain and protect a first priority security interest of the Administrative Agent in, to and on the Financed Vehicles and a first priority security interest of the Administrative Agent in, to and on the Collateral, and (ii) take all reasonable action necessary to maximize the returns pursuant to the Insurance Policies. (p) Anti-Corruption Laws and Sanctions. The initial Servicer will remain subject to and enforce Lithia's policies and procedures designed to ensure compliance by Lithia and its Subsidiaries and each of their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. Section 6.05. Negative Covenants of the Servicer. From the date hereof until the Facility Termination Date: (a) Lockboxes; Accounts. The Servicer shall not create or participate in the creation of, or solely in the case of the initial Servicer, permit to exist, any Liens (other than Permitted Liens) with respect to the Lockboxes, the Lockbox Account, the Collection Account, or the Hedge Reserve Account. The Servicer shall not enter into any "control agreement" (as defined in the relevant UCC) with respect to the Lockboxes, the Lockbox Account, the Collection Account, or the Hedge Reserve Account (other than the Control Agreement, with respect to the Collection Account and the Hedge Reserve Account). Without the prior written Consent of the Administrative Agent, the Servicer shall not move the Lockboxes, the Lockbox Account, the Collection Account, or the DB1/ 139452285.4144571789.3 99 Hedge Reserve Account to an institution other than the one at which it is held as of the Closing Date. (b) Change of Name or Location of Receivable Files. The initial Servicer shall not change its name or its state of organization, move the location of its principal place of business and chief executive office, and the offices where it keeps records concerning the Receivables (including the Receivable Files) from the location referred to in Section 13.02, unless the initial Servicer has given at least 30 days' prior written notice to the Administrative Agent and has taken all actions required under the UCC of each relevant jurisdiction in order to continue the first priority perfected security interest of the Administrative Agent, as agent for the Secured Parties, in the Collateral. (c) Credit and Collection Policy. The Servicer will not amend, modify, restate or replace, in whole or in part, in any material respect, the Credit and Collection Policy, without the prior written Consent of the Administrative Agent, which consent shall not be unreasonably withheld. If the Administrative Agent does not provide its written consent to, or rejection of, a proposed material amendment, modification, restatement or replacement of the Credit and Collection Policy within 10 Business Days of its receipt of notice thereof from the Servicer, then the Administrative Agent will be deemed to have consented to such amendment, modification, restatement or replacement. (d) Change in Payment Instructions to Obligors. The initial Servicer will not make any change in its instructions to the Obligors regarding payments to be made to the Borrower or the Servicer, except as otherwise permitted by the Credit and Collection Policy, or payments to be made to the Lockboxes or the Lockbox Account, unless the Administrative Agent has Consented to such change and has received duly executed documentation related thereto. (e) Extension or Amendment of Contracts. The Servicer will not, except as otherwise permitted in Section 7.03(c)(i), extend, amend or otherwise modify the terms of any Contract. (f) [Reserved]. (g) No Liens. Other than as permitted by this Agreement, the Servicer shall not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than the Lien created by this Agreement) on all or any portion of the Collateral or any interest therein; and the Servicer shall defend the right, title and interest of the Administrative Agent on behalf of the Secured Parties in, to and under the Collateral against all claims of third parties claiming through or under the Servicer. (h) Release; Additional Covenants. The Servicer shall not (i) release any Financed Vehicle securing any Receivable from the security interest granted therein by such Receivable in whole or in part except (A) in the event of payment in full by the Obligor thereunder or upon transfer of such Financed Vehicle to a purchaser following repossession by the Servicer or (B) to an insurer in exchange for Insurance Proceeds paid

DB1/ 139452285.4144571789.3 100 by such insurer resulting from a claim for the total insured value of a Financed Vehicle, or (ii) take any action that would reasonably be expected to impair the rights of the Borrower, the Secured Parties or the Collateral Custodian in the Collateral. Notwithstanding any other provision of this Agreement, the Servicer may release any Financed Vehicle from the security interest created by the related Receivable when the Servicer deposits into the Collection Account an amount equal to the related Release Price or the entire amount of Insurance Proceeds, Recoveries and other Collections it has received or expects to receive with respect to such Receivable and such Financed Vehicle. (i) ERISA. The Servicer will not (A) engage or permit any ERISA Affiliate to engage in any prohibited transaction for which an exemption is not available or has not previously been obtained from the United States Department of Labor and which would result in a Material Adverse Effect, or (B) to the extent it would result in a Material Adverse Effect (i) permit to exist any accumulated funding deficiency, as defined in Section 302(a) of ERISA and Section 412(a) of the Code, or funding deficiency with respect to any Benefit Plan other than a Multiemployer Plan, (ii) fail to make any payments to a Multiemployer Plan that the Servicer or any such ERISA Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto, (iii) terminate any Pension Plan so as to result in any liability or (iv) permit to exist any occurrence of any Reportable Event. (j) Anti-Corruption Laws and Sanctions. The initial Servicer will not request any Loan, and none of the initial Servicer, any Subsidiary or Affiliate or the Servicer shall use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. ARTICLE SEVEN ADMINISTRATION AND SERVICING OF RECEIVABLES Section 7.01. Designation of Servicing. The Administrative Agent and the Borrower, at the direction of and on behalf of the Administrative Agent, hereby appoint DFC, as Servicer to manage, collect and administer each of the Receivables and the other Collateral, and to enforce its respective rights and interests in and under the Collateral and DFC hereby accepts such appointment and agrees to perform the duties and responsibilities of the Servicer pursuant to the terms hereof. Section 7.02. Servicing Compensation. As compensation for its servicing activities hereunder and reimbursement for its expenses, the Servicer shall be entitled to receive the Servicing Fee to the extent of funds available therefor pursuant to Section 2.06(ii). The Servicer DB1/ 139452285.4144571789.3 101 shall further be entitled to retain as additional servicing compensation any and all Ancillary Fees from Obligors. Section 7.03. Duties of the Servicer. (a) Standard of Care. The Servicer agrees that its servicing and collection of the Receivables shall be carried out in accordance with the Credit and Collection Policy and Applicable Law and, to the extent more exacting, the degree of skill and attention that the Servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or others. (b) Records Held in Trust. The Servicer shall hold in trust for the Secured Parties all records which evidence or relate to all or any part of the Collateral. The outgoing Servicer shall promptly deliver to any Successor Servicer, and the Successor Servicer shall hold in trust for the Borrower and the Secured Parties ,all records which evidence or relate to all or any part of the Collateral. (c) Collection Practices. (i) The Servicer shall be responsible for collection of payments called for under the terms and provisions of the Contracts related to the Receivables, as and when the same shall become due. The Servicer, in making collection of Receivable payments pursuant to this Agreement, shall be acting as agent for the Borrower, and shall be deemed to be holding such funds in trust on behalf of and as agent for the Borrower. The Servicer, consistent with the Credit and Collection Policy in effect at the time of acting, shall service, manage, administer and make collections on the Receivables on behalf of the Borrower and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection therewith which are consistent with this Agreement. The Servicer may in its discretion grant extensions, rebates or adjustments on a Contract or amend or modify any Contract (including modifying the APR or the amount of the Scheduled Payments) as permitted by the Credit and Collection Policy then in effect. If any such modification occurs after the Termination Date, such Receivable must be repurchased by the initial Servicer pursuant to Section 5.04(b). The Servicer may in its discretion waive any late payment charge or any other fees, not including interest on the Principal Balance, that may be collected in the ordinary course of servicing a Receivable. The Servicer shall also enforce all rights of the Borrower under the Purchase Agreement (including each Purchase Agreement Supplement) including the right to require DFC to repurchase Receivables for breaches of representations and warranties made by DFC. (ii) Consistent with the Credit and Collection Policy, if any Receivable is past due or delinquent, in whole or in part, the Servicer will make reasonable and customary efforts to contact the Obligor. The Servicer shall continue its efforts to obtain payment from an Obligor who is past due or delinquent on a Receivable until the related Financed Vehicle has been repossessed and sold or the Servicer has determined that all amounts collectable on the Receivable have been

DB1/ 139452285.4144571789.3 102 collected. The Servicer shall use commercially reasonable efforts, consistent with the Credit and Collection Policy and the standard of care set forth in Section 7.03(a), to collect funds on a Defaulted Receivable and by the close of business on the second Business Day following receipt of such Collections to cause such Collections to be deposited into the Collection Account. (iii) In the event a Receivable becomes a Defaulted Receivable, the Servicer, itself or through the use of independent contractors or agents shall, consistent with the Credit and Collection Policy, repossess or otherwise convert the ownership of the Financed Vehicle securing any such Receivable. All costs and expenses incurred by the Servicer in connection with the repossession of the Financed Vehicles securing such Receivables shall be reimbursed to the Servicer (other than overhead), to the extent not previously recouped by the Servicer from Recoveries on the Payment Date immediately succeeding the Collection Period in which the Servicer delivered to the Administrative Agent an itemized statement of such costs and expenses. Notwithstanding the foregoing and consistent with the terms of this Agreement, the Servicer shall not be obligated to repossess or take any action with respect to a Defaulted Receivable if, in its reasonable judgment consistent with the Credit and Collection Policy, the Recoveries would not be increased. (iv) The Servicer shall deposit or cause to be deposited by electronic funds transfer all Collections to the Collection Account no later than two Business Days after the earlier of the deposit of such amounts into the Lockbox Account or the receipt of such amounts by or on behalf of the Servicer or the Borrower. Notwithstanding the foregoing, in no event shall any Successor Servicer be obligated to transfer funds in excess of the available funds in the Lockbox Account. (v) Notwithstanding the provisions of subclause (iv), at any time that (A) DFC is the Servicer, (B) Lithia has long-term unsecured debt ratings of not less than "BB+" by Standard & Poor's and not less than "Ba1" by Moody's, and (C) no Early Amortization Event, Termination Event, or Servicer Termination Event has occurred and is continuing, the Servicer may make a single monthly deposit of Collections to the Collection Account in immediately available funds, provided that such deposit is made not later than 3:00 p.m., New York City time, on the second Business Day preceding the Payment Date following the Collection Period with respect to which such Collections relate. (d) Collection; Recourse; Sales of Financed Vehicles. The Servicer, itself or through the use of independent contractors or agents, is authorized to follow practices consistent with the Credit and Collection Policy in its servicing of automotive receivables, which may include reasonable efforts to realize rights of recourse against any Dealer and selling a Financed Vehicle at public or private sale; provided, that the Servicer, itself or through the use of independent contractor or agents shall, in accordance with the Credit and Collection Policy, attempt to maximize the sales proceeds for each repossessed Financed Vehicle. The foregoing shall be subject to the provision that, in any case in which a Financed Vehicle shall have suffered damage, the Servicer shall not expend funds for the repair or the repossession of such Financed Vehicle unless the Servicer shall determine in its discretion that such repair or repossession DB1/ 139452285.4144571789.3 103 would increase the Recoveries in an amount greater than the cost of repairs. Notwithstanding the foregoing and consistent with the terms of this Agreement, the Servicer shall not be obligated to repossess or take any action with respect to a repossessed Financed Vehicle if, in its reasonable judgment and consistent with the Credit and Collection Policy, the Recoveries would not be increased. (e) Insurance. The Servicer shall: (i) on behalf of the Borrower, administer and enforce all rights and responsibilities of the Borrower, as owner of the Receivables, provided for in the Insurance Policies relating to the Receivables; (ii) administer the filings of claims under the Insurance Policies by filing the appropriate notices related to claims, including initial notices of loss, as well as claims with the respective carriers or their authorized agents all in accordance with the terms of the Insurance Policies; and use reasonable efforts to file such claims on a timely basis after obtaining knowledge of the events giving rise to such claims. (iii) utilize such notices, claim forms and claim procedures as are required by the respective insurance carriers; (iv) upon receipt of notice that an Obligor's physical damage insurance covering a Financed Vehicle related to a Receivable has lapsed or is otherwise not in force, notify such Obligor that each Obligor is required to maintain physical damage insurance covering a Financed Vehicle throughout the term of the related Receivable; (v) not be required to pay any premiums or, other than administering the filing of claims and performing reporting requirements specified in the Insurance Policies in connection with filing such claims, perform any obligations of the named insured under such Insurance Policies; and (vi) not be responsible to the Borrower, the Secured Parties or the Collateral Custodian for any (A) act or omission to act done in order to comply with the requirements or satisfy any provisions of the Insurance Policies or (B) act, absent willful misconduct or negligence, or omission to act done in compliance with this Agreement. In the case of any inconsistency between this Agreement and the terms of any Insurance Policy, the Servicer shall comply with the latter. (f) Obligation to Restore. In the event of any physical loss or damage to a Financed Vehicle related to a Receivable from any cause, whether through accidental means or otherwise, the Servicer shall have no obligation to cause the affected Financed Vehicle to be restored or repaired. However, the Servicer shall comply with the provisions of any insurance policy or policies directly or indirectly related to any physical loss or damage to a Financed Vehicle.

DB1/ 139452285.4144571789.3 104 (g) Security Interests. The Borrower hereby directs the Servicer to take or cause to be taken such steps as are necessary, to maintain perfection of the security interest created by each such Receivable in the related Financed Vehicle. The Servicer shall, at the direction of the Borrower, the Administrative Agent or the Collateral Custodian (if other than DFC), take any action necessary to preserve and protect the security interests of the Borrower, the Secured Parties and the Collateral Custodian in the Receivables, including any action specified in any Opinion of Counsel delivered to the Servicer. For the avoidance of doubt, any action taken by the Successor Servicer pursuant to this clause shall be a reimbursable expense paid in accordance with the provisions of Section 2.06. (h) Realization on Financed Vehicles. The Servicer represents, warrants and covenants that in the event that the Servicer realizes upon any Financed Vehicle, the methods utilized by the Servicer to realize upon such Receivable or otherwise enforce any provisions of such Receivable, will be conducted in accordance with the provisions of this Agreement, the Credit and Collection Policy and Applicable Law. (i) Recordkeeping. The Servicer shall: (i) maintain legible copies (in electronic or hard-copy form, in the discretion of the Servicer) or originals of all documents in its Receivable File with respect to each Receivable and the Financed Vehicle related thereto; and (ii) keep books and records, reasonably satisfactory to the Administrative Agent, pertaining to each Receivable and shall make periodic reports in accordance with this Agreement; such records may not be destroyed or otherwise disposed of except as provided herein and as allowed by Applicable Law, all documents, whether developed or originated by the Servicer or not, reasonably required to document or to properly administer any Receivable shall remain at all times the property of the Borrower and shall be held in trust by the Servicer; the Servicer shall not acquire any property rights with respect to such records, and shall not have the right to possession of them except as subject to the conditions stated in this Agreement; and the Servicer shall bear the entire cost of restoration in the event any Receivable File shall become damaged, lost or destroyed while in the Servicer's possession or control (j) Control of Electronic Contracts. The Servicer, in its capacity as Collateral Custodian, shall at all times maintain "control" (within the meaning of the UCC as then in effect in the relevant State) of the Electronic Contracts. Neither the Collateral Custodian nor the Borrower will communicate, or permit any custodian or vaulting agent thereof to communicate, an authoritative copy of any Electronic Contract to any Person other than the Electronic Vault Provider, the Servicer, the Borrower or the Administrative Agent. Section 7.04. Collection of Payments. DB1/ 139452285.4144571789.3 105 (a) Payments to the Lockboxes or the Lockbox Account. On or before the relevant Funding Date, the initial Servicer shall have instructed all related Obligors to make all payments in respect of the related Receivables directly to the Lockboxes or the Lockbox Account. (b) Establishment of Accounts. On or before the Closing Date, the Servicer shall cause the Collection Account and the Hedge Reserve Account to be established with the Account Bank. Each of the Collection Account and the Hedge Reserve Account shall at all times be subject to the Control Agreement. (c) Adjustments. If the Servicer (i) makes a deposit into the Collection Account in respect of a collection of a Receivable and such collection was received by the Servicer in the form of a check that is not honored for any reason, (ii) makes a mistake with respect to the amount of any collection and deposits an amount that is less than or more than the actual amount of such collection or (iii) is entitled to reimbursement of any Ancillary Fees in accordance with Section 7.02, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check, mistake or reimbursement (as applicable). Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid. Section 7.05. Servicer Advances. For each Collection Period, if the Servicer determines that any Scheduled Payment (or portion thereof) that was due and payable pursuant to a Receivable during such Collection Period was not received prior to the last day of such Collection Period, the Servicer may, but is not obligated to, make an advance in an amount up to the amount of such delinquent Scheduled Payment (or portion thereof); in addition, if on any day there are not sufficient funds on deposit in the Collection Account to pay accrued Interest, the Servicer may, but is not obligated to, make an advance in the amount necessary to pay such Interest (each, a "Servicer Advance"), in each case if the Servicer reasonably believes that the Servicer Advance will be recovered from subsequent payments with respect to such Receivable. The Servicer will deposit any Servicer Advances into the Collection Account on or prior to 2:00 p.m., New York City time, on the related Payment Date, in immediately available funds. The Servicer shall be entitled to reimbursement of Servicer Advances from subsequent payments on or in respect of the Receivable with respect to which a Servicer Advance was made, including collections of any prepayments, amounts deposited in the Collection Account for the repurchase of the Receivable for a breach of a representation or warranty and, if the Servicer determines that a Servicer Advance will not be recovered from the Receivable to which it relates, from collections related to other Receivables. Notwithstanding anything to the contrary set forth herein, no Successor Servicer will be required to make any Servicer Advance. Section 7.06. Payment of Certain Expenses by Servicer. Except for such amounts and expenses for which the Servicer is entitled to reimbursement as provided herein, the Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement, including the fees and disbursements of independent certified public accountants, Taxes imposed on the Servicer, expenses incurred in connection with payments and reports pursuant to this Agreement, fees and expenses of subservicers and agents of the Servicer, and all other fees and expenses not expressly stated under this Agreement for the account of the Borrower. The initial Servicer will be required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the maintenance of the Collection Account. The

DB1/ 139452285.4144571789.3 106 initial Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee. Section 7.07. Reports and Audit. (a) Monthly Reports. On each Reporting Date, the Servicer will provide to the Borrower, the Administrative Agent, the Backup Servicer and, to the extent requested or required by a Hedge Counterparty, such Hedge Counterparty, a Monthly Report. No such Monthly Report is required to have been executed by a Responsible Officer unless such Monthly Report is delivered on a Funding Date. (b) Quarterly Report. By the 15th of each February, May, August and November, commencing in November 2022, the Servicer will provide a Quarterly Report to the Administrative Agent and, to the extent requested or required by a Hedge Counterparty, such Hedge Counterparty. The Administrative Agent or a Hedge Counterparty may request such report more frequently if required by regulators or to comply with Applicable Law (including Basel II and Basel III). (c) Serviced Portfolio Information. Upon the reasonable request of the Administrative Agent, the initial Servicer shall provide, at its own expense, the Administrative Agent with information on the Serviced Portfolio regarding delinquencies, loss-to-liquidations, annualized losses and such other information as the Administrative Agent may request, but solely to the extent that such data is available to the Servicer without undue administrative burden or cost. (d) Audit. Once during each calendar year (commencing in 2023), at such times during normal business hours as are reasonably convenient to the Borrower or the Servicer, as the case may be, at the sole cost and expense of the Servicer (provided, that such costs and expenses are reasonable and customary for similar types of inspections in the industry and do not exceed $75,000 per annum) and upon reasonable request of the Administrative Agent and prior written notice to the Borrower or the Servicer, as the case may be, the Borrower or the Servicer, as the case may be, shall permit such Person or Persons as the Administrative Agent may designate (including the Backup Servicer or an independent accounting firm), with the approval of the Required Lenders, to conduct, on behalf of all of them, audits or to visit and inspect any of the properties of the Borrower or the Servicer where the Receivable Files are located, as the case may be, to examine the Receivable Files, internal controls and procedures maintained by the Borrower or Servicer, as the case may be, and take copies and extracts therefrom, and to discuss the affairs of the Borrower and the Servicer with their respective officers and employees (which employees, except after the occurrence and during the continuation of a Termination Event or Servicer Termination Event, shall be designated by the Borrower or the Servicer, as the case may be) and, upon written notice to the Borrower or the Servicer, as the case may be, independent accountants. The scope of any audit or inspection will be a scope agreed upon between the Servicer and the Administrative Agent. The Administrative Agent may request to take the foregoing actions more than once per calendar year if it has a commercially reasonable basis for requesting such actions, but any additional inspections and audits shall be at the expense of the Administrative Agent. After the occurrence and during the continuation of a Termination Event, Unmatured Termination Event, Unmatured Servicer Termination Event or Servicer Termination Event, the Administrative Agent, the Backup Servicer and their respective representatives shall DB1/ 139452285.4144571789.3 107 be permitted to take the foregoing actions without being subject to any limitation on the number of audits, visits or inspections that may be conducted during a calendar year and such audits, visits or inspections shall be at the sole cost and expense of the Servicer and such costs and expenses shall not be subject to a cap; provided, that the Administrative Agent and its representatives shall make reasonable efforts to coordinate, and provide a prior written notice of, such audits, visits and inspections. The Borrower or the Servicer, as the case may be, hereby authorizes such officers, employees and independent accountants to discuss with the Administrative Agent and its representatives, the affairs of the Borrower or the Servicer, as the case may be. The Servicer shall reimburse the Administrative Agent for all reasonable fees, costs and expenses incurred by or on behalf of the Secured Parties in connection with the foregoing actions promptly upon receipt of a written invoice therefor. Nothing in this subsection shall affect the obligation of the Servicer to observe any Applicable Law prohibiting the disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this subsection. In the case of any Successor Servicer, any fees or expenses of the Servicer referenced in this Section shall be reimbursable in accordance with the provisions of Section 2.06. Section 7.08. Quarterly Statement as to Compliance. The initial Servicer shall deliver to the Administrative Agent, within 30 days after the end of each calendar quarter (beginning with the calendar quarter ending on December 31, 2022), an Officer's Certificate, stating that (a) a review of the activities of the Servicer during the preceding quarterly period (or since the Closing Date in the case of the first such Officer's Certificate) and of its performance under this Agreement has been made under such officer's supervision and (b) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such quarter (or such shorter period in the case of the first such Officer's Certificate), or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Section 7.09. Backup Servicer; Entry into Backup Servicing Agreement. (a) If at any time the Performance Guarantor's long-term unsecured debt is no longer rated at least (i) "BB+" by Standard & Poor's and (ii) "Ba1" by Moody's, then within 60 Business Days the Servicer and the Borrower shall enter into a Backup Servicing Agreement. At all times that a Backup Servicing Agreement is in effect, (i) the Servicer shall perform all of its duties thereunder and (ii) the Borrower shall both perform all of its duties thereunder and shall cause the Servicer to consult with the Backup Servicer as may be necessary from time to time to perform or carry out the Backup Servicer's obligations thereunder, including the obligation, if requested in writing by the Administrative Agent, to succeed to the duties and obligations of the Servicer pursuant hereto. (b) The Backup Servicer shall be entitled to recover its fees and reimbursable costs as set forth in the Backup Servicing Agreement in accordance with Section 2.06 (but only to the extent that the same have not been paid by the Servicer). Section 7.10. Rights After Assumption of Duties by Backup Servicer or Designation of Successor Servicer; Liability. At any time following the assumption of the duties of the Servicer

DB1/ 139452285.4144571789.3 108 by the Backup Servicer, in its capacity as Successor Servicer, or the designation of a Successor Servicer (other than the Backup Servicer) pursuant to Section 7.14 as a result of the occurrence of a Servicer Termination Event: (a) The Servicer, on behalf of the Borrower, shall, at the Administrative Agent's request, (i) assemble all of the records relating to the Collateral, including all Receivable Files, and shall make the same available to the Administrative Agent, the Backup Servicer or any Successor Servicer at a place selected by the Administrative Agent, and (ii) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Collateral in a manner acceptable to the Administrative Agent, the Backup Servicer or such other Successor Servicer and shall, no later than two Business Days after receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to, or at the direction of, the Administrative Agent. (b) The Borrower hereby authorizes the Administrative Agent to take or cause to be taken any and all steps in the Borrower's name and on behalf of the Borrower necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under the Collateral, including endorsing the Borrower's name on checks and other instruments representing Collections and enforcing the Receivables. (c) The Successor Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Successor Servicer in such capacity herein. Such liability is limited to only those actions taken or omitted to be taken by the Successor Servicer and caused through its gross negligence, bad faith or willful misconduct. No implied covenants or obligations shall be read into this Agreement against the Successor Servicer and, in the absence of bad faith on its part, the Successor Servicer may conclusively rely on the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Successor Servicer and conforming to the requirements of this Agreement. (d) The Successor Servicer shall not be charged with actual or constructive knowledge of any Termination Event or Unmatured Termination Event unless a Responsible Officer of the Successor Servicer obtains actual knowledge of such event or the Successor Servicer receives written notice of such event from the Borrower, the Servicer or the Administrative Agent. (e) The Successor Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate indemnity against such risks or liability is not reasonably assured to it in writing prior to the expenditure of such funds or the incurrence of financial liability. Section 7.11. Limitation on Liability of the Servicer and Others. Except as expressly provided herein, neither the Servicer nor any of its directors or officers or employees or agents shall be under any liability to the Secured Parties or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, that this provision DB1/ 139452285.4144571789.3 109 shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of its willful misconduct, bad faith or negligence in the performance of duties or by reason of its willful misconduct hereunder. Section 7.12. The Servicer Not to Resign. The Servicer shall resign only with the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders) or if the Servicer provides an Opinion of Counsel to the Administrative Agent to the effect that such Servicer is no longer permitted by law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until a Successor Servicer, acceptable to the Administrative Agent has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement. Section 7.13. Servicer Termination Events. The occurrence and continuance of any of the following events shall constitute a "Servicer Termination Event" hereunder: (a) any failure by the Servicer to make any payment, transfer or deposit as required by it as required by any Basic Document, to which it is a party, which failure is not remedied within two Business Days; (b) any failure by the Servicer to deliver the Monthly Report by the Reporting Date, which failure is not remedied within one Business Day; (c) an Insolvency Event shall occur with respect to the Servicer; (d) any failure by the Servicer duly to observe or perform in any other covenant or agreement of the Servicer set forth in this Agreement or the other Basic Documents to which the Servicer is a party, which such failure materially and adversely affects the rights or interests of the Secured Parties and remains unremedied for 30 days after the earlier of knowledge thereof by the Servicer or after the date on which written notice of such failure shall have been given to the Servicer; (e) any representation, warranty or certification made by the Servicer in any Basic Document to which it is a party or in any certificate delivered pursuant to any Basic Document to which it is a party shall prove to have been false or otherwise incorrect in any respect when made, deemed made, or delivered, which such incorrect representation, warranty or certification materially and adversely affects the rights or interests of the Secured Parties and, if able to be cured, shall not have been cured for 30 days after the earlier of the date on which the Servicer first has knowledge thereof or the date on which written notice of such failure shall have been given to the Servicer; (f) DFC shall fail to pay any principal of or premium or interest on any Indebtedness having a principal amount of $5,000,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of DFC, or any other event, shall occur and shall continue after the

DB1/ 139452285.4144571789.3 110 applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; (g) any material provision of any Basic Document to which the Servicer is a party shall in whole or in part, cease to be in full force and effect or cease to be the legally valid, binding and enforceable obligation of the Servicer; (h) (i) one or more final nonappealable judgments shall be entered against the Servicer by one or more courts of competent jurisdiction assessing monetary damages, individually or in the aggregate over any calendar year, in excess of $1,000,000; (ii) one or more monetary settlements shall be entered into by the Servicer with any Person, individually or in the aggregate over any calendar year, in excess of $1,000,000; (iii) the IRS shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the Servicer and such Lien shall not have been released within 30 days; or (iv) the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Servicer and such Lien shall not have been released within 30 days; (i) any Change in Control shall occur with respect to DFC; (j) a Termination Event shall have occurred and is continuing and shall not have been waived; (k) the Performance Guaranty shall cease to be in full force and effect (other than in accordance with its terms) or the Performance Guarantor shall assert that it is not bound by, or otherwise seek to terminate or disaffirm its obligations under, the Performance Guaranty, or shall otherwise claim that the Performance Guaranty is in any way invalid or unenforceable; (l) as of any Reporting Date, the arithmetic mean of the Serviced Portfolio Delinquency Ratio for the three previous Collection Periods is greater than 6.00%; (m) as of any Reporting Date, the arithmetic mean of the Serviced Portfolio Net Loss Ratio (Prime) for the three previous Collection Periods is greater than 6.00%; (n) as of any Reporting Date, the arithmetic mean of the Serviced Portfolio Net Loss Ratio (Non-Prime) for the three previous Collection Periods is greater than 8.50%; or (o) as of any Reporting Date, the arithmetic mean of the Serviced Portfolio Deferral Ratio for the three previous Collection Periods is greater than 2.00%. DB1/ 139452285.4144571789.3 111 Notwithstanding the foregoing, if any delay or failure of performance referred to above shall have been caused by a Force Majeure Event, the applicable grace period referred to above shall be extended for 10 Business Days (and if no grace period is stated above, the applicable grace period shall be 10 Business Days). Upon the occurrence of any of the foregoing, notwithstanding anything herein to the contrary, the Termination Date shall occur and, so long as any such Servicer Termination Event shall not have been remedied within any applicable cure period or waived in writing by the Required Lenders, the following shall immediately occur without further action: (i) the Revolving Period shall terminate and no further Loans will be made; (ii) the Administrative Agent (acting at the direction of or with the consent of the Required Lenders) by written notice to the Servicer (with a copy to each Agent, Lender, Hedge Counterparty, the Backup Servicer and Collateral Custodian) (each, a "Servicer Termination Notice"), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement; (iii) the Administrative Agent may direct the Servicer to direct Collections to an account other than the Lockbox Account or the Collection Account; and (iv) the Administrative Agent may cause the Collateral Custodian to deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Collateral Custodian to the Administrative Agent, or its agent or designee, at such place as the Administrative Agent may reasonably designate. Section 7.14. Appointment of Successor Servicer. (a) On and after the receipt by the Servicer of a Servicer Termination Notice, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent, until a date mutually agreed upon by the Servicer, the Administrative Agent and the Backup Servicer. The Administrative Agent may, in its discretion, at the time described in the immediately preceding sentence, appoint the Backup Servicer as the Successor Servicer hereunder in accordance with this Agreement and the Backup Servicing Agreement., in which case the Backup Servicer shall assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to and be vested in the Backup Servicer as Successor Servicer. All actions taken by the Administrative Agent pursuant to this Section shall be taken upon the request or approval of the Required Lenders. (b) In the event that there is no Backup Servicer at the time that the Servicer is terminated hereunder, or the Administrative Agent does not so appoint the Backup Servicer to succeed the Servicer as Successor Servicer hereunder, or the Backup Servicer is unable to assume such obligations on such date, the Administrative Agent shall as promptly as possible appoint a successor servicer (each such party so appointed or, as applicable, the Backup Servicer as successor to the Servicer, collectively, the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent. (c) Upon the termination and removal of the Servicer, the predecessor Servicer shall cooperate with the Successor Servicer in effecting the termination of the rights and

DB1/ 139452285.4144571789.3 112 responsibilities of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received, with respect to a Receivable, and the related accounts and records maintained by the Servicer. In the case that the Successor Servicer shall not agree to perform any duties or obligations of the Servicer hereunder, such duties or obligations may be performed or delegated by the Administrative Agent. (d) The Administrative Agent shall have the same rights of removal and termination for cause with respect to the Successor Servicer as with respect to DFC as the Servicer. (e) The Successor Servicer shall act as Servicer hereunder and shall, subject to the availability of sufficient funds in the Collection Account pursuant to Section 2.06 (up to the Servicing Fee), receive as compensation therefor the Servicing Fee pursuant to Section 2.06. (f) All reasonable out-of-pocket costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transferring of Receivables to the Successor Servicer, converting the Servicer's data to the computer system of the Successor Servicer, and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable transition expenses (the "Transition Expenses"). In no event shall the Successor Servicer be responsible for any Transition Expenses. If the predecessor Servicer fails to pay the Transition Expenses, the Transition Expenses shall be payable pursuant to Section 2.06. (g) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer; provided, that any Successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor becomes the Successor Servicer or any claim of a third party based on any alleged action or inaction of the predecessor Servicer; (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer; (iii) no obligation to pay any Taxes required to be paid by the Servicer; (iv) no obligation to pay any of the fees and expenses of any other party to this Agreement; (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including DFC; and (vi) no obligation to service the Receivables in accordance with the Credit and Collection Policy, but shall use its customary credit and collection policies for similar assets or those policies to be agreed to with the Administrative Agent. The indemnification obligations of the Successor Servicer are expressly limited to those instances of gross negligence, bad faith or willful misconduct of the Successor Servicer. Furthermore, to the extent that the Backup Servicing Agreement provides that any representations, warranties, covenants, or other agreements made hereunder by the Servicer, or obligations undertaken hereunder by the Servicer, shall not be made or performed, or shall be made or performed in an alternative manner, by the Backup Servicer in the event that the Backup Servicer becomes the Successor Servicer hereunder, the Borrower, the Administrative Agent, the Agents, the Collateral Custodian and the Lenders agree that the representations, warranties, covenants, other agreement and other obligations of the Servicer hereunder shall not DB1/ 139452285.4144571789.3 113 be applicable with respect to, or shall be modified with respect to, the Backup Servicer in its capacity as Successor Servicer and in the manner set forth in the Backup Servicing Agreement. (h) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. Section 7.15. Merger or Consolidation, Assumption of Obligations or Resignation of the Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer may be a party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole or (d) which may succeed to the duties and obligations of the Servicer under this Agreement following the resignation of the Servicer, which Person executes an agreement of assumption acceptable to the Administrative Agent to perform every obligation of the Servicer hereunder, shall, with the prior written Consent of the Administrative Agent (which Consent shall not be unreasonably withheld), be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, that: (i) prior written notice of such consolidation, merger, succession or resignation shall be delivered by the Servicer to the Administrative Agent and the Collateral Custodian (if other than DFC); (ii) immediately after giving effect to such consolidation, merger, succession or resignation, no Servicer Termination Event and no Unmatured Servicer Termination Event shall have occurred and is continuing; (iii) no Termination Event or Unmatured Termination Event would occur as result of such consolidation, merger, succession or resignation; (iv) the Servicer shall have delivered to the Borrower, the Administrative Agent, and the Collateral Custodian (if other than DFC) an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, succession or resignation and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement and the other Basic Documents to which it is a party relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such agreement of assumption is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; and (v) the Servicer shall have delivered to the Borrower, the Administrative Agent, and the Collateral Custodian an Opinion of Counsel to the effect that either: (A) in the opinion of such counsel, all financing statements,

DB1/ 139452285.4144571789.3 114 continuation statements and amendments and notations on Certificates of Title thereto have been executed and filed that are necessary to preserve and protect the interest of the Borrower, the Secured Parties, the Administrative Agent and the Collateral Custodian in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Section 7.16. Responsibilities of the Borrower. Anything herein to the contrary notwithstanding, the Borrower shall (i) perform, or cause the Servicer to perform, all of its obligations under the Receivables to the same extent as if a security interest in such Receivables had not been granted hereunder, and the exercise by the Administrative Agent of its rights hereunder shall not relieve the Borrower from such obligations and (ii) pay when due, from funds available to the Borrower under Section 2.06(xi), any Taxes, including any sales taxes payable in connection with the Receivables and their creation and satisfaction. No Secured Party shall have any obligation or liability with respect to any Receivable, nor shall any of them be obligated to perform any of the obligations of the Borrower thereunder. Section 7.17. Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Administrative Agent, on behalf of the Secured Parties, hereby revocably appoints the Collateral Custodian as its agent, and the Collateral Custodian hereby accepts such appointment, to act as custodian, on behalf of the Secured Parties, of the Receivables and the Receivable Files. Section 7.18. Duties of Collateral Custodian. (a) Safekeeping. With respect to the documents constituting each Receivable File, the Collateral Custodian shall (i) act exclusively as the custodian for, and the agent and bailee (as such term is used in Section 9-313 of the UCC) of, the Secured Parties, (ii) hold all documents constituting such Receivable Files received by it for the exclusive use and benefit of the Secured Parties and (iii) make disposition thereof only in accordance with the terms of this Agreement or with written instructions furnished by the Administrative Agent. The Collateral Custodian shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Servicer and the Borrower to comply with this Agreement. In performing its duties as custodian, the Collateral Custodian shall act with reasonable care, using that degree of skill and attention that it exercises with respect to the files of comparable motor vehicle installment sale contracts and installment loans that the Collateral Custodian holds for itself or others. The Collateral Custodian shall maintain continuous custody of the Receivable Files and such other documents received by it in secure, fire resistant facilities. Each Receivable shall be identified on the books and records of the Collateral Custodian in a manner that (i) indicates that the Receivable is held by the Collateral Custodian on behalf of the Secured Parties, and (ii) is otherwise necessary, as reasonably determined by the Collateral Custodian to comply with the terms of this Agreement. The Collateral Custodian shall report to the Administrative Agent any failure on its part to hold the Receivable Files and to maintain its accounts, records and computer systems as herein provided and take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review of the Receivable Files by the Secured Parties, and none of the Secured Parties DB1/ 139452285.4144571789.3 115 shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder. (b) Maintenance of and Access to Records. The Collateral Custodian shall maintain each Receivable File at one of the locations specified in Schedule D or, if a material portion of the Receivables Files are to be held in any other location, the Collateral Custodian will provide 30 days' prior written notice thereof to the Administrative Agent, each Agent and each Lender. The Collateral Custodian may temporarily move individual Receivable Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures. The Collateral Custodian shall make available to the Secured Parties or their duly authorized representatives, attorneys or auditors a list of locations of the Receivable Files, the Receivable Files and the related accounts, records and computer systems maintained by the Servicer at such times during normal business hours as any Secured Party shall reasonably request. (c) Title to Receivables. The Receivable Files and the other documents delivered to the Collateral Custodian will be delivered from time to time to the Collateral Custodian for the sole purpose of holding for safekeeping. The Collateral Custodian shall not at any time have, or in any way attempt to assert, any interest in any Receivable held by it as custodian hereunder or in the related Receivable File, other than for collecting or enforcing such Receivable for the benefit of the Administrative Agent on behalf of the Secured Parties. (d) Instructions; Authority to Act. The Collateral Custodian shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by a Responsible Officer of the Administrative Agent (acting at the direction of the Required Lenders). (e) Indemnification by Collateral Custodian. The Collateral Custodian, in its capacity as custodian of the Receivable Files, shall indemnify and hold harmless the Secured Parties and each of their respective officers, directors, employees and agents from and against any and all loss, liability or expense that may be imposed on, incurred or asserted against the Secured Parties and each of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody of the Receivable Files by the Collateral Custodian; provided, that the Collateral Custodian shall not be liable for any portion of any such loss, liability or expense resulting from the willful misfeasance, bad faith or gross negligence of any Secured Party. (f) Effective Period and Termination. The Collateral Custodian's appointment as custodian shall become effective as of the Closing Date and shall continue in full force and effect until terminated pursuant to this Section. If the initial Servicer is terminated following a Servicer Termination Event, the appointment of the Collateral Custodian as custodian hereunder may be terminated by the Administrative Agent. As soon as practicable after any such resignation or termination of such appointment, the Administrative Agent shall appoint a successor Collateral Custodian to be custodian of the Receivable Files and the accounts and records relating thereto and the Collateral Custodian shall, at its sole cost and expense, (i) deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Collateral Custodian to such successor Collateral Custodian, or its agent or designee, as the case may be, at

DB1/ 139452285.4144571789.3 116 such place as such successor Collateral Custodian may reasonably designate and (ii) otherwise cooperate with the successor Collateral Custodian in affecting the termination of the rights and responsibilities of the predecessor Collateral Custodian under this Agreement. From and after the appointment of a successor Collateral Custodian, the predecessor Collateral Custodian shall continue to perform all custodial functions under this Agreement until the date specified by the Administrative Agent in writing or, if no such date is specified, until a date mutually agreed upon by the predecessor Collateral Custodian and the Administrative Agent. The Administrative Agent may, in its discretion, at the time described in immediately preceding sentence, appoint the Backup Servicer as the successor Collateral Custodian hereunder, and the Backup Servicer shall on such date assume all obligations of the Collateral Custodian hereunder, and all authority and power of the predecessor Collateral Custodian under this Agreement shall pass to and be vested in the Backup Servicer. The Administrative Agent shall have the same rights of removal and termination for cause with respect to the Backup Servicer or any other successor Collateral Custodian as with respect to DFC as the Collateral Custodian. (g) Inspection. The Collateral Custodian shall permit the Administrative Agent, the Servicer, the Backup Servicer and each Lender or their designee, upon reasonable prior notice and during the Servicer's regular business hours and at the reasonable expense of the Borrower, to periodically, at the discretion of the Administrative Agent (acting at the direction of the Required Lenders), the Servicer, the Backup Servicer and each Lender, conduct an audit of the Receivables and Receivable Files. Notwithstanding the foregoing, for so long as DFC is the Collateral Custodian, the right to conduct inspections of the Collateral Custodian shall be governed by the provisions of Section 7.07(d). (h) Delegation of Duties. (i) The Collateral Custodian may perform any of its duties through one or more custodial agents without the consent of any Person, except as set forth in clause (iii) below. No such delegation will relieve the Collateral Custodian of its responsibilities with respect to such duties and the Collateral Custodian will remain primarily responsible with respect to such duties, and the Collateral Custodian acknowledges that it remains primarily responsible for the safeguarding of all such Receivable Files and shall be liable for any acts or omissions of such custodial agents while acting on its behalf. The Collateral Custodian will be responsible for the fees of any such custodial agents. (ii) (A) With respect to the Electronic Contracts, the Collateral Custodian has engaged or may engage one or more an Electronic Vault Providers to hold such Electronic Contracts and (B) with respect to Tangible Contracts, the Collateral Custodian has engaged each of Record Xpress of California and Iron Mountain Information Management, LLC to act as a custodial agent to hold such signed documentation and other contents of the related Receivable File on its behalf. (iii) Upon termination of, or resignation by, any custodial agent or the appointment of any new custodial agent, the Collateral Custodian shall provide DB1/ 139452285.4144571789.3 117 written notice of such termination, resignation or appointment to the Administrative Agent. ARTICLE EIGHT TERMINATION EVENTS Section 8.01. Termination Events. (a) Each of the following events shall constitute a "Termination Event": (i) failure by the Borrower to (A) make any payment, transfer or deposit required by the terms of any Basic Document on the day such payment, transfer or deposit is required to be made (including any payment of Interest, Program Fees or Unused Commitment Fees on any Payment Date but excluding payments of any Loans Outstanding) and such failure continues unremedied for three Business Days, (ii) failure by the Borrower to deliver the Monthly Report on the Reporting Date, and such failure continues unremedied for two Business Days; (iii) failure of the Borrower to pay in full the Loans Outstanding by the Payment Date occurring in the 90th month following the expiration of the latest Commitment Termination Date or to pay any Monthly Principal Payment Amount when the same becomes due and payable pursuant to the terms of the Basic Documents and such failure continues unremedied for one Business Day; (iv) any failure by the Borrower, the Seller or the Performance Guarantor duly to observe or perform any other covenant or agreement of the Borrower, the Seller or the Performance Guarantor, respectively, set forth in this Agreement or the other Basic Documents to which the Borrower, the Seller or the Performance Guarantor, respectively, is a party, which failure materially and adversely affects the rights or interests of the Secured Parties and such failure remains unremedied for 30 days after the earlier of knowledge thereof by the Borrower, the Seller or the Performance Guarantor, as applicable, or after the date on which written notice of such failure shall have been given by the other parties or by the Administrative Agent to the Borrower, the Seller or the Performance Guarantor, as applicable; (v) any representation or warranty made by the Borrower, the Seller or the Performance Guarantor in any Basic Document to which it is a party or in any Funding Request, Monthly Report, Quarterly Report or other report, certificate or notice delivered pursuant to any Basic Document to which it is a party, shall prove to have been false or otherwise incorrect in any respect when made, deemed made or delivered, which such false or incorrect representation, warranty or information materially and adversely affects the rights or interests of the Secured Parties and, if able to be cured, shall not have been cured for 30 days after the earlier of the date on

DB1/ 139452285.4144571789.3 118 which the Borrower, the Seller, or the Performance Guarantor, as applicable, first has knowledge thereof or the date on which written notice of such failure shall have been given to the Borrower, the Seller, or the Performance Guarantor, as applicable; provided, that no Termination Event shall have occurred under this clause for breaches of representations or warranties that are cured by the repurchase of the related Receivable pursuant to Section 5.04 hereof; (vi) an Insolvency Event shall occur with respect to the Borrower, the Seller or the Performance Guarantor; (vii) the Administrative Agent shall fail for any reason to have a valid, first priority perfected security interest in all, or any material portion of, the Collateral, which failure shall not have been cured for ten days after the earlier of the date on which the Borrower or DFC first has knowledge thereof or the date on which written notice of such failure shall have been given to the Borrower or DFC; (viii) (A) one or more final nonappealable judgments shall be entered against the Borrower, the Seller or the Performance Guarantor by one or more courts of competent jurisdiction assessing monetary damages, individually or in the aggregate over any calendar year, in excess of $25,000, $1,000,000 or $1,000,000, respectively; or (B) one or more monetary settlements shall be entered into by the Borrower, the Seller or the Performance Guarantor with any Person, individually or in the aggregate over any calendar year, in excess of $25,000, $1,000,000 or $1,000,000 respectively; (C) the IRS shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the Borrower, the Seller or the Performance Guarantor and such Lien shall not have been released within 30 days; or (D) the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, the Seller or the Performance Guarantor and such Lien shall not have been released within 30 days; (ix) the Borrower, the Seller or the Performance Guarantor shall fail to pay any principal of or premium or interest on any Indebtedness having a principal amount of $0 or greater (with respect to the Borrower) or $10,000,000 or greater (with respect to the Seller or the Performance Guarantor), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Borrower, the Seller, or the Performance Guarantor, as applicable, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease DB1/ 139452285.4144571789.3 119 such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; (x) any Change in Control shall occur; (xi) at any time, the Loans Outstanding exceed the Net Eligible Pool Balance and continues unremedied for one Business Day; (xii) the Performance Guaranty shall cease to be in full force and effect (other than in accordance with its terms) or the Borrower, the Servicer or the Performance Guarantor shall assert that it is not bound by, or otherwise seek to terminate or disaffirm its obligations under, the Performance Guaranty, or shall otherwise claim that the Performance Guaranty is in any way invalid or unenforceable; (xiii) either (A) any Basic Document shall, in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower, the Seller, DFC (in its capacity as Servicer or Collateral Custodian) or the Performance Guarantor or (B) any of the Borrower, the Seller, DFC (in its capacity as Servicer or Collateral Custodian) or the Performance Guarantor shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability of any Basic Document; (xiv) any Servicer Termination Event (other than a Servicer Termination Event of the type specified in subsections (l), (m), (n) or (o) of Section 7.13) occurs; (xv) (A) failure on the part of the Borrower (x) to establish one or more Hedge Transactions in fulfillment of the requirements set forth in Section 6.03 within thirty days of the date on which the Initial Loan is made hereunder or (y) at any time thereafter to both (1) maintain one or more Hedge Transactions having notional amounts which, in the aggregate, equal at least 100% of the Loans Outstanding and (2) cause an amount that is at least equal to the Hedge Reserve Account Required Amount to be on deposit in the Hedge Reserve Account; (B) failure on the part of the Borrower within thirty days of receiving direction from the Administrative Agent pursuant to Section 6.03(c) to enter into one or more Hedge Transactions, increase the notional amount of one or more Hedge Transactions, or decrease the notional amount of one or more Hedge Transactions, in each case as directed by the Administrative Agent and in the manner set forth in such Section 6.03(c); or (C) any other failure on the part of the Borrower to maintain one or more Hedge Transactions in fulfillment of the requirements set forth in Section 6.03; (xvi) the Borrower shall fail to have an Independent Director as required by Section 6.01(o) at any time; (xvii) the representation of the Borrower set forth in Section 5.01(w) fails to be true and correct at any time;

DB1/ 139452285.4144571789.3 120 (xviii) as of any Reporting Date, if no Significant Take-out Date occurred during any of the three previous Collection Periods, the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Prime) for such three previous Collection Periods is greater than 5.50%; (xix) as of any Reporting Date, if no Take-out Date occurred during any of the three previous Collection Periods, the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Non-Prime) for such three previous Collection Periods is greater than 7.50%; and (xx) as of any Reporting Date, if no Take-out Date occurred during any of the three previous Collection Periods, the arithmetic mean of the Conduit Portfolio Delinquency Ratio for such three previous Collection Periods is greater than 5.50%; provided, that any Termination Event may be waived in a writing by the Consenting Lenders to the Borrower, with a copy to the Administrative Agent and the Servicer. Notwithstanding the foregoing, if any delay or failure referred to above shall have been caused by a Force Majeure Event, the applicable grace period referred to above shall be extended for 10 Business Days (and if no grace period is stated above, the applicable grace period shall be 10 Business Days). (b) Upon the occurrence of any Termination Event, the Administrative Agent shall, at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and, upon such declaration, all Loans and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable; provided, that in the event that a Termination Event described in Section 8.01(a)(vi) has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. (c) Upon the automatic occurrence or declaration of the occurrence of the Termination Date in accordance with Section 8.01(b), the following shall immediately occur without further action: (i) the Revolving Period shall terminate and no further Loans will be made, (ii) Interest on all Loans Outstanding will be calculated using the Default Rate, and (iii) no further Program Fees will accrue. Section 8.02. Actions Upon Declaration of the Occurrence of the Termination Date. Upon the automatic occurrence or declaration of the occurrence of the Termination Date following the occurrence of a Termination Event in accordance with Section 8.01(b), the Administrative Agent may, or at the direction of the Required Lenders, shall, exercise in respect of the Collateral the following remedial actions, in addition to any and all other rights and remedies otherwise available to it, including rights available hereunder and all of the rights and DB1/ 139452285.4144571789.3 121 remedies of a secured party upon default under the UCC (such rights and remedies to be cumulative and nonexclusive): (a) The Administrative Agent may, without notice to the Borrower except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Loans Outstanding, any Interest accrued thereon and/or any other amount due and owing to any Secured Party against amounts payable to the Borrower from the Collection Account or any part of such account in accordance with the priorities required by Section 2.06. (b) The Administrative Agent may take any action permitted under the Basic Documents, including, without limitation, delivering any shifting control or similar notice under the Control Agreement. (c) Consistent with the rights and remedies of a secured party under the UCC (and except as otherwise required by the UCC), the Administrative Agent may, on behalf of itself and the Lenders and without notice except as specified below, solicit and accept bids for and sell the Collateral or any part of the Collateral in one or more parcels at public or private sale, at any exchange, broker's board or at the Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten Business Days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Borrower in and to the Collateral so sold, and shall be a perpetual bar, both at law and in equity, against the Borrower or any Person claiming the Collateral sold through the Borrower and its successors or assigns. (d) Upon the completion of any sale under Section 8.02(c), the Borrower will deliver or cause to be delivered all of the Collateral sold to the purchaser or purchasers at such sale on the date of sale, or within a reasonable time thereafter if it shall be impractical to make immediate delivery, but in any event full title and right of possession to such property shall pass to such purchaser or purchasers forthwith upon the completion of such sale. Nevertheless, if so requested by the Administrative Agent or by any purchaser, the Borrower shall confirm any such sale or transfer by executing and delivering to such purchaser all proper instruments of conveyance and transfer and release as may be designated in any such request. (e) At any sale under Section 8.02(c), DFC, the Performance Guarantor, the Administrative Agent or any Secured Party may bid for and purchase the property offered for sale and, upon compliance with the terms of sale, may hold, retain and dispose of such property without further accountability therefor. Any Secured Party purchasing

DB1/ 139452285.4144571789.3 122 property at a sale under Section 8.02(c) may set off the purchase price of such property against amounts owing to such Secured Party in full payment of such purchase price. (f) The Administrative Agent may direct the Servicer to direct Collections to an account other than the Lockbox Account or the Collection Account. (g) The Administrative Agent may exercise at the Borrower's sole expense any and all rights and remedies of the Borrower under or in connection with the Collateral. Section 8.03. Exercise of Remedies. No failure or delay on the part of the Administrative Agent to exercise any right, power or privilege under this Agreement and no course of dealing between the Borrower, on the one hand, and the Administrative Agent, any Agent or the Secured Parties, on the other hand, shall operate as a waiver of such right, power or privilege, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies expressly provided in this Agreement are cumulative and not exclusive of any rights or remedies which the Secured Parties would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of the other party to any other or further action in any circumstances without notice or demand. Section 8.04. Waiver of Certain Laws. The Borrower agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisal, valuation, stay, extension or redemption law now or hereafter in force in any locality where any Collateral may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and the Borrower, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or assets constituting the Collateral marshaled upon any such sale, and agrees that the Administrative Agent or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety or such parcels as the Administrative Agent or such court may determine. Section 8.05. Power of Attorney. The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for in this Article, including: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower thereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto and (iv) to sign any agreements, orders or other documents in connection with or pursuant DB1/ 139452285.4144571789.3 123 to any Basic Document. In furtherance of the foregoing, the Borrower shall deliver to the Administrative Agent an executed power of attorney in the form of Exhibit D on the Closing Date. If so requested by the Administrative Agent, directly or through a purchaser of any of the Collateral, the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Administrative Agent or such purchaser all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. ARTICLE NINE INDEMNIFICATION Section 9.01. Indemnities by the Borrower. Without limiting any other rights which the Administrative Agent, each Agent, each Lender or its assignee, the Backup Servicer (including in its capacity as Successor Servicer), the Account Bank, the Collateral Custodian (if not DFC), the Servicer (if not DFC) or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, each Agent, each Secured Party, the Backup Servicer, including if it is then acting as Successor Servicer, the Account Bank, the Collateral Custodian (if not DFC) and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") from and against any and all reasonable and documented fees, damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees, court costs, and expenses (collectively, the "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party arising out of or as a result of this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith, or willful misconduct on the part of any Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from: (i) any Receivable represented by the Borrower to be an Eligible Receivable which is not at the applicable time an Eligible Receivable; (ii) reliance on any representation or warranty made or deemed made by the Borrower or any of its respective officers under or in connection with this Agreement or any other Basic Document, which shall have been false or incorrect in any material respect when made or deemed made or delivered; (iii) the failure by the Borrower to comply with any term, provision or covenant contained in this Agreement or any other Basic Document, or a failure by the Borrower to comply with any Applicable Law with respect to any Contract or Receivable, the related Financed Vehicle or the non-conformity of any Contract with any such Applicable Law; (iv) the failure to vest and maintain vested in the Administrative Agent a valid and enforceable security interest in any or all of the Collateral or a valid and enforceable first priority perfected security interest in any or all of the Collateral;

DB1/ 139452285.4144571789.3 124 (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the related Obligor) of an Obligor to the payment of any Receivable comprising a portion of the Collateral which is, or is purported to be, an Eligible Receivable (including a defense based on the Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) or any other claim resulting from the sale or financing of the Financed Vehicle related to such Receivable (other than as a result of the bankruptcy or insolvency of the related Obligor); (vii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with any Contract or the related Financed Vehicle; (viii) the failure by the Borrower to pay when due any Taxes for which the Borrower is liable, including sales, excise or personal property taxes payable in connection with the Collateral; (ix) any repayment or disgorgement by any Agent or a Secured Party of any amount previously distributed in reduction of the Loans Outstanding or payment of Interest, any other Obligation or any other amount due hereunder or under any Hedging Agreement, in each case which amount such entity believes in good faith is required to be repaid or disgorged; (x) any litigation, proceeding or investigation relating to arising from the Basic Documents, the transactions contemplated hereby and thereby, the use of proceeds of the Loans or any other investigation, litigation or proceeding relating to the Borrower in which any Indemnified Party becomes involved as a result of any of the transactions contemplated by the Basic Documents; (xi) the use of the proceeds of any Loan; (xii) any failure by the Borrower to give reasonably equivalent value to the Seller in consideration for the transfer by the Seller to the Borrower of any of the Receivables and the related Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including any provision of the Bankruptcy Code; (xiii) the commingling by the Borrower of any Collections with other funds; (xiv) any claim brought by any Person arising from any activity by the Borrower in servicing, administering or collecting any Receivable; DB1/ 139452285.4144571789.3 125 (xv) the failure of the Lockbox Bank to remit any amounts or items of payment held in the Lockbox Account pursuant to the instructions of the Administrative Agent given in accordance with this Agreement or the other Basic Documents, whether by reason or the exercise of setoff rights or otherwise; (xvi) all reasonable and documented fees, costs and expenses (including reasonable legal fees and expenses) incurred by any Lender or the Administrative Agent in connection with any amendments or supplements or waivers or consents (including review and analysis thereof) with respect to the Basic Documents or any other document or instrument delivered pursuant hereto or thereto (whether or not the same is finally agreed to) if the same is requested by the Borrower, or is required or necessary under the Basic Documents; or (xvii) any and all Sanctions against, and all reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the defense thereof by the Administrative Agent or any Lender or Agent as a result of funding all or any portion of the Loans or the acceptance of payments or of Collateral due under the Basic Documents. Notwithstanding the foregoing, in no event shall any Indemnified Party be indemnified against any Indemnified Amounts to the extent such Indemnified Amounts are or result from (A) Excluded Taxes, (B) non-payment by any Obligor of any amount that is due and payable under the related Receivable, or (C) any loss in value of any Financed Vehicle or Permitted Investments for reasons that are not caused by the Borrower. For the avoidance of doubt, the terms of this Section 9.01 shall not apply to any indemnification relating to Taxes, which will be governed by the terms of Section 2.11. Any amounts subject to the indemnification provisions of this Section shall be paid by the Borrower solely pursuant to the provisions of Section 2.06 in the order and priority set forth therein not later than the first Payment Date following written demand therefor. Section 9.02. Indemnities by the Servicer. Without limiting any other rights which the Administrative Agent, each Agent, each Lender or its assignee, the Backup Servicer, the Account Bank, the Collateral Custodian (if not DFC) or any of their respective Affiliates may have hereunder or under Applicable Law, the initial Servicer hereby agrees to indemnify the Indemnified Parties from and against any and all Indemnified Amounts awarded against or incurred by, any such Indemnified Party arising out of or as a result of the failure of the initial Servicer to perform its obligations under this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any Indemnified Party. Without limiting the foregoing, the initial Servicer shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer or any of its respective officers under or in connection with this Agreement or any other Basic Document, which shall have been false or incorrect in any material respect when made or deemed made or delivered;

DB1/ 139452285.4144571789.3 126 (ii) the failure by the Servicer to comply with any term, provision or covenant contained in this Agreement or any other Basic Document to which it is a party or a failure by the Servicer to comply with any term, provision or covenant contained in any agreement executed in connection with this Agreement or any other Basic Document, or with any Applicable Law with respect to any Contract or Receivable, the related Financed Vehicle or the non-conformity of any Contract with any such Applicable Law and any failure by DFC to perform its respective duties under the Contracts and Receivables included as a part of the Collateral; (iii) for so long as DFC is the Servicer, the failure to vest and maintain vested in the Administrative Agent a valid and enforceable security interest in any or all of the Collateral or a valid and enforceable first priority perfected security interest in any or all of the Collateral; (iv) for so long as DFC is the Servicer, the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; (v) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the related Obligor) of an Obligor to the payment of any Receivable comprising a portion of the Collateral which is, or is purported to be, an Eligible Receivable (including a defense based on the Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) or any other claim resulting from the sale or financing of the Financed Vehicle related to such Receivable (other than as a result of the bankruptcy or insolvency of the related Obligor); (vi) any failure by the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement; (vii) the failure by the Servicer to pay when due any Taxes for which the Servicer is liable, including sales, excise or personal property taxes payable in connection with the Collateral; (viii) any litigation, proceeding or investigation relating to arising from the obligation of the Servicer under the Basic Documents to which it is a party, the transactions contemplated hereby and thereby, or any other investigation, litigation or proceeding relating to the Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated by such Basic Documents; (ix) any claim brought by any Person arising from any activity by the Servicer in servicing, administering or collecting any Receivable; DB1/ 139452285.4144571789.3 127 (x) to the extent caused by actions or inactions of the Servicer, the failure of the Lockbox Bank to remit any amounts or items of payment held in the Lockbox Account pursuant to the instructions of the Administrative Agent given in accordance with this Agreement or the other Basic Documents, whether by reason or the exercise of setoff rights or otherwise; and (xi) all reasonable and documented fees, costs and expenses (including reasonable legal fees and expenses) incurred by any Lender or the Administrative Agent in connection with any amendments or supplements or waivers or consents (including review and analysis thereof) with respect to the Basic Documents or any other document or instrument delivered pursuant hereto or thereto (whether or not the same is finally agreed to) if the same is requested by the Servicer. Notwithstanding the foregoing, in no event shall any Indemnified Party be indemnified against any Indemnified Amounts to the extent such Indemnified Amounts are or result from (A) Excluded Taxes, (B) non-payment by any Obligor of any amount that is due and payable under the related Receivable, or (C) any loss in value of any Financed Vehicle or Permitted Investments for reasons that are not caused by the Servicer. Any amounts subject to the indemnification provisions of this Section shall be paid by the Servicer to the related Indemnified Party within 20 Business Days following written demand therefor. Section 9.03. Indemnities by the Backup Servicer in its Capacity as the Successor Servicer. Notwithstanding any indemnification obligations that the Backup Servicer may assume in a Backup Servicing Agreement, in no event shall the Backup Servicer, in its capacity as Successor Servicer, have (a) any liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the Backup Servicer becomes the Successor Servicer or any claim of a third party based on any alleged action or inaction of the predecessor Servicer or (b) any liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including DFC. ARTICLE TEN THE ADMINISTRATIVE AGENT AND THE AGENTS Section 10.01. Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints Mizuho Bank (and Mizuho Bank accepts such designation and appointment) as Administrative Agent hereunder, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to

DB1/ 139452285.4144571789.3 128 take any action which exposes it to personal liability or which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Aggregate Unpaids. (b) Each Lender hereby irrevocably designates and appoints the related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an "Agent") shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent or any Agent. (d) The Administrative Agent shall promptly distribute to each Agent (if such Agent is not otherwise required to receive such notice), who shall promptly distribute to each related Lender all notices, requests for consent and other information received by the Administrative Agent under this Agreement. Section 10.02. Delegation of Duties. Each Agent may execute any of its duties under any of the Basic Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Section 10.03. Exculpatory Provisions. Neither any Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person's own gross negligence or willful misconduct or, in the case of any Agent, the breach of its obligations expressly set forth in this Agreement) or (ii) responsible in any manner to any of the Secured Parties for any recitals, statements, representations or warranties made by the Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or any other Basic Document to which it is a party for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of the Borrower to perform its obligations hereunder, or for the satisfaction of any condition specified in Article Four. No Agent shall be under any obligation to any Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower. No Agent shall be deemed to have knowledge of any Termination Event, Servicer DB1/ 139452285.4144571789.3 129 Termination Event, Step-up Event , Stop-Funding Event, or Early Amortization Event unless it has received written notice thereof from the Borrower, the Servicer or a Secured Party. Section 10.04. Reliance. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, written statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Agent), independent accountants and other experts selected by such Agent. (b) Each Agent shall be fully justified in failing or refusing to take any action under any of the Basic Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by, in the case of (i) the Administrative Agent, the Lenders or (ii) an Agent, the Lenders or by the Lenders in its Lender Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. (c) The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Basic Documents in accordance with a request of the Required Lenders (or their Agents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Lenders. (d) Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Basic Documents in accordance with a request of (i) Owners in its Lender Group having Invested Percentages aggregating greater than 50% of the aggregate Invested Percentages of all Owners in such Lender Group and (ii) Lenders in its Lender Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Lenders in such Lender Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Lenders in such Lender Group. (e) No Agent shall be deemed to have knowledge or notice of the occurrence of any breach of this Agreement or the occurrence of any Servicer Termination Event, Early Amortization Event, Step-up Event, Stop-Funding Event, or Termination Event unless it has received notice from the Borrower, the Servicer, the Backup Servicer or any Lender, referring to this Agreement and describing such event. In the event that the Administrative Agent receives such a notice, it shall promptly give notice thereof to each Agent, and in the event any Agent receives such a notice, it shall promptly give notice thereof to the Lenders in its Lender Group. The Administrative Agent shall take such action with respect to such event as shall be reasonably directed by the Required Lenders, and each Agent shall take such action with respect to such event as shall be reasonably directed by (i) all Owners in its Lender Group and (ii) all Lenders in its Lender Group; provided, that unless and until such Agent shall have received such directions, such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such event as it shall deem advisable in the best interests of the Lenders or of the Lenders in its Lender Group, as applicable.

DB1/ 139452285.4144571789.3 130 Section 10.05. Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of the Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and the Receivables and made its own decision to purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under any of the Basic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and the Receivables. Except for notices, reports and other documents received by an Agent hereunder, no Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian or the Receivables which may come into the possession of such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. Section 10.06. Indemnification. The Lenders (i) agree to indemnify the Administrative Agent in its capacity as such (without limiting the obligation (if any) of the Borrower or the Servicer to reimburse the Administrative Agent for any such amounts), ratably according to their respective Commitments (or, if the Commitments have terminated, Invested Percentages) and (ii) in each Lender Group agree to indemnify the Agent for such Lender Group in its capacity as such (without limiting the obligation (if any) of the Borrower and the Servicer to reimburse such Agent for any such amounts), ratably according to their respective Commitments (or, if the Commitments have terminated, Invested Percentages), in each case from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the obligations under this Agreement, including the Loans Outstanding) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Agent under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting from its own gross negligence or willful misconduct. The provisions of this Section shall survive the payment of the obligations under this Agreement, including the Loans Outstanding, the termination of this Agreement, and any resignation or removal of the applicable Agent. DB1/ 139452285.4144571789.3 131 Section 10.07. Agents in their Individual Capacity. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower and any other party to a Basic Document as though it were not an Agent hereunder. In addition, the Lenders acknowledge that one or more Persons which are Agents may act (i) as administrator, sponsor or agent for one or more Lenders and in such capacity act and may continue to act on behalf of each such Lender in connection with its business, and (ii) as the agent for certain financial institutions under the liquidity and credit enhancement agreements relating to this Agreement to which any one or more Lenders is party and in various other capacities relating to the business of any such Lender under various agreements. Any such Person, in its capacity as Agent, shall not, by virtue of its acting in any such other capacities, be deemed to have duties or responsibilities hereunder or be held to a standard of care in connection with the performance of its duties as an Agent other than as expressly provided in this Agreement. Any Person which is an Agent may act as an Agent without regard to and without additional duties or liabilities arising from its role as such administrator or agent or arising from its acting in any such other capacity. None of the provisions to this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. Section 10.08. Successor Administrative Agent. The Administrative Agent may assign its rights and obligations hereunder with the consent of the Required Lenders and upon ten days' notice to the Lenders and the Borrower. The Administrative Agent may resign as Administrative Agent upon ten days' notice to the Lenders, each Agent and the Borrower with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the Administrative Agent pursuant to this Section. If the Administrative Agent shall resign as Administrative Agent under this Agreement, then the Required Lenders shall appoint a successor administrative agent. Any successor administrative agent shall succeed to the rights, powers and duties of resigning Administrative Agent, and the term "Administrative Agent" shall mean such successor administrative agent effective upon its appointment, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. After the retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Section 10.09. Erroneous Payments. (a) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a "Payment") were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the

DB1/ 139452285.4144571789.3 132 date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, 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 Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 10.09(a) shall be conclusive, absent manifest error. (b) Each Lender hereby further agrees that if it receives a Payment 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 sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a "Payment Notice") or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Borrower hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower. (d) Each party's obligations under this Section 10.09 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Basic Document. ARTICLE ELEVEN ASSIGNMENTS; PARTICIPATIONS Section 11.01. Assignments and Participations. (a) Each Lender may upon at least 30 days' notice to the Administrative Agent and the Agents assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement; provided, that (i) each such assignment shall be of a constant, and not a varying percentage of all of the assigning Lender's rights and obligations under this DB1/ 139452285.4144571789.3 133 Agreement, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment), except if being assigned to an Affiliate of the Lender, shall in no event be less than the lesser of (A) $5,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender's Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Borrower), for its recording in the Lender Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Administrative Agent, (v) the parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including the reasonable fees and disbursements of counsel for the Administrative Agent) incurred by the Administrative Agent in connection with such assignment, (vi) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the confidentiality provisions of Article Twelve and (vii) there shall be no increased costs, expenses or Taxes incurred by the Administrative Agent or any Lender Group upon assignment or participation. Upon such execution, delivery and recording by the Administrative Agent, from and after the effective date specified in each Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assignee confirms that it has received a copy of this Agreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iii) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (iv) such assigning Lender and such assignee confirm that such assignee is an Eligible Assignee; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

DB1/ 139452285.4144571789.3 134 (c) The Administrative Agent shall maintain at its address referred to herein a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names, addresses and Commitment of each Lender and the Principal Amount (and stated interest) of each Loan made by each Lender from time to time (the "Lender Register"). The entries in the Lender Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and the Lenders shall treat each Person whose name is recorded in the Lender Register as a Lender hereunder for all purposes of this Agreement. The Lender Register shall be available for inspection by any Agent or Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Subject to the provisions of Section 11.01(a), upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, accept such Assignment and Acceptance, and the Administrative Agent shall then record the information contained therein in the Lender Register. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and each Loan owned by it); provided, that (i) such Lender's obligations under this Agreement (including its Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) 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 and (iv) the Borrower provides its prior written consent to the sale of such participation (such consent of the Borrower not to be unreasonably withheld). Notwithstanding anything herein to the contrary, each participant shall have the rights of a Lender (including any right to receive payment) under Sections 2.10 and 2.11; provided, that no participant shall be entitled to receive payment under either such Section in excess of the amount that would have been payable under such Section by the Borrower to the Lender granting its participation had such participation not been granted, and no Lender granting a participation shall be entitled to receive payment under either such Section in an amount which exceeds the sum of (i) the amount to which such Lender is entitled under such Section with respect to any portion of any Loan owned by such Lender which is not subject to any participation plus (ii) the aggregate amount to which its participants are entitled under such Sections with respect to the amounts of their respective participations. With respect to any participation described in this Section, the participant's rights as set forth in the agreement between such participant and the applicable Lender to agree to or to restrict such Lender's ability to agree to any modification, waiver or release of any of the terms of this Agreement or to exercise or refrain from exercising any powers or rights which such Lender may have under or in respect of this Agreement shall be limited to the right to consent to any of the matters set forth in Section 11.01. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant's interest in the obligations under this Agreement (the "Participant Register"); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any Commitment or Loan or its other DB1/ 139452285.4144571789.3 135 obligations under the Agreement) to any person except to (A) the Administrative Agent and (B) the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (f) Each Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant or proposed assignee or participant any information, including Confidential Information, relating to the Borrower furnished to such Lender by or on behalf of the Borrower. (g) Nothing herein shall prohibit any Lender from (i) pledging or assigning as Collateral any of its rights under this Agreement to any Federal Reserve Bank or any other Governmental Authority in accordance with Applicable Law or (ii) pledging or granting a security interest in all or any portion of its rights (including payments to it under this Agreement and the other Basic Documents) under this Agreement to a collateral trustee in order to comply with Rule 3a-7 under the Investment Company Act; provided, that in each case, (A) any such pledge or Collateral assignment may be made without compliance with Section 11.01(a) or 11.01(b) and (B) no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto. ARTICLE TWELVE MUTUAL COVENANTS REGARDING CONFIDENTIALITY Section 12.01. Covenants of the Borrower, the Servicer, the Backup Servicer, the Account Bank and the Collateral Custodian. Each of the Borrower, the Servicer, the Backup Servicer, the Account Bank and the Collateral Custodian severally and with respect to itself only, covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement (including any fees payable in connection with this Agreement or the identity of a Lender under this Agreement), except as the Administrative Agent and the Required Lenders may have consented to in writing prior to any proposed disclosure, except it may disclose such information (a) to its officers, directors, employees, agents, counsel, accountants, auditors, subservicers, advisors or representatives, (b) to the extent such information has become available to the public other than as a result of a disclosure by or through the Borrower, the Servicer, the Backup Servicer, the Account Bank or the Collateral Custodian, (c) to Mizuho Bank or its Affiliates or (d) to the extent it should be (i) required by Applicable Law (including filing a copy of this Agreement and the other Basic Documents (other than the Fee Letter and excluding from any such copy the identity of each Lender)) as exhibits to filings required to be made with the Securities and Exchange Commission, or in connection with any legal or regulatory proceeding or (ii) requested by any Governmental Authority to disclose such information; provided, that in the case of clause (d)(i), the Borrower, the Servicer, the Backup Servicer, the Account Bank or the Collateral Custodian, as applicable, will use all reasonable efforts to maintain confidentiality

DB1/ 139452285.4144571789.3 136 and will (unless otherwise prohibited by law) notify the Agent or Lender of its intention to make any such disclosure prior to making such disclosure. Section 12.02. Covenants of the Administrative Agent, the Agents and the Lenders. (a) Each of the Administrative Agent, each Agent and each Lender covenants and agrees that it will not disclose any of the Confidential Information at any time received or obtained by it without the Borrower's prior written consent; provided, that it may disclose any such Confidential Information (i) in connection with participations and assignments pursuant to Section 11.01, (ii) to its officers, directors or employees or to Mizuho Bank or its Affiliates, each of which shall be informed by it of the confidential nature of the Confidential Information and shall have agreed to keep such information confidential, and (iii) to its or its Affiliates’ Advisors (provided that such Advisors are advised of the confidential nature of such information and such Advisors are obligated to keep such information confidential pursuant to the terms of their engagement or applicable professional rules). Each of the Administrative Agent, each Agent and each Lender agrees to be responsible for any breach of this Agreement by its Affiliates and Advisors, and it agrees that its Affiliates and Advisors will be advised by it of the confidential nature of such information and that it shall cause its Affiliates to be bound by this Agreement. Notwithstanding the foregoing, with respect to participations and assignments pursuant to Section 11.01 involving an Eligible Assignee other than an entity satisfying clause (i) of the definition of "Eligible Assignee", Confidential Information may not be provided to prospective participants or assignees before the execution of an Assignment and Acceptance, unless such Confidential Information is covered under a separate confidentiality agreement between the assigning Lender and such prospective participant or assignee pursuant to which such prospective participant or assignee shall agree to the provisions set forth in this Article. (b) Each of the Administrative Agent, each Agent and each Lender acknowledges and agrees that any Confidential Information provided to it, in whatever form, is the sole property of the Borrower or DFC, as applicable. Neither such Person nor its Affiliates or Advisors shall use any of the Confidential Information now or hereafter received or obtained from or through the Borrower, DFC or any of their respective Affiliates for any purpose other than for purposes of engaging in, or as otherwise contemplated by, the transactions contemplated by the Basic Documents. (c) If the Administrative Agent, any Agent, a Lender or any of their respective Affiliates or Advisors are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any Confidential Information, the related entity shall, to the extent permitted by law, promptly notify the Borrower and DFC in writing of such requirement so that the Borrower and/or DFC, at their sole cost and expense, may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. The Administrative Agent, each Agent and each Lender or any of their respective Affiliates or Advisors agree to use its reasonable efforts, upon the written request of the Borrower or DFC, as applicable, to obtain or assist the Borrower or DFC, as applicable, in obtaining any such protective order. Failing the reasonably timely entry of a protective order or the reasonably timely receipt of a waiver hereunder, it may disclose, without DB1/ 139452285.4144571789.3 137 liability hereunder, that portion (and only that portion) of the Confidential Information that in the opinion of such party's counsel, it is legally compelled to disclose. (d) Notwithstanding the foregoing, it is understood that the Administrative Agent, each Agent and each Lender or its Affiliates may be required to disclose (and may so disclose, without liability hereunder, provided that it complies with the following sentence) the Confidential Information or portions thereof (i) at the request of a bank examiner or other regulatory authority or in connection with an examination of it or its Affiliates by a bank examiner or other regulatory authority, including in connection with the regulator compliance policy of Administrative Agent, any Agent or any Lender, (ii) to any nationally recognized statistical rating organization (within the meaning of the Exchange Act) (an "NRSRO") in compliance with Rule 17g-5 under the Exchange Act (or any similar rule or regulation in any relevant jurisdiction), each of which shall be informed by Administrative Agent, such Agent, such Lender or such Affiliate, as applicable, of the confidential nature of the Confidential Information and shall have agreed to keep such information confidential, or (iii) to any collateral trustee appointed by such Lender to comply with Rule 3a-7 under the Investment Company Act; provided, that such collateral trustee is informed of the confidential nature of such information and such collateral trustee agrees in writing to keep such Confidential Information subject to an agreement with substantially similar terms as provided herein. (e) It is understood and agreed that no failure or delay by the Borrower, the Servicer, the Backup Servicer, the Collateral Custodian, the Administrative Agent, the Account Bank, each Agent or any Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Section 12.03. Non-Confidentiality of Tax Treatment and Tax Structure. Notwithstanding anything to the contrary contained herein or in any document related to the transactions contemplated hereby, in connection with Treasury Regulations Section 1.6011-4, Section 301.6111-1T and Section 301.6112-1, the parties hereby agree that, from the commencement of discussions with respect to the transactions described herein, each party hereto (and each of its employees, representatives, Advisors, Affiliates or agents) is permitted to disclose to any and all persons of any kind (other than limitations imposed by State or federal securities laws), the structure and tax aspects of the transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to each such party related to such structure and tax aspects. In this regard, each party hereto acknowledges and agrees that this disclosure of the structure or tax aspects of the transactions is not limited in any way by an express or implied understanding or agreement, oral or written (whether or not such understanding or agreement is legally binding) except as is reasonably necessary to comply with state and federal securities laws. Furthermore, each party hereto acknowledges and agrees that it does not know or have reason to know that its use or disclosure of information relating to the structure or tax aspects of the transactions is limited in any other manner (such as where the transactions are claimed to be proprietary or exclusive) for the benefit of any other Person (other than as it may be limited by State or federal securities laws).

DB1/ 139452285.4144571789.3 138 ARTICLE THIRTEEN MISCELLANEOUS Section 13.01. Amendments and Waivers. This Agreement may be amended, waived or modified by the written agreement of the Borrower and the Required Lenders. The Administrative Agent shall provide a copy of each such proposed amendment, waiver or other modification to the Account Bank, the Backup Servicer and each Hedge Counterparty. No amendment, waiver or other modification which could have a material adverse effect on the rights or obligations of the Account Bank, the Backup Servicer (including, in its capacity as Successor Servicer) or any Hedge Counterparty shall be effective against the Account Bank, the Backup Servicer or such Hedge Counterparty, as applicable, without the prior written agreement of the Account Bank, the Backup Servicer or such Hedge Counterparty, as applicable. Notwithstanding anything in this Section or in any Basic Document to the contrary, following the determination of a Benchmark Replacement, this Agreement may be amended by the Administrative Agent without the consent of any other Person and, except as provided in Section 2.17(d), without satisfying any other amendment provisions of this Agreement or any other Basic Document, to implement a Benchmark Replacement and any Benchmark Replacement Conforming Changes. For the avoidance of doubt, any Benchmark Replacement Conforming Changes in any amendment to this Agreement may be retroactive (including retroactive to, but not before, the Benchmark Replacement Date) and this Agreement may be amended more than once in connection with any Benchmark Replacement Conforming Changes. Section 13.02. Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including communication by e-mail or facsimile copy) and e-mailed, mailed, transmitted or delivered, as to each party hereto, at its address set forth under its name on the signature pages hereof or specified in such party's Assignment and Acceptance or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, upon receipt, or in the case of notice by (a) mail, five days after being deposited in the United States mail, first class postage prepaid, (b) facsimile copy, when receipt is confirmed by telephone, except that notices and communications pursuant to Article Two shall not be effective until received with respect to any notice sent by mail or (c) notice by an e-mail, when receipt is confirmed by telephone or by reply e-mail from the recipient. Section 13.03. No Waiver, Rights and Remedies. No failure on the part of any Agent or any Secured Party or any assignee of any Secured Party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law. Section 13.04. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Backup Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, each Agent, the Secured Parties and their respective successors DB1/ 139452285.4144571789.3 139 and permitted assigns and, in addition, each Hedge Counterparty shall be an express third-party beneficiary of this Agreement. Section 13.05. Term of this Agreement. This Agreement shall remain in full force and effect until the Facility Termination Date; provided, that (a) the rights and remedies with respect to any breach of any representation and warranty made or deemed made by the Borrower pursuant to Article Five and the indemnification and payment provisions of Article Ten and Section 2.11, (b) the confidentiality provisions of Article Twelve, (c) the provisions of Section 13.10 and (d) any other provision of this Agreement expressly stated to survive, shall be continuing and shall survive any termination of this Agreement. Section 13.06. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO VENUE. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN § 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. Section 13.07. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. Section 13.08. Costs and Expenses. In addition to the rights of indemnification granted to the Administrative Agent, each Agent, the Secured Parties, the Account Bank, the Collateral Custodian and the Backup Servicer and its or their Affiliates and officers, directors, employees and agents thereof under Article Nine, the Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses (other than Taxes) of the Administrative Agent, each Agent, the Secured Parties, the Account Bank and the Backup Servicer incurred in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, each Agent, the other Secured Parties, the Account Bank and the Backup Servicer (including, if it is then acting as the Successor Servicer) with respect thereto and with respect to advising such entities as to their respective rights and remedies under

DB1/ 139452285.4144571789.3 140 this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. Section 13.09. No Insolvency Proceedings. (a) Notwithstanding any prior termination of this Agreement, no Lender shall, prior to the date which is one year and one day after the final payment of the Aggregate Unpaids, petition, cooperate with or encourage any other Person in petitioning or otherwise invoke the process of any Governmental Authority for the purpose of commencing or sustaining an Insolvency Proceeding against the Borrower under any United States federal or State Insolvency Laws or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Borrower or any substantial part of its property or ordering the winding up or liquidation of the affairs of the Borrower. (b) Notwithstanding any prior termination of this Agreement, each party to this Agreement hereby agrees that it shall not institute against, or join any other person in instituting against, any Lender any Insolvency Proceeding, for one year and one day after the latest maturing Commercial Paper Note or other debt security issued by such Lender is paid. Section 13.10. Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of each Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section shall survive the termination of this Agreement. DB1/ 139452285.4144571789.3 141 Section 13.11. Patriot Act Compliance. The Administrative Agent hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it, and each other Lender and the Account Bank, may be required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower, organizational documentation, director and shareholder information, and other information that will allow the Administrative Agent, each Lender and the Account Bank to identify the Borrower in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for the Administrative Agent, each Lender and the Account Bank. Section 13.12. Execution in Counterparts; Electronic Signatures; Severability; Integration. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by electronic mail in a “.pdf” file shall be effective as delivery of a manually executed counterpart of this Agreement. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings other than any fee letter contemplated hereby. Section 13.13. Limitation on Consequential, Indirect and Certain Other Damages. (a) No claim may be made by the Borrower, the Servicer, the Performance Guarantor or any of their Affiliates against the Administrative Agent, any Lender Group Agent, any Lender or any of their Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages arising out of or related to the transactions contemplated by this Agreement or the other Basic Documents, or any act, omission or event occurring in connection therewith and each of the Borrower and the Servicer, to the fullest extent permitted by Applicable Law, hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (b) No claim may be made by the Administrative Agent, any Lender Group Agent, any Lender or any of their Affiliates against the Borrower, the Servicer, the Performance Guarantor or any of their Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages arising out of or related to the transactions contemplated by this Agreement or the other Basic Documents, or any act, omission or event occurring in connection therewith and each of the Administrative Agent, each Lender Group Agent and each Lender, to the fullest extent permitted by Applicable Law, hereby waives,

DB1/ 139452285.4144571789.3 142 releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. [Remainder intentionally left blank] DB1/ 139452285.4144571789.3 [Loan Agreement] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. THE BORROWER: DFC BUSINESS SERVICES, LLC By: Name: Title: Address for Notices: DFC Business Services, LLC 150 N. Bartlett Street Medford, Oregon 97501-5920 Attention: Charles Lietz E-mail: charleslietz@lithia.com with a copy to: Lithia Motors, Inc. Legal Department 150 N. Bartlett Street Medford, Oregon 97501-5920 Attention: Edward Impert E-mail: eimpert@lithia.com

DB1/ 139452285.4144571789.3 [Loan Agreement] THE SERVICER AND COLLATERAL CUSTODIAN: DRIVEWAY FINANCE CORPORATION By: Name: Charles Lietz Title: President Address for Notices: Driveway Finance Corporation 150 N. Bartlett Street Medford, Oregon 97501-5920 Attention: Charles Lietz E-mail: charleslietz@lithia.com with a copy to: Lithia Motors, Inc. Legal Department 150 N. Bartlett Street Medford, Oregon 97501-5920 Attention: Edward Impert E-mail: eimpert@lithia.com DB1/ 139452285.4144571789.3 [Loan Agreement] MIZUHO BANK, LTD. By: Name: Title: Address for Notices: Mizuho Bank, Ltd. 1271 Avenue of the Americas New York, NY 10020 Attention: Securitized Products / David Krafchik Email: david.krafchik@mizuhogroup.com, johan.andreasson@mizuhogroup.com, LAU_Agent@mizuhogroup.com THE ADMINISTRATIVE AGENT AND ACCOUNT BANK: MIZUHO BANK, LTD. By: Name: Title: Address for Notices: Mizuho Bank, Ltd. 1271 Avenue of the Americas New York, NY 10020 Attention: Securitized Products / David Krafchik Email: david.krafchik@mizuhogroup.com, johan.andreasson@mizuhogroup.com, LAU_Agent@mizuhogroup.com COMMITTED LENDER:

DB1/ 139452285.4144571789.3 [Loan Agreement] MIZUHO AGENT: MIZUHO BANK, LTD. By: Name: Title: Address for Notices: Mizuho Bank, Ltd. 1271 Avenue of the Americas New York, NY 10020 Attention: Securitized Products / David Krafchik Email: david.krafchik@mizuhogroup.com, johan.andreasson@mizuhogroup.com, LAU_Agent@mizuhogroup.com DB1/ 139452285.4144571789.3 SA-1 Agent: Committed Lender: Mizuho Bank, Ltd. Mizuho Bank, Ltd. Lender Group: Address for Notices and Investing Office: Mizuho Bank, Ltd. 1271 Avenue of the Americas New York, NY 10020 Attention: Securitized Products / David Krafchik david.krafchik@mizuhogroup.com johan.andreasson@mizuhogroup.com LAU_Agent@mizuhogroup.com Address for Notices: Mizuho Wire Information: Mizuho Bank, Ltd. 1271 Avenue of the Americas New York, NY 10020 Attention: Securitized Products / David Krafchik david.krafchik@mizuhogroup.com johan.andreasson@mizuhogroup.com LAU_Agent@mizuhogroup.com Bank name: Mizuho Bank, Ltd., New York Branch ABA: 026004307 Account Name: ISA Loan Agency Account #: H79-740-005344 Attention: LAU/Lithia Securitization SCHEDULE A LENDER SUPPLEMENT (MIZUHO LENDER GROUP) Commitment: $750,000,000

DB1/ 139452285.4144571789.3 SB-1 SCHEDULE B ELIGIBLE RECEIVABLE CRITERIA An "Eligible Receivable" means a Receivable as to which all of the following conditions are satisfied: 1. which was originated by DFC (i) under an existing Dealer Agreement or (ii) via the Online Platform more than seven (7) days prior to the sale, assignment and transfer of such Receivable by the Seller to the Borrower pursuant to the Purchase Agreement; 2. which at the time of underwriting, the related Obligor provided as its most recent billing address an address located in a State of the United States; 3. for which the related Obligor is not (a) an employee of DFC or Lithia, (b) a fleet customer or (c) the U.S. government or any State or any agency, department or instrumentality of the U.S. government or any State or other government entity; 4. which has an original term to maturity of at least 12 months but not more than 84 months; 5. which has a Principal Balance of at least $500 but not more than (a) if the related Obligor had a FICO Score of more than 740 at the time of underwriting, $150,000 or otherwise (b) $100,000; 6. which constitutes an "account," ""tangible chattel paper," "electronic chattel paper," or a "payment intangible" under and as defined in Article 9 of the UCC as then in effect in the relevant State; 7. which is payable in U.S. Dollars; 8. which arises under a Contract which (a) has been properly executed by the parties thereto, (b) represents the genuine, legal, valid and binding payment obligation in writing of the Obligor, in full force and effect, enforceable by the holder thereof in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally, and (c) contains customary and enforceable provisions so as to render the rights and remedies of the holder thereof against the property subject to such Contract adequate for the realization of the benefits provided thereby; 9. which is not subject to any right of rescission, cancellation, set-off, claim, counterclaim or defense (including the defense of usury) of the Obligor or any proceedings pending or, to the best of the Borrower's knowledge threatened, wherein the Obligor or any Governmental Authority has alleged the related Contract is illegal or unenforceable; 10. which does not require the Obligor to consent to or receive notice of the transfer, sale or assignment of the rights and duties of DFC thereunder; DB1/ 139452285.4144571789.3 SB-2 11. with respect to which the related Contract requires the Obligor to cause the related Financed Vehicle to be covered by an individual physical damage insurance policy featuring comprehensive and collision coverage, in accordance with the Credit and Collection Policy (if applicable); 12. which is secured by a valid, subsisting and enforceable first priority perfected security interest, free and clear of any Lien, in favor of the Borrower in the related Financed Vehicle with respect to which all filings have been made, which security interest has been validly assigned by the Borrower to the Administrative Agent and with respect to which all filings necessary in any jurisdiction to give the Administrative Agent a first priority perfected security interest in such Receivable have been made; 13. none of Lithia, DFC or any of their Affiliates have given or loaned to any Obligor with respect to a Receivable, directly or indirectly, any Scheduled Payment or other amounts due or to become due under such Receivable in order to make the Receivable current; 14. to which the Borrower has good and indefeasible title to and was the sole owner of such Receivable, free of Liens (other than Permitted Liens) of others and to which the Seller had the full right to transfer, sell and encumber such Receivable free and clear of any Liens other than the Liens in favor of the Administrative Agent on behalf of the Secured Parties; 15. which shall have complied with, at the time of its underwriting, and shall remain in compliance with, all Requirements of Law, including all consumer protection and usury laws and which, to the best of the Borrower's knowledge, was originated without fraud or misrepresentation; 16. which was originated in the ordinary course of business of the Seller and in accordance with the Credit and Collection Policy; 17. with respect to which, either (a) if the Contract with respect to such Receivable is "tangible chattel paper" under and as defined in Article 9 of the UCC as then in effect in the relevant Statea Tangible Contract, (i) there is only one original executed copy of the related Contract, (ii) such Contract is either (A) in the possession of the Collateral Custodian or (B) was lost or destroyed prior to the Omnibus Amendment No. 2 Effective Date and is not in the physical possession of any Person other than the Collateral Custodian, (iii) such Contract has not been sold, transferred, assigned, or pledged by DFC to any Person other than the Borrower, and (iv) such Contract has not been stamped or otherwise marked to show any interest of any Person other than the Borrower; or (b) if the Contract with respect to such Receivable is "electronic chattel paper" under and as defined in Article 9 of the UCC as then in effect in the relevant Statean Electronic Contract, (i) there is only one authoritative copy of the relatedsuch Contract within the meaning of Article 9 of the UCC as then in effect in the relevant State, (ii) such authoritative copy is unique, identifiable, and unalterable (other than with the participation of the Collateral Custodian in the case of an addition or amendment of an identified assignee and other

DB1/ 139452285.4144571789.3 SB-3 than a revision that is readily identifiable as an authorized or unauthorized revision), (iii) such authoritative copy has been communicated to and is maintained by or on behalf of the Collateral Custodian solely for the benefit of the Secured Parties, (iv) each copy of the authoritative copy and any copy of a copy are readily identifiable as copies that are not the authoritative copy, (v) the related Receivable was established in a manner such that all copies or revisions that add or change an identified assignee of the authoritative copy of such Contract must be made with the participation of the Collateral Custodian, (vi) the related Receivable was established in a manner such that all revisions of the authoritative copy of the Contract is readily identifiable as an authorized or unauthorized revision, and (vii) such authoritative copy communicated to the Collateral Custodian has no marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any person such Contract has not been sold, transferred, assigned or pledged by DFC to any Person other than the Borrower; 18. with respect to which the related Obligor is (a) not deceased and (b) not the subject of a pending bankruptcy proceeding; 19. which (a) at the time such Receivable was acquired by the Borrower was not more than 30 days past due or a Defaulted Receivable and (b) is not a Defaulted Receivable or a Delinquent Receivable; 20. which at the time of underwriting did not have a Loan-to-Value Ratio of greater than 160%; 21. which at the time of underwriting (other than Receivables that do not have a FICO Score or have a FICO Score of zero) did not have a FICO Score of less than 450; 22. with respect to which the Payment-to-Income Ratio does not exceed 20%; 23. with respect to which the Debt-to-Income Ratio does not exceed 60%; 24. with respect to which (a) the related Contract relates to the retail purchase of a motor vehicle, (b) the portion of a payment allocable to interest and the portion allocable to principal under such Contract are determined in accordance with the Simple Interest Method, (c) such Contract provides for a fixed interest rate and level monthly payments (provided, that the payments in the first and last months of the Receivable may be minimally different from the level payment), and (d) the monthly payments under such Contract fully amortize the amount financed and yield interest at the related APR over its original term; 25. with respect to which the related Contract (a) was underwritten by DFC in accordance with the Credit and Collection Policy in effect at the time of underwriting of such Contract, (b) satisfied in all material respects the requirements of the Credit and Collection Policy in effect at the time of underwriting of such Contract, and (c) satisfied all Applicable Law in effect at the time of origination; 26. which the related Contract has not been amended, modified, waived, extended or altered by the Servicer in any respect except in accordance with the Credit and Collection Policy; DB1/ 139452285.4144571789.3 SB-4 27. with respect to which the information set forth in the Schedule of Receivables is true and correct in all material respects as of the opening of business on the related Cutoff Date; 28. with respect to which DFC used no selection procedures that identified such Receivable as being less desirable or valuable than other comparable motor vehicle loans originated or acquired by DFC that otherwise meet the eligibility criteria; and 29. with respect to which no Deferral has been granted, unless all Scheduled Payments or portions thereof that that were deferred pursuant to such Deferral were paid by the related Obligor subsequent to the granting of such Deferral.

DB1/ 139452285.4144571789.3 SC-1 SCHEDULE C SCHEDULE OF RECEIVABLES (Original delivered to the Administrative Agent) DB1/ 139452285.4144571789.3 SD-1 LP 07728 5911 Fresca Dr. NJ La Palma CA 90623 F7 07728 PC 811 Route 33 8700 Mercury Lane State Pico Rivera Freehold CA 90660 NJ 2A 07728 218 W. Yard Rd. F2 Feura Bush NY ZIP 12067 M1 811 Route 33 OPM# 000738 RM PG 26 South Middlesex Ave. Route 9W South Building ID Port Ewen Monroe NY Freehold 12466 NJ 2 08831 4561 Oak Fair Blvd. NJ Tampa FL 33610 M2 07728 5 26 South Middlesex Ave. 4758 Oak Fair Blvd. F1 Tampa Monroe FL 33610 NJ Address BT 08831 700 Burning Tree Rd. F3 Fullerton CA 811 Route 33 OPM# 000738 RM 92833 CR 811 Route 33 OPM# 000738 RM 1 12958 Midway Place 6298 W 44th Ave. SCHEDULE D LOCATION OF RECEIVABLE FILES Driveway Finance Corporation 150 North Bartlett Street Medford, OR 97501 Iron Mountain Information Management, LLC, at the following locations: Spokane Cerritos WA Freehold 99224 CA Freehold 90703 NJ City

DB1/ 139452285.4144571789.3 SE-1 SCHEDULE E SCHEDULE OF DOCUMENTS 1. Loan Agreement, dated as of the Closing Date, by and among DFC Business Services, LLC, as borrower (the "Borrower"), Driveway Finance Corporation ("DFC"), as servicer (in such capacity, the "Servicer") and as collateral custodian for the Secured Parties (as defined therein), the Lenders from time to time parties thereto, the Agents for the Lender Groups (as defined therein) from time to time parties thereto (the "Agents"), and Mizuho Bank, Ltd., as administrative agent for the Lenders and the Agents (the "Administrative Agent") and as account bank. 2. Purchase Agreement, dated as of the Closing Date, between DFC and the Borrower. 3. Escrow and Control Agreement, dated as of the Closing Date, among the Borrower, Mizuho Bank, Ltd., as escrow agent and bank, and the Administrative Agent. 4. Fee Letter, dated as of the Closing Date, among DFC, the Borrower and the Administrative Agent. 5. Performance Guaranty of Lithia Motors, Inc., dated the Closing Date. 6. Power of Attorney, dated as of the Closing Date, from the Borrower to the Administrative Agent. 7. Opinion of Morgan, Lewis & Bockius LLP, dated the Closing Date, as to certain true sale matters. 8. Opinion of Morgan, Lewis & Bockius LLP, dated the Closing Date, as to certain non-consolidation sale matters. 9. Opinion of Morgan, Lewis & Bockius LLP, dated the Closing Date, as to certain security interest matters. 10. Opinion of Morgan, Lewis & Bockius LLP, dated the Closing Date, as to certain corporate matters, including an opinion as to the Volcker Rule. 11. Opinion of Morgan, Lewis & Bockius LLP, dated the Closing Date, as to control of electronic chattel paper vaulted with RouteOne LLC. 12. Opinion of Morgan, Lewis & Bockius LLP, dated as of the Closing Date, as to control of electronic chattel paper vaulted with Dealertrack, Inc. 13. Opinion of Stoel Rives LLP, dated the Closing Date, as to certain corporate and security interest matters under Oregon law. 14. Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, dated the Closing Date, as to DB1/ 139452285.4144571789.3 SE-2 certain matters relating to Lithia Motors, Inc.

DB1/ 139452285.4144571789.3 * - No amendments that are made to, waivers that are granted with respect to, or other modifications that are made with respect to the Lithia Loan Agreement that would change the amount of Funded Debt that is permitted under such Section shall be given effect hereunder unless consented to by the Administrative Agent. SF-1 SCHEDULE F FINANCIAL COVENANTS (LITHIA) "Financial Covenants (Lithia)" means each of: (i) as of any date of determination, the ratio for the four consecutive fiscal quarters ending on the last day of the most recently completed fiscal quarter of (a) (1) EBITDAR, minus (2) dividends and other distributions in respect of Equity Interests of the Company or any Subsidiary (except to the extent such dividends or other distributions are paid to the Company or another Subsidiary), minus (3) amounts expended to repurchase Equity Interests from a Person that is not a Loan Party in accordance with clause (z)(ii) of the last sentence of Section 13.4 and equal to the amount in excess of the Equity Interest Repurchase Threshold for such Measurement Period, minus (4) income tax expense to the extent paid in cash, minus (5) an allowance for maintenance capital expenditures in an amount equal to $85,000 for each Dealership location, plus (6) if any Permitted Acquisition has occurred during any Measurement Period, Pro Forma EBITDAR minus rental or lease expense attributable to any new Acquisition Subsidiary or business acquired in connection with such Permitted Acquisition, as applicable, calculated as if the Permitted Acquisition had occurred on the first day of such Measurement Period (it being understood and agreed that Pro Forma EBITDAR minus rental or lease expense may not be included in this calculation to the extent that it results in an annualized increase of more than 10% in Lithia's consolidated EBITDAR minus rental or lease expense prior to such adjustment, unless Lithia provides to the Agent and the Required Lenders the supporting calculations for such adjustment and such other information as they may reasonably request to determine the accuracy of such calculations); to (b) the sum for the applicable Measurement Period of (1) cash interest, plus (2) required principal payments on Indebtedness (excluding principal payments on Indebtedness described in subsection (r) of Section 13.10) plus (3) rental or lease expense, shall not be less than 1.20 to 1.0; and (ii) as of any date of determination, the ratio for Lithia and all Related Subsidiaries of Lithia on a consolidated basis of (a) (1) the then outstanding principal balance of all Funded Debt (minus the sum of (A) unrestricted cash and cash equivalents plus (B) any amounts held in the PR Accounts plus (C) any amounts held in accounts established by Dual Subsidiaries or Silo Subsidiaries as an offset to floorplan notes payable (or interest thereon), minus (2) the sum of the then outstanding principal balance of the New Vehicle Floorplan Loans, New Vehicle Swing Line Loans, Used Vehicle Floorplan Loans, Used Vehicle Swing DB1/ 139452285.4144571789.3 * - No amendments that are made to, waivers that are granted with respect to, or other modifications that are made with respect to the Lithia Loan Agreement that would change the amount of Funded Debt that is permitted under such Section shall be given effect hereunder unless consented to by the Administrative Agent. SF-2 Line Loans, Service Loaner Vehicle Floorplan Loans, Service Loaner Vehicle Swing Line Loans, principal amount of any Other Service Loaner Floorplan Financing, Funded Debt permitted under subsection (o) of Section 13.10 of the Lithia Loan Agreement* (but only to the extent constituting floor plan financing), Funded Debt permitted under subsection (p) of Section 13.10 of the Lithia Loan Agreement* (but only to the extent constituting floor plan financing), Funded Debt permitted under subsection (r) of Section 13.10 of the Lithia Loan Agreement* (but only to the extent not guaranteed by Lithia) and Funded Debt permitted under subsection (s) of Section 13.10 of the Lithia Loan Agreement* and, without duplication, Funded Debt permitted under subsection (f) of Section 13.10 of the Lithia Loan Agreement* (but only to the extent the underlying indebtedness that is guaranteed constitutes floor plan financing), plus (3) six times rental or lease expense for the Measurement Period ending on such date; to (b) (1) Pro Forma EBITDAR for the Measurement Period ending on such date (it being understood and agreed that Pro Forma EBITDAR minus rental or lease expense may not be included in this calculation to the extent that it results in an annualized increase of more than 10% in Lithia’s consolidated EBITDAR minus rental or lease expense prior to such adjustment, unless Lithia provides to the Agent and the Required Lenders the supporting calculations for such adjustment and such other information as they may reasonably request to determine the accuracy of such calculations), minus (2) interest expense with respect to the New Vehicle Floorplan Loans, New Vehicle Swing Line Loans, Used Vehicle Floorplan Loans, Used Vehicle Swing Line Loans, Service Loaner Vehicle Floorplan Loans, Service Loaner Vehicle Swing Line Loans and Funded Debt permitted under subsection (o) of Section 13.10 of the Lithia Loan Agreement* (but only to the extent constituting floor plan financing), Funded Debt permitted under subsection (p) of Section 13.10 of the Lithia Loan Agreement* but only to the extent constituting floor plan financing), Funded Debt permitted under subsection (r) of Section 13.10 of the Lithia Loan Agreement* (but only to the extent not guaranteed by Lithia) and Funded Debt permitted under subsection(s) of Section 13.10 of the Lithia Loan Agreement*, in each case for the Measurement Period ending on such date, shall not be greater than 5.75 to 1.0. For purposes of the foregoing Financial Covenants (Lithia), "Lithia Loan Agreement" means the Fourth Amended and Restated Loan Agreement, dated as of April 29, 2021, by and among Lithia, Lithia's subsidiaries that are from time to time parties thereto, each financial institution that is from time to time party thereto as a lender, and U.S. Bank National Association, as agent for the lenders thereunder, as amended in accordance with its terms on or prior to the Amendment No. 1 Effective Date and "Related Subsidiaries of Lithia" means, as of any date of determination, all entities that are defined as "subsidiaries" of Lithia in accordance with the Lithia Loan Agreement as of such date (without giving effect to any amendments to the related definition of "subsidiary" on or after the Closing Date other than those that have been consented to by the Administrative Agent). Furthermore, all capitalized terms used in the

DB1/ 139452285.4144571789.3 SH-1 Account Name Hedge Reserve Account Account Number H15-740-008576 SCHEDULE H ESCROW ACCOUNTS Collection Account H15-740-008568 DB1/ 139452285.4144571789.3 A-1 EXHIBIT A FORM OF FUNDING REQUEST ____________, 20__ Mizuho Bank, Ltd. as Administrative Agent, Account Bank and as Mizuho Agent 1271 Avenue of the Americas New York, NY 10020 Attention: Securitized Products / David Krafchik Re: DFC Business Services, LLC – Loan Agreement Ladies and Gentlemen: The undersigned is a Responsible Officer of DFC Business Services, LLC (the "Borrower") and is authorized to execute and deliver this Funding Request on behalf of the Borrower pursuant to the Loan Agreement, dated as of November 1, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), among the Borrower, Driveway Finance Corporation, as servicer and collateral custodian, the Lenders from time to time party thereto, the Agents for the Lender Groups from time to time parties thereto, and Mizuho Bank, Ltd., as administrative agent and account bank. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement. The Borrower hereby requests that a Loan be made under the Loan Agreement on __________, ____ in the amount of $__________. In connection with the foregoing, the undersigned hereby certifies, on behalf of the Borrower, as follows: 1. As of the date hereof, the Borrowing Base is __________. After giving effect to the requested Loan, the Loans Outstanding will not exceed the Borrowing Base and no Borrowing Base Deficiency will exist. Attached to this Funding Request is a true, complete and correct calculation of such Borrowing Base and all components thereof. 2. As of the date hereof, the Excess Concentration Amount after giving effect to the requested Loan will be: ______ 3. All of the conditions applicable to the requested Loan as set forth in the Loan Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Loan, including: (a) each of the representations and warranties contained in Article Five of the Loan Agreement are true and correct in all respects on and as of the date hereof, before and after giving effect to the Loan and to

DB1/ 139452285.4144571789.3 A-2 the application of the proceeds therefrom as though made on and as of the date hereof; (b) no event has occurred and is continuing, or would result from such Loan or from the application of the proceeds therefrom, which constitutes a Termination Event or Unmatured Termination Event; (c) the Borrower is in material compliance with each of its agreements set forth in the Loan Agreement; (d) no Servicer Termination Event or Unmatured Servicer Termination Event has occurred; and (e) no adverse selection procedures were used by the Borrower with respect to the Receivables which will become a part of the Collateral on the Funding Date. 4. The requested Loan will not, on the Funding Date, exceed the Available Amount and after giving effect to the requested Loan, the Loans Outstanding will not exceed the Borrowing Base. 5. After giving effect to the requested Loan, either (a) the Borrower will be Fully Hedged or (b) an amount that is at least equal to the Hedge Reserve Account Required Amount will be on deposit in the Hedge Reserve Account, as required by Section 6.03 of the Loan Agreement. 6. Attached hereto is a true, correct and complete Schedule A to the Purchase Agreement, reflecting all Receivables which will become part of the Collateral on the Funding Date, each Receivable reflected thereon being an Eligible Receivable. 7. The Cutoff Date with respect to the Receivables is , 20_ . DFC BUSINESS SERVICES, LLC By: Name: Title: DB1/ 139452285.4144571789.3 B-1 EXHIBIT B FORM OF ASSIGNMENT AND ACCEPTANCE Dated __________, 20_ Reference is made to the Loan Agreement, dated as of November 1, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), among DFC Business Services, LLC, as borrower, Driveway Finance Corporation, as servicer and collateral custodian, the Lenders from time to time party thereto, the Agents for the Lender Groups from time to time parties thereto, and Mizuho Bank, Ltd., as administrative agent (the "Administrative Agent") and account bank. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement. __________________ (the "Assignor") and ___________________ (the "Assignee") agree as follows: The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor's rights and obligations under the Loan Agreement as of the date hereof which represents the percentage interest specified in Section 1 of Schedule 1 hereto of all outstanding rights and obligations of the Assignor under the Loan Agreement, including such interest in the Commitment of the Assignor and the Lender Advances made by the Assignor. After giving effect to such sale and assignment, the Commitment and the amount of Lender Advances made by the Assignee will be as set forth in Section 2 of Schedule 1 hereto. The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any Lien. The Assignor and the Assignee confirm to and agree with each other and the other parties to Loan Agreement that: (i) other than as provided herein, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or any other instrument or document furnished pursuant thereto; (ii) the Assignee confirms that it has received a copy of the Loan Agreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iii) the Assignee will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender party to the Loan Agreement and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (iv) the Assignor and the Assignee confirm that the Assignee is an Eligible Assignee; (v) the Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such agent by the terms hereof, together with such powers as are reasonably incidental thereto; (vi) the Assignee agrees that it will perform in accordance with their terms all

DB1/ 139452285.4144571789.3 B-2 of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender, including the confidentiality provisions of Article Twelve; and (vii) this Assignment and Acceptance meets all other requirements for such an Assignment and Acceptance set forth in Article Eleven of the Loan Agreement. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent for acceptance. The effective date of this Assignment and Acceptance (the "Assignment Date") shall be the date of acceptance thereof by the Administrative Agent, unless a later date is specified in Section 3 of Schedule 1 hereto. The Assignor and the Assignee agree to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent) incurred by the Administrative Agent in connection with this Assignment and Acceptance. Upon such acceptance by the Administrative Agent, the Assignee shall be a party to the Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, provided, that the Assignor shall, to the extent such rights have been assigned by it under this Assignment and Acceptance, relinquish its assigned rights and be released from its assigned obligations under the Loan Agreement (and, in the case of an Assignment and Acceptance coving all or the remaining portion of an assigning Assignor's rights and obligations under the Loan Agreement, Assignor shall cease to be a party thereto). Upon such acceptance by the Administrative Agent, from and after the Assignment Date, the Administrative Agent shall make, or cause to be made, all payments under the Loan Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Loan Agreement for periods prior to the Assignment Date directly between themselves. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. DB1/ 139452285.4144571789.3 B-3 IN WITNESS WHEREOF, the Assignor and the Assignee have executed this Assignment and Acceptance as of the __ day of ________, 20_ . _______________, as Assignor By: Name: Title: _______________, as Assignee By: Name: Title:

DB1/ 139452285.4144571789.3 B-4 $_____________ Percentage Interest: Aggregate Lender Advances Owing to the Assignee: ________% $_____________ Section 1. Section 3. Section 2. Assignment Date: _____________, 20_ Schedule 1 to Assignment and Acceptance Dated _________, 20_ Assignee's Commitment: DB1/ 139452285.4144571789.3 C-1 EXHIBIT C CREDIT AND COLLECTION POLICY [On file with the Administrative Agent]

DB1/ 139452285.4144571789.3 D-1 EXHIBIT D FORM OF POWER OF ATTORNEY This Power of Attorney (this "Power of Attorney") is executed and delivered by DFC Business Services, LLC ("Grantor") to Mizuho Bank, Ltd., as Administrative Agent ("Attorney"), pursuant to (i) the Loan Agreement, dated as of November 1, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), among Grantor, as borrower (in such capacity, the "Borrower"), Driveway Finance Corporation, as servicer and collateral custodian, the Lenders from time to time party thereto, the Agents for the Lender Groups from time to time parties thereto, and Mizuho Bank, Ltd., as administrative agent and account bank, and (ii) the other Basic Documents. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall inquire into or seek confirmation from Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked or canceled by Grantor until all Aggregate Unpaids have been indefeasibly paid in full and Attorney has provided its written consent thereto. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in its place and stead and in its name or in Attorney's own name, from time to time in Attorney's discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of the Loan Agreement, and, without limiting the generality of the foregoing, hereby grants to Attorney the power and right, on its behalf, without notice to or assent by it, upon the occurrence and during the continuance of any Termination Event, to do the following: (a) exercise all rights and privileges of Grantor under the Purchase Agreement (including each Purchase Agreement Supplement); (b) pay or discharge any taxes, Liens or other encumbrances levied or placed on or threatened against Grantor or Grantor's property; (c) defend any suit, action or proceeding brought against Grantor if Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to Grantor whenever payable and to enforce any other right in respect of Grantor's property; (e) sell, transfer, pledge, make any agreement with respect to or otherwise deal with, any of Grantor's property, and execute, in connection with such sale or action, any DB1/ 139452285.4144571789.3 D-2 endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (f) cause the certified public accountants then engaged by Grantor to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney's request, any reports required to be prepared by or on behalf of Grantor under the Loan Agreement or any other Basic Document, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney's option and Grantor's expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon its property or assets and the Liens of the Administrative Agent, as agent for the Secured Parties thereon, all as fully and effectively as it might do. Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney is executed by Grantor as of this __ day of ________ 20__. DFC BUSINESS SERVICES, LLC By: Name: Title: Sworn to and subscribed before me this __ day of ________, 20__ _____________________________________ Notary Public [NOTARY SEAL]

DB1/ 139452285.4144571789.3 E-1 EXHIBIT E FORM OF TAKE-OUT RELEASE Reference is hereby made to the Loan Agreement, dated as of November 1, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), among DFC Business Services, LLC, as borrower (the "Borrower"), Driveway Finance Corporation, as servicer (in such capacity, the "Servicer") and collateral custodian (in such capacity, the "Collateral Custodian"), the lenders from time to time parties thereto, the agents from time to time parties thereto and Mizuho Bank, Ltd., as the administrative agent (the "Administrative Agent") and account bank. Capitalized terms not defined herein shall have the meaning given such terms in the Loan Agreement. The Borrower and the Servicer hereby represent and warrant that each condition in the Loan Agreement and each other Basic Document, to the consummation of the Take-out to which this Take-out Release relates, has been satisfied, including but not limited to delivery of (i) the executed Take-out Date Certificate, in substantially the form attached hereto as Annex 1 and (i) the executed notice, in substantially the form attached hereto as Annex 2. Upon deposit in the Collection Account of $___________ in accordance with Section 2.12(a)(iv) of the Loan Agreement in immediately available funds, the Administrative Agent hereby releases all of its right, title and interest, including its Lien, in and to the following: (a) the Receivables to be transferred by the Borrower in the related Take-out and described in Schedule I hereto (the "Take-out Receivables" and such Schedule, the "Schedule of Take-out Receivables"), together with the related Contracts, whether now existing or hereafter acquired, and any accounts or obligations evidenced thereby, any guarantee thereof, all Collections related thereto, and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Take-out Receivables) to become due or received by any Person in payment of any of the foregoing on or after the related Take-out Date; (b) all of the Borrower's interest in the Financed Vehicles relating to the Take-out Receivables (including repossessed vehicles) or in any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each such Financed Vehicle, whether now existing or hereafter acquired, including all proceeds from any sale or other disposition of such Financed Vehicles; (c) all Receivable Files and the Schedule of Take-out Receivables, relating to the Take-out Receivables, whether now existing or hereafter acquired, and all right, title and interest of the Borrower in and to the documents, agreements and instruments included in such Receivable Files, including rights of recourse of the Borrower against DFC and/or any Dealer with respect to the Take-out Receivables; DB1/ 139452285.4144571789.3 E-2 (d) all of the Borrower's interest in all Records, documents and writings evidencing or related to the Take-out Receivables or the related Contracts; (e) all of the Borrower's interest in all rights to payment under all Insurance Policies with respect to a Financed Vehicle related to a Take-out Receivable, including any monies collected from whatever source in connection with any default of an Obligor with respect to such Financed Vehicle and any proceeds from claims or refunds of premiums on any such Insurance Policy, whether now existing or hereafter acquired, and all proceeds thereof; (f) all of the Borrower's interest in all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Take-out Receivables, whether pursuant to the related Contracts or otherwise; (g) all of the Borrower's interest in all rights to payment under all service contracts and other contracts and agreements associated with the Take-out Receivables and all of the Borrower's interest in all recourse rights against the related dealer (excluding any rights in any dealer reserve and rights under the related Dealer Agreement); (h) Liens, guaranties and other encumbrances in favor of or assigned or transferred to the Borrower in and to the Take-out Receivables, whether now existing or hereafter acquired, and the related Financed Vehicles, whether now existing or hereafter acquired; (i) all, monies, deposits, funds, and instruments relating to the foregoing and related to the Take-out Receivables; (j) all of the Borrower's right, title and interest in and to the Purchase Agreement (including each Purchase Agreement Supplement), relating to the Take-out Receivables and remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against DFC under or in connection with the Purchase Agreement and relating to such Take-out Receivables; and (k) all income and proceeds of the foregoing related to the Take-out Receivables. [The Servicer and the Borrower hereby direct the Collateral Custodian to deliver the Receivable Files for the Take-out Receivables to __________________________________.]

DB1/ 139452285.4144571789.3 E-3 Executed as of __________, 20_ . DFC BUSINESS SERVICES, LLC, as Borrower By: Name: Title: DRIVEWAY FINANCE CORPORATION, as Servicer and Collateral Custodian By: Name: Title: MIZUHO BANK, LTD., as the Administrative Agent By: Name: Title: DB1/ 139452285.4144571789.3 E-4 ANNEX 1 DRIVEWAY FINANCE CORPORATION TAKE-OUT DATE CERTIFICATE PURSUANT TO SECTION 2.12(a) OF THE LOAN AGREEMENT Driveway Finance Corporation ("DFC"), as the servicer (the "Servicer"), delivers this certificate pursuant to Section 2.12(a) of the Loan Agreement, dated as of November 1, 2022(as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), among DFC Business Services, LLC, as the borrower, the Servicer, DFC, as collateral custodian, the lenders from time to time parties hereto, the agents from time to time parties hereto and Mizuho Bank, Ltd., as the administrative agent and account bank, and hereby certifies, as of the date hereof, the following: (a) the Borrower has sufficient funds on the related Take-out Date to effect the Take-out in accordance with the Loan Agreement (taking into account, to the extent necessary, the proceeds of sales of the Collateral in the Take-out, if applicable); (b) after giving effect of the Take-out, the release by the Administrative Agent of the related Receivables on the Take-out Date and the transfer by the Borrower or the related Receivables on the Take-out Date, (A) no Borrowing Base Deficiency exists, (B) neither an Unmatured Termination Event, a Termination Event, a Servicer Termination Event or an event that with notice or the passage of time, or both, would be a Servicer Termination Event, has occurred or results from such Take-out, and (C) the proportion of Delinquent Receivables and Defaulted Receivables that will remain subject to the Loan Agreement shall be no higher after giving effect to such Take-out than prior to such Take-out; (c) the Borrower has delivered to the Administrative Agent a list specifying all Contracts under which the Receivables not to be released pursuant to such Take-out arose; and (d) the Borrower has deposited into the Collection Account an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement.

DB1/ 139452285.4144571789.3 E-5 IN WITNESS WHEREOF, the Servicer has caused this certificate to be executed on its behalf this ___ day of _________, 20_ . DRIVEWAY FINANCE CORPORATION By: Name: Title: DB1/ 139452285.4144571789.3 E-6 ANNEX 2 FORM OF NOTICE Driveway Finance Corporation 150 N. Bartlett Street Medford, Oregon 97501 __________, 20_ Mizuho Bank, Ltd. as Administrative Agent, Account Bank and as Mizuho Agent 1271 Avenue of the Americas New York, NY 10020 Attention: Securitized Products / David Krafchik Re: DFC Business Services, LLC – Loan Agreement Ladies and Gentlemen: Reference is made to the Loan Agreement, dated as of November 1, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), among DFC Business Services, LLC, as borrower (the "Borrower"), Driveway Finance Corporation, as servicer and collateral custodian, the lenders from time to time parties thereto, the agents from time to time parties thereto and Mizuho Bank, Ltd., as administrative agent (the "Administrative Agent") and account bank. Pursuant to Section 2.12(a)(i) of the Loan Agreement, the Borrower gives notice of its intent to effect a Take-out on or about __________, 20_ (which date is no fewer than 10 Business Days after the date of delivery of this notice to the Administrative Agent). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement. Very truly yours, DFC BUSINESS SERVICES, LLC By: Name: Title:

DB1/ 139452285.4144571789.3 E-7 Schedule I to Take-out Release SCHEDULE OF REMOVED RECEIVABLES DB1/ 139452285.4144571789.3 F-1 EXHIBIT F FORM OF MONTHLY REPORT [On File with the Administrative Agent]

DB1/ 139452285.4144571789.3 G-1 EXHIBIT G FORMS OF U.S. TAX COMPLIANCE CERTIFICATES DB1/ 139452285.4144571789.3 G-2 Name: EXHIBIT G-1 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan Agreement, dated as of November 1, 2022 (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), among DFC Business Services, LLC, as Borrower, Driveway Finance Corporation, as Servicer and as Collateral Custodian, the Lenders from time to time parties thereto, the Agents from time to time parties thereto, and Mizuho Bank, Ltd., as Administrative Agent and Account Bank. Pursuant to the provisions of Section 2.14 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. Title: By: Date: ________ __, 20[ ] [NAME OF LENDER]

DB1/ 139452285.4144571789.3 G-3 Name: EXHIBIT G-2 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan Agreement, dated as of November 1, 2022 (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), among DFC Business Services, LLC, as Borrower, Driveway Finance Corporation, as Servicer and as Collateral Custodian, the Lenders from time to time parties thereto, the Agents from time to time parties thereto, and Mizuho Bank, Ltd., as Administrative Agent and Account Bank. Pursuant to the provisions of Section 2.14 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. Title: By: Date: ________ __, 20[ ] [NAME OF PARTICIPANT] DB1/ 139452285.4144571789.3 G-4 Name: EXHIBIT G-3 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan Agreement, dated as of November 1, 2022 (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), among DFC Business Services, LLC, as Borrower, Driveway Finance Corporation, as Servicer and as Collateral Custodian, the Lenders from time to time parties thereto, the Agents from time to time parties thereto, and Mizuho Bank, Ltd., as Administrative Agent and Account Bank. Pursuant to the provisions of Section 2.14 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. Title: By: Date: ________ __, 20[ ] [NAME OF PARTICIPANT]

DB1/ 139452285.4144571789.3 G-5 Name: EXHIBIT G-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan Agreement, dated as of November 1, 2022 (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), among DFC Business Services, LLC, as Borrower, Driveway Finance Corporation, as Servicer and as Collateral Custodian, the Lenders from time to time parties thereto, the Agents from time to time parties thereto, and Mizuho Bank, Ltd., as Administrative Agent and Account Bank. Pursuant to the provisions of Section 2.14 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s), (iii) with respect to the extension of credit pursuant to this Loan Agreement or any other Borrower Basic Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. Title: By: [NAME OF LENDER] DB1/ 139452285.4144571789.3 G-6 Date: ________ __, 20[ ]

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EX-10.2 3 jpm-lithiaamendmentno9to.htm EX-10.2 jpm-lithiaamendmentno9to

DB1/ 144772864.2 EXECUTION COPY AMENDMENT NO. 9 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 9 TO AMENDED AND RESTATED LOAN AGREEMENT, dated as of February 23, 2024 (this “Amendment”), is executed by and among SCFC BUSINESS SERVICES LLC (the “Borrower”), the lenders listed on the signature pages hereto (the “Lenders”), the agents listed on the signature pages hereto (the “Agents”), and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), in its capacity as administrative agent (in such capacity, the “Administrative Agent”), and amends the Amended and Restated Loan Agreement, dated as of December 31, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among the Borrower, Driveway Finance Corporation (“DFC”), as the servicer and the collateral custodian, the lenders from time to time parties thereto, the agents from time to time parties thereto, and JPMorgan, as Administrative Agent and as the account bank. Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed thereto in the Loan Agreement. WITNESSETH: WHEREAS, the Borrower and the Lenders desire to amend the Loan Agreement, in accordance with Section 13.01 thereof, on the terms set forth herein; WHEREAS, the Lenders party hereto, which constitute the Required Lenders, desire to provide the waivers set forth below, in accordance with Section 13.01 of the Loan Agreement; and NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Amendments to the Loan Agreement. Subject to the effectiveness of this Amendment, including, without limitation, the satisfaction of the conditions of effectiveness set forth in Section 3 below, the Loan Agreement is hereby amended by incorporating the blacklined changes shown on the marked copy of the Loan Agreement attached hereto as Exhibit A (it being understood that language which appears “struck out” has been deleted and language which appears as “double-underlined” has been added). SECTION 2. Representations, Warranties and Confirmations. The Borrower hereby confirms that all representations and warranties made by it pursuant to Sections 5.01 and 5.02 of the Loan Agreement were true and correct as of the date as of which they were made and that it is in compliance with all covenants made by it pursuant to the Loan Agreement as of the date hereof. By its acknowledgment of this Amendment, DFC hereby confirms that all representations and warranties made by it pursuant to Section 5.03 of the Loan Agreement were true and correct as of the date as of which they were made and that it is in compliance with all covenants made by it pursuant to the Loan Agreement as of the date hereof. Furthermore, the Borrower and DFC each hereby represents and warrants as to itself that: DB1/ 144772864.2 - 2 - (a) It has the power to execute, deliver and perform this Amendment and the transactions contemplated hereby. (b) The execution and delivery of this Amendment and the performance of this Amendment and the Loan Agreement (as amended hereby) have been duly authorized by it by all necessary company action (including any necessary action by its members). (c) This Amendment has been duly executed and delivered on its behalf. This Amendment and the Loan Agreement (as amended hereby) constitute its legal, valid and binding obligations, enforceable against it in accordance with their respective terms, except as enforcement of such terms may be limited by Insolvency Laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies. (d) It is in compliance in all material respects with all Applicable Laws. SECTION 3. Effectiveness of Amendment. (a) This Amendment shall be effective, as of the date hereof, upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by each of the parties hereto. (b) Except as expressly amended by the terms of this Amendment, all terms and conditions of the Loan Agreement shall remain in full force and effect and are hereby ratified and confirmed. This Amendment is effective only for the specific purpose for which it is given and shall not operate as a consent, waiver, amendment or other modification of any other term or condition set forth in the Loan Agreement. Upon the effectiveness of this Amendment, (i) each reference in the Loan Agreement to “this Agreement” or “this Loan Agreement” or words of like import shall mean and be references to the Loan Agreement as amended hereby and (ii) each reference in any other Basic Document to the Loan Agreement or to any terms defined in the Loan Agreement which are modified hereby shall mean and be references to the Loan Agreement or to such terms as modified hereby. The parties hereto acknowledge and agree that this Amendment shall constitute a Basic Document. This Amendment does not constitute a novation or termination of the Loan Agreement or any other Basic Document and all obligations thereunder are in all respects continuing with only the terms thereof being modified as provided herein. SECTION 4. Amendments, etc. No provision of this Amendment shall be waived, amended or otherwise modified except as provided in Section 13.01 of the Loan Agreement. SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 6. Severability. If one or more of the covenants, agreements, provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Amendment and shall in no way affect the

DB1/ 144772864.2 - 3 - validity or enforceability of the other provisions of this Amendment or the Loan Agreement as amended hereby. SECTION 7. Binding Effect. This Amendment shall be binding upon and shall be enforceable by the parties hereto and their respective successors and permitted assigns. SECTION 8. Captions, etc. The captions and section numbers appearing in this Amendment are inserted only as a matter of convenience and do not define, limit, construe or describe the scope or intent of the provisions of this Amendment. SECTION 9. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic mail in a “.pdf” file shall be effective as delivery of a manually executed counterpart of this Amendment. Each party agrees that this Amendment and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Amendment or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. SECTION 10. Costs and Expenses. The Borrower and DFC agree to pay all reasonable costs, fees and out-of-pocket expenses incurred by the Administrative Agent and the Lenders, as applicable, in connection with the preparation, arrangement, execution and enforcement of this Amendment (including all reasonable attorneys’ fees and expenses of Morgan, Lewis & Bockius, LLP, counsel to the Administrative Agent and the Lenders, which shall be paid in accordance with Section 2.09(e) of the Loan Agreement). [Signature Page Follows]

Signature Page to Amendment No. 9 to Amended and Restated Loan Agreement (SCFC Business Services LLC) CHARIOT FUNDING LLC, as Conduit Lender By: JPMorgan Chase Bank, N.A., as its attorney-in-fact By: ___________________________________ Name: Elizabeth S. Trainor Title: Executive Director JPMORGAN CHASE BANK N.A., as JPMorgan Agent, as a Committed Lender, and as Administrative Agent By: ___________________________________ Name: Elizabeth S. Trainor Title: Executive Director Signature Page to Amendment No. 9 to Amended and Restated Loan Agreement (SCFC Business Services LLC) CITIBANK, N.A., as Citibank Agent and as a Committed Lender By: ___________________________________ Name: Title: CAFCO, LLC, as a Conduit Lender By: Citibank, N.A., as its Attorney-in-Fact By: ___________________________________ Name: Title: CHARTA, LLC, as a Conduit Lender By: Citibank, N.A., as its Attorney-in-Fact By: ___________________________________ Name: Title: Linda Moses Attorney in Fact Linda Moses Attorney in Fact Emily Farrell Attorney in Fact

Signature Page to Amendment No. 9 to Amended and Restated Loan Agreement (SCFC Business Services LLC) CIESCO, LLC, as a Conduit Lender By: Citibank, N.A., as its Attorney-in-Fact By: ___________________________________ Name: Title: CRC FUNDING, LLC, as a Conduit Lender By: Citibank, N.A., as its Attorney-in-Fact By: ___________________________________ Name: Title: Linda Moses Attorney in Fact Linda Moses Attorney in Fact

EXHIBIT A Conformed Amended and Restated Loan Agreement (Attached) AMENDED AND RESTATED LOAN AGREEMENT CONFORMED COPY Amendment No. 1, dated as of June 4, 2021 Amendment No. 2, dated as of September 14, 2021 Amendment No. 3, dated as of November 10, 2021 Amendment No. 4, dated as of February 8, 2022 Amendment No. 5, dated as of June 23, 2022 Amendment No. 6, dated as of July 29, 2022 Amendment No. 7, dated as of September 26, 2022 Amendment No. 8, dated as of November 17, 2022 Omnibus Amendment No. 1, dated as of July 20, 2023 Amendment No. 9 dated as of February 23, 2024 SCFC BUSINESS SERVICES LLC, as the Borrower, DRIVEWAY FINANCE CORPORATION, as the Servicer and as the Collateral Custodian, the LENDERS from time to time parties hereto, the AGENTS from time to time parties hereto, and JPMORGAN CHASE BANK, N.A., as the Administrative Agent and the Account Bank Dated as of December 31, 2020

TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS; CONSTRUCTION Section 1.01. Definitions 1 Section 1.02. Accounting Terms and Determinations 4748 Section 1.03. Computation of Time Periods 4748 Section 1.04. Interpretation 4748 ARTICLE TWO LOANS Section 2.01. Loans 4849 Section 2.02. Funding Mechanics 4950 Section 2.03. Reduction of Commitments 5051 Section 2.04. Extensions of Commitments 5152 Section 2.05. Payments 5253 Section 2.06. Settlement Procedures 5455 Section 2.07. Payments, Computations, Etc. 5657 Section 2.08. Collections and Allocations; Investment of Funds 5658 Section 2.09. Fees 5859 Section 2.10. Increased Cost and Reduced Return 5860 Section 2.11. Taxes 6061 Section 2.12. Take-outs 6466 Section 2.13. The Account Bank. 6667 Section 2.14. Cost of Funds Disclosure and Exculpatory Language 6970 Section 2.15. Replacement of Lender Group 6971 Section 2.16. Defaulting Committed Lenders. 7071 Section 2.17. Alternate Rate of Interest. 7172 ARTICLE THREE SECURITY Section 3.01. Collateral. 7274 Section 3.02. Release of Collateral; No Legal Title 7476 Section 3.03. Protection of Security Interest; Administrative Agent, as Attorney-in-Fact 7576 Section 3.04. Assignment of the Purchase Agreement 7677 Section 3.05. Waiver of Certain Laws 7677 Section 3.06. [Reserved] 7678 i Page ARTICLE FOUR CONDITIONS OF CLOSING AND LOANS Section 4.01. Conditions to Effectiveness of this Agreement 7778 Section 4.02. Conditions Precedent to All Loans 7879 ARTICLE FIVE REPRESENTATIONS AND WARRANTIES Section 5.01. Representations and Warranties of the Borrower 7981 Section 5.02. Representations and Warranties of the Borrower Relating to the Receivables 8485 Section 5.03. Representations and Warranties of the Servicer 8485 Section 5.04. Retransfer of Certain Receivables. 87 ARTICLE SIX COVENANTS Section 6.01. Affirmative Covenants of the Borrower 8889 Section 6.02. Negative Covenants of the Borrower 9596 Section 6.03. Covenant of the Borrower Relating to Hedging 9798 Section 6.04. Affirmative Covenants of the Servicer 99100 Section 6.05. Negative Covenants of the Servicer 102103 ARTICLE SEVEN ADMINISTRATION AND SERVICING OF RECEIVABLES Section 7.01. Designation of Servicing 104105 Section 7.02. Servicing Compensation 104105 Section 7.03. Duties of the Servicer 104105 Section 7.04. Collection of Payments 108109 Section 7.05. Servicer Advances 108109 Section 7.06. Payment of Certain Expenses by Servicer 109110 Section 7.07. Reports and Audit. 109110 Section 7.08. Quarterly Statement as to Compliance 110111 Section 7.09. Backup Servicer; Entry into Backup Servicing Agreement 110112 Section 7.10. Rights After Assumption of Duties by Backup Servicer or Designation of Successor Servicer; Liability 111112 Section 7.11. Limitation on Liability of the Servicer and Others 112113 Section 7.12. The Servicer Not to Resign 112113 Section 7.13. Servicer Termination Events 112114 Section 7.14. Appointment of Successor Servicer 114116 ii

Page Section 7.15. Merger or Consolidation, Assumption of Obligations or Resignation of the Servicer 116118 Section 7.16. Responsibilities of the Borrower 117118 Section 7.17. Custody of Receivable Files 117119 Section 7.18. Duties of Collateral Custodian 117119 ARTICLE EIGHT TERMINATION EVENTS Section 8.01. Termination Events 120122 Section 8.02. Actions Upon Declaration of the Occurrence of the Termination Date 123125 Section 8.03. Exercise of Remedies 125127 Section 8.04. Waiver of Certain Laws 125127 Section 8.05. Power of Attorney 125127 ARTICLE NINE INDEMNIFICATION Section 9.01. Indemnities by the Borrower 126128 Section 9.02. Indemnities by the Servicer 128131 Section 9.03. Indemnities by the Backup Servicer in its Capacity as the Successor Servicer 130132 ARTICLE TEN THE ADMINISTRATIVE AGENT AND THE AGENTS Section 10.01. Authorization and Action 130133 Section 10.02. Delegation of Duties 131133 Section 10.03. Exculpatory Provisions 131134 Section 10.04. Reliance 131134 Section 10.05. Non-Reliance on Agents and Other Lenders 132135 Section 10.06. Indemnification 133136 Section 10.07. Agents in their Individual Capacity 133137 Section 10.08. Successor Administrative Agent 134137 Section 10.09. Erroneous Payments. 134138 ARTICLE ELEVEN ASSIGNMENTS; PARTICIPATIONS Section 11.01. Assignments and Participations 135139 iii Page ARTICLE TWELVE MUTUAL COVENANTS REGARDING CONFIDENTIALITY Section 12.01. Covenants of the Borrower, the Servicer, the Backup Servicer, the Account Bank and the Collateral Custodian 138142 Section 12.02. Covenants of the Administrative Agent, the Agents and the Lenders 138142 Section 12.03. Non-Confidentiality of Tax Treatment and Tax Structure 140144 ARTICLE THIRTEEN MISCELLANEOUS Section 13.01. Amendments and Waivers 140144 Section 13.02. Notices, Etc. 141145 Section 13.03. No Waiver, Rights and Remedies 141145 Section 13.04. Binding Effect 141145 Section 13.05. Term of this Agreement 142145 Section 13.06. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO VENUE 142146 Section 13.07. WAIVER OF JURY TRIAL 142146 Section 13.08. Costs and Expenses 142146 Section 13.09. No Insolvency Proceedings 143147 Section 13.10. Recourse Against Certain Parties 143147 Section 13.11. Patriot Act Compliance 144148 Section 13.12. Execution in Counterparts; Electronic Signatures; Severability; Integration 144148 Section 13.13. Acknowledgement Regarding Any Supported QFCs 144149 Section 13.14. Right to Set-Off 145150 Section 13.15. Limitation on Consequential, Indirect and Certain Other Damages 146150 Section 13.16. Not a Novation 146151 SCHEDULES Schedule A-1– Lender Supplement (JPMorgan Lender Group) SA-1-1 Schedule A-2– Lender Supplement (Citibank Lender Group) SA-2-1 Schedule B – Eligible Receivable Criteria SB-1 Schedule C – Schedule of Receivables SC-1 Schedule D – Location of Receivable Files SD-1 Schedule E – Schedule of Documents SE-1 Schedule F – Financial Covenants (Lithia) SF-1 Schedule G – Approved Backup Servicers SG-1 iv

Page EXHIBITS Exhibit A – Form of Funding Request A-1 Exhibit B – Form of Assignment and Acceptance B-1 Exhibit C – Credit and Collection Policy C-1 Exhibit D – Form of Power of Attorney D-1 Exhibit E – Form of Take-out Release E-1 Exhibit F – Form of Monthly Report F-1 Exhibit G – Forms of U.S. Tax Compliance Certificates G-1 v AMENDED AND RESTATED LOAN AGREEMENT This Amended and Restated Loan Agreement, dated as of December 31, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is among SCFC BUSINESS SERVICES LLC, a Delaware limited liability company, as borrower (the "Borrower"), DRIVEWAY FINANCE CORPORATION, an Oregon corporation formerly known as Southern Cascades Finance Corporation ("DFC"), as servicer (in such capacity, the "Servicer") and as collateral custodian (in such capacity, the "Collateral Custodian") for the Secured Parties (as defined herein), the Lenders from time to time parties hereto (the "Lenders"), the Agents for the Lender Groups (as defined herein) from time to time parties hereto (the "Agents") and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and the Agents (in such capacity, the "Administrative Agent") and as Account Bank. W I T N E S S E T H: WHEREAS, the Borrower was formed for the purpose of purchasing and holding various assets, including motor vehicle retail installment sale contracts, amounts received on or in respect of such motor vehicle retail installment sale contracts and proceeds of the foregoing; WHEREAS, the Borrower has requested that the Lenders make loans to the Borrower from time to time, the proceeds of which will be used to finance the purchase price of motor vehicle retail installment contracts as described herein; WHEREAS, the Lenders have agreed to make such loans to the Borrower upon the terms and subject to the conditions set forth herein; WHEREAS, the parties hereto are parties to that certain Loan Agreement, dated as of July 31, 2020 (as amended prior to the date hereof, the "Existing Loan Agreement") pursuant to which, among other things, the foregoing purposes are effected; and WHEREAS, the parties hereto wish to amend and restate the terms of the Existing Loan Agreement (but not to enter into a novation of the Existing Loan Agreement) by entry into this Agreement. NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE ONE DEFINITIONS; CONSTRUCTION Section 1.01. Definitions. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings:

"Account Bank" means, as of any date of determination, the Qualified Institution then holding the Collection Account and the Hedge Reserve Account. On the Amendment No. 9 Effective Date, the Account Bank is JPMorgan Chase Bank. "Account Collateral" means the Collection Account and the Hedge Reserve Account, together with all cash, securities, financial assets (as defined in Section 8-102(a)(9) of the UCC as then in effect in the relevant State) and investments and other property from time to time deposited or credited to the Collection Account or the Hedge Reserve Account, and all proceeds of the foregoing. "Adjusted Daily Simple SOFR" means an interest rate per annum equal to (i) the Daily Simple SOFR plus (ii) the Credit Adjustment. "Adjusted Principal Balance" means, as of any date for any Receivable, (i) if the related amount of Excess Spread as of such date is at least equal to the Target Rate for such Receivable, the Principal Balance of such Receivable as of such date, and (ii) if the related amount of Excess Spread as of such date is less than the Target Rate for such Receivable, then (A) if the APR of such Receivable is less than the Required Rate, the present value (calculated using a discount rate equal to the Required Rate) of all Scheduled Payments (including past due Scheduled Payments) remaining on such Receivable, assuming that all such Scheduled Payments are paid on a timely basis after such date or (B) if the APR of such Receivable is equal to or greater than the Required Rate, the Principal Balance of such Receivable as of such date. "Administrative Agent" has the meaning given to such term in the Preamble. "Administrative Agent's Account" means the account or accounts identified by the Administrative Agent to the Borrower and each Agent as the Administrative Agent's Account hereunder. "Advisors" means accountants, attorneys, consultants, advisors, credit enhancers, liquidity providers and Persons similar to the foregoing and the respective directors, officers, employees and managers of each of the foregoing. "Affiliate" means, with respect to a Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" or "controlled" have meanings correlative to the foregoing. "Agent" means the agent for a particular Lender Group, as identified in the related Lender Supplement, and as of any date, "Agents" means all agents for all Lender Groups as of such date. “Aggregate Adjusted Principal Balance” means, as of any date of determination, the aggregate Adjusted Principal Balance of the Receivables on such date. 2 "Aggregate Commitment" means, as of any day, the sum of the Commitments of each Lender Group. "Aggregate Mandatory Commitment" means, as of any day, the sum of the Mandatory Commitments of each Lender Group. "Aggregate Unpaids" means, with respect to any date, an amount equal to the sum of (i) the Loans Outstanding, (ii) all accrued but unpaid Interest and (iii) all Upfront Fees, Supplemental Upfront Fees, Unused Commitment Fees, Hedge Breakage Costs, Indemnified Amounts and other Obligations owed (whether due or accrued) by the Borrower or the initial Servicer to the Secured Parties, the Administrative Agent, the Backup Servicer, the Account Bank, the Indemnified Parties, and any Successor Servicer under this Agreement and the other Basic Documents. "Agreement" has the meaning given to such term in the Preamble. "Alternate Base Rate" means, with respect to any date, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the NYFRB Rate in effect on such day plus ½ of 1%, and (iii) Adjusted Daily Simple SOFR plus 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate, or Adjusted Daily Simple SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate, or Adjusted Daily Simple SOFR, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.17 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.17(b)), then the Alternate Base Rate shall be the greater of clauses (i) and (ii) above and shall be determined without reference to clause (iii) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement. “Amendment No. 9 Effective Date” means July 20, 2023. "Amortization Period" means the period commencing on the Termination Date and ending on the day on which the Loans Outstanding are reduced to zero and all other Aggregate Unpaids have been paid in full. "Amount Financed" means, with respect to a Receivable, the aggregate amount advanced under such Receivable toward the purchase price of the related Financed Vehicle and any related costs, including taxes, title and licensing fees, and amounts advanced in respect of accessories, insurance premiums, service and warranty contracts, other items customarily financed as part of a Contract, and related costs. "Ancillary Fees" means (a) late fees, (b) extension fees, (c) prepayment charges, (d) overdraft charges and (e) all other administrative fees or similar charges allowed by Applicable Law received by or on behalf of the Servicer with respect to the Receivables. "Annual Percentage Rate" or "APR" means, with respect to a Receivable, the rate per annum of finance charges stated in such Receivable as the "annual percentage rate" (within the meaning of the Federal Truth-in-Lending Act). If, after the applicable Funding Date, the rate per 3

annum with respect to a Receivable as of such Funding Date is reduced (i) as a result of an Insolvency Proceeding involving the related Obligor or (ii) pursuant to the Servicemembers Civil Relief Act or similar State law, "Annual Percentage Rate" or "APR" shall refer to such reduced rate. "Anti-Corruption Laws" means all laws, rules, and regulations of the United States or any State that are applicable to DFC, Lithia, the Borrower or their respective Affiliates or Subsidiaries from time to time concerning or relating to bribery or corruption. "Applicable Law" means, for any Person, all existing and future applicable laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority (including usury laws, the Federal Truth in Lending Act, Regulation Z and Regulation B of the Federal Reserve Board, the Securities Act (including Regulation AB thereunder) and the Exchange Act), and applicable judgments, decrees, injunctions, writs, orders or line actions of any court, arbitrator or other administrative, judicial or quasi-judicial tribunal or agency of competent jurisdiction. "Applicable Margin" has the meaning given to such term in the Fee Letter. "Assignment and Acceptance" means an assignment and acceptance agreement between a Lender and an Eligible Assignee, in substantially the form of Exhibit B hereto. "Available Amount" means, with respect to any day, the positive amount, if any, by which the Facility Amount exceeds the Loans Outstanding on such day. "Available Funds" means, for any Payment Date and the related Collection Period, Collections on deposit in the Collection Account, to the extent received during the related Collection Period. "Backup Servicer" means a Person that is (i) reasonably acceptable to the Administrative Agent and that has been (ii) appointed as the "Backup Servicer" under a Backup Servicing Agreement that is entered into in accordance with Section 7.09. "Backup Servicing Agreement" means an agreement entered into by the Servicer, the Borrower and a Person that is either (i) listed on Schedule G hereto (as the same may be updated from time to time by the Administrative Agent in its sole discretion) or (ii) otherwise reasonably acceptable to the Administrative Agent, and who agrees thereunder to serve as the backup servicer, pursuant to which such Person agrees (a) to perform certain servicing duties with respect to the Receivables as set forth therein, including but not limited to providing a Monthly Backup Servicer Certificate to the Administrative Agent and the Lenders each month, (b) to be bound by the terms and provisions relating to the Backup Servicer as set forth in the Basic Documents, except for any such terms and provisions that are expressly modified or waived in the Backup Servicing Agreement (with the express consent of the Administrative Agent), and (c) to succeed to the role of Servicer if the initial Servicer resigns or is terminated in accordance with the terms of this Agreement. 4 "Backup Servicing Fee" means (i) prior to the appointment of a Backup Servicer, $0, and (ii) thereafter, the fees payable to the Backup Servicer as set forth in the Backup Servicing Agreement. "Backup Servicing Fee Rate" means, (i) with respect to any Collection Period prior to the appointment of a Backup Servicer, 0%, and (ii) with respect to the Collection Period during which the Backup Servicer was first engaged pursuant to Section 7.09 and for each Collection Period thereafter, (a) the percentage equivalent of a fraction, (1) the numerator of which is the Backup Servicing Fee and (2) the denominator of which is the average daily Pool Balance during the related Collection Period, times (b) 12. "Bankruptcy Code" means the United States Bankruptcy Code (Title 11 of the United States Code). "Basel II" means the second Basel Accord issued by the Basel Committee on Banking Supervision. "Basel III" means the third Basel Accord issued by the Basel Committee on Banking Supervision. "Basic Documents" means this Agreement, the Purchase Agreement, each Purchase Agreement Supplement, the Fee Letter, all Hedging Agreements, the Control Agreement, the Performance Guaranty, each Electronic Vault Services Agreement, and any other document, certificate, opinion, agreement or writing the execution of which is necessary or incidental to carrying out the transactions contemplated by this Agreement or any of the other foregoing documents. "Benchmark" means, with respect to the portion of the Loans Outstanding that is funded or maintained either (i) by a Conduit Lender other than by issuing Commercial Paper Notes or (ii) by a Committed Lender, initially, Daily Simple SOFR; provided, that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to Daily Simple SOFR or the then-current Benchmark, then 'Benchmark' means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.17. "Benchmark Replacement" means, with respect to the portion of the Loans Outstanding that is funded or maintained either (i) by a Conduit Lender other than by issuing Commercial Paper Notes or (ii) by a Committed Lender, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark giving due consideration to (1) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (2) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment. If the Benchmark Replacement as determined pursuant to the above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Basic Documents. 5

"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time. "Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of 'Alternate Base Rate,' the definition of 'Business Day,' the definition of 'U.S. Government Securities Business Day,' the definition of 'Interest Period,' timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative, or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Basic Documents). "Benchmark Replacement Date" means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark: (i) in the case of clause (i) or (ii) of the definition of 'Benchmark Transition Event,' the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof); or; (ii) in the case of clause (iii) of the definition of 'Benchmark Transition Event,' the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (iii). 6 For the avoidance of doubt, (1) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (2) the 'Benchmark Replacement Date' will be deemed to have occurred in the case of clause (i) or (ii) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to such Benchmark (or the published component used in the calculation thereof). "Benchmark Transition Event" means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark: (i) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof), permanently or indefinitely; provided, that at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); (ii) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component), or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) permanently or indefinitely; provided, that at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); or (iii) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) is no longer, or as of a specified future date will no longer be, representative For the avoidance of doubt, a 'Benchmark Transition Event' will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to such Benchmark (or the published component used in the calculation thereof). "Benchmark Unavailability Period" means, with respect to any Benchmark, the period (if any) (i) beginning at the time that a Benchmark Replacement Date pursuant to clauses (i) or (ii) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such 7

then-current Benchmark for all purposes hereunder and under any Basic Document in accordance with Section 2.17 and (ii) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Basic Document in accordance with Section 2.17. "Beneficial Ownership Certification" means a certification regarding beneficial ownership as required by the Beneficial Ownership Rule. "Beneficial Ownership Rule" means 31 C.F.R. § 1010.230. "Benefit Plan" means each (i) employee pension benefit plan (as defined in Section 3(2) of ERISA) that are subject to Title I of ERISA, (ii) plan described in Section 4975(e)(1) of the Code, including individual retirement accounts or Keogh Plans that are not exempt under Section 4975(g) of the Code and (iii) any entity whose underlying assets include "plan assets" (as defined in Section 3(42) of ERISA and Department of Labor Regulations Section 2510.3-101) by reason of an employee benefit plan's or plans' investment in such entities. "Borrower" has the meaning given to such term in the Preamble. "Borrower Basic Documents" means all Basic Documents to which the Borrower is a party or by which it is bound. "Borrower's Account" means the bank account of the Borrower, as notified to the Administrative Agent from time to time in writing by the Borrower,. "Borrowing Base" means, as of any date of determination, an amount equal to (i) the difference of (a) the Net Eligible Pool Balance as of such date, after giving effect to the related additions or removals of Receivables on such date, minus (b) the Required Overcollateralization as of such date, minus (c) the aggregate Adjusted Principal Balance of all Receivables that are owned by the Borrower on such date, after giving effect to the related additions or removals of Receivables on such date, for which no Certificate of Title of the type described in clause (i) or (ii) of the definition thereof was obtained by the 180th day following the day on which the related Receivable was originated (provided, that if any such Certificate of Title is obtained after such 180th day, the Adjusted Principal Balance of the related Receivable will no longer be deducted pursuant to this clause (c)), plus (ii) the amount of Collections in respect of principal payments that are on deposit in the Collection Account on such. "Borrowing Base Deficiency" means, as of any date of determination, the positive amount, if any, by which (i) the Loans Outstanding exceeds (ii) the Borrowing Base. "Breakage Costs" means (i) such amount or amounts as shall compensate any Lender for any actual loss, cost or expense (but excluding lost profits) incurred by such Lender (as reasonably determined by such Lender) as a result of any prepayment of a Loan (and interest thereon) that is made on less than three Business Days' prior written notice to the Lenders and (ii) such amount or amounts due to any Lender pursuant to Section 2.07(c). 8 "Business Day" means any day (other than a Saturday or a Sunday) on which commercial banking institutions are not required or authorized to be closed in New York, New York, Chicago, Illinois, and Medford, Oregon. "Certificate of Title" means, with respect to a Financed Vehicle, (i) the original certificate of title relating thereto, (ii) if the applicable Registrar of Titles issues a letter or other form of evidence of lien in lieu of a certificate of title (including electronic titling), the original lien entry letter, or (iii) prior to the time that a certificate of title of the type described in clause (i) or (ii) is issued, copies of correspondence to the applicable Registrar of Titles, and all enclosures thereto, for issuance of the original certificate of title or the original lien entry letter or form, as applicable, and which, in all of the foregoing cases, shall name the related Obligor as the owner of such Financed Vehicle and DFC, the Borrower or the Administrative Agent, as secured party (provided, that 'Southern Cascades Finance Corporation' may be named as secured party on the Certificates of Title relating to those Receivables that are listed on Schedule A to Amendment No. 4 to the Loan Agreement, dated February 8, 2022, by and among the Borrower, Chariot, as a Conduit Lender, and JPMorgan, as the Administrative Agent, a Committed Lender, and Agent for the JPMorgan Lender Group, and acknowledged and agreed to by the Servicer and Collateral Custodian). For Financed Vehicles registered in States that issue confirmation of the lienholder's interest electronically, the 'Certificate of Title' may consist of notification of an electronic recordation, by either a third party service provider or the relevant Registrar of Titles, which indicates that the lien of the secured party on the Financed Vehicle is recorded on the original certificate of title on the electronic lien and title system of the applicable State. "Change in Control" means (i) DFC owns, directly or indirectly, less than 100% of the membership interests of the Borrower or (ii) Lithia owns, directly or indirectly, less than 51% of the voting and equity interests in DFC. "Citibank Agent" means Citibank, N.A., in its capacity as Agent for the Citibank Lender Group, and its successors in such capacity. "Citibank Lender Group" means the group of Lenders consisting of (a) the Conduit Lenders identified on the Lender Supplement attached hereto as Schedule A-2, (b) the Committed Lender identified on the Lender Supplement attached hereto as Schedule A-2, and (c) the Citibank Agent. "Closing Date" means July 31, 2020. "Code" means the Internal Revenue Code of 1986. "Collateral" has the meaning given to such term in Section 3.01(a). "Collateral Custodian" has the meaning given to such term in the Preamble. "Collection Account" means a segregated account established by the initial Servicer, on behalf of the Borrower, with the Account Bank in the name of the Administrative Agent for the benefit of the Secured Parties, into which all Collections shall be deposited. 9

"Collection Period" means, with respect to any date of determination, the immediately preceding calendar month, except for dates occurring on or prior to the first Payment Date, in which case such term means the period from but excluding the initial Cutoff Date to and including August 31, 2020. "Collections" means (i) all cash collections or other cash proceeds of any Receivable received by the Servicer (including from DFC or the Borrower) from or on behalf of any Obligor in payment of any amounts owed in respect of such Receivable, including all Release Price amounts deposited in the Collection Account pursuant to Section 5.04, Insurance Proceeds, investment earnings in the Collection Account, and all Recoveries, (ii) any other funds received by the Servicer (including from DFC or the Borrower) with respect to any Receivable (exclusive of Ancillary Fees which may be retained by the Servicer), Financed Vehicle or any other Collateral, (iii) all payments received by the Borrower pursuant to any Hedging Agreement or Hedge Transaction, and (iv) any Servicer Advances. "Commercial Paper Notes" means any short-term promissory notes issued by a Conduit Lender with respect to financing any Loan hereunder. "Commitment" means, with respect to any Lender or Lender Group, the commitment of such Lender or Lender Group to fund Loans in an aggregate amount not to exceed the amount set forth as the "Commitment" in the related Lender Supplement, as such amount may be modified from time to time in accordance with the terms hereof. "Commitment Termination Date" means July 18, 2025 or, with respect to any Committed Lender, such later date to which the Commitment Termination Date may be extended for such Committed Lender in accordance with Section 2.04(a). "Committed Lender" means any Person that is designated as a "Committed Lender" in any Lender Supplement or in the Assignment and Acceptance pursuant to which it became a party to this Agreement, and any assignee of such Committed Lender to the extent of the portion of such Commitment assumed by such assignee pursuant to its respective Assignment and Acceptance, and as of any date, "Committed Lenders" means, collectively, all of the foregoing Persons as of such date. "Conduit Lender" means any Person that is designated as a "Conduit Lender" in any Lender Supplement or in the Assignment and Acceptance pursuant to which it became a party to this Agreement, and any assignee of such Conduit Lender to the extent of the portion of such Commitment assumed by such assignee pursuant to its respective Assignment and Acceptance, and as of any date, "Conduit Lenders" means, collectively, all of the foregoing Persons as of such date. "Conduit Portfolio Deferral Ratio" means, with respect to any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is the aggregate Principal Balance of all Receivables with respect to which a Deferral was granted during the most recently completed Collection Period and (ii) the denominator of which is the aggregate Principal Balance of all Receivables as of the last day of such Collection Period. 10 "Conduit Portfolio Delinquency Ratio" means, with respect to any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is the aggregate Principal Balance of all Delinquent Receivables as of the last day of the most recently completed Collection Period and (ii) the denominator of which is the Pool Balance as of the last day of such Collection Period. "Conduit Portfolio Net Loss Ratio (Non-Prime)" means, with respect to any date of determination, the product of (i) the percentage equivalent of a fraction, (a) the numerator of which is the difference of (1) the aggregate Principal Balance of all Non-Prime Receivables that became Defaulted Receivables during the most recently completed Collection Period minus (2) all Recoveries received during such Collection Period with respect to Non-Prime Receivables and (b) the denominator of which is the aggregate Principal Balance of all Non-Prime Receivables as of the last day of such Collection Period times (ii) twelve. "Conduit Portfolio Net Loss Ratio (Prime)" means, with respect to any date of determination, the product of (i) the percentage equivalent of a fraction, (a) the numerator of which is the difference of (1) the aggregate Principal Balance of all Prime Receivables that became Defaulted Receivables during the most recently completed Collection Period minus (2) all Recoveries received during such Collection Period with respect to Prime Receivables and (b) the denominator of which is the aggregate Principal Balance of all Prime Receivables as of the last day of such Collection Period times (ii) twelve. "Confidential Information" means any information, data, documents and materials in any form and at any time (including prior to the date of this Agreement) with respect to the Borrower, DFC, or any of their Affiliates and their respective businesses and financial information, the Receivables and the Serviced Portfolio and includes (i) information transmitted in written, oral, magnetic or any other medium, (ii) all copies and reproductions, in whole or in part, of such information and (iii) all summaries, analyses, compilations, studies, notes or other records which contain, reflect or are generated from such information; provided, that "Confidential Information" does not include, with respect to a Person, information that (a) was already known to such Person and such knowledge was not obtained from any other entity who was known by such Person to be subject to an obligation of confidentiality or otherwise prohibited from transmitting such information to such Person, (b) is or has become part of the public domain through no act or omission of such Person, (c) is or was lawfully disclosed to such Person without restriction on disclosure by a third party, (d) is or was developed independently by such Person, or (e) is or was lawfully and independently provided to such Person prior to disclosure hereunder, from a third party who is not known by such Person to be subject to an obligation of confidentiality or otherwise prohibited from transmitting such information. "Connection Income Taxes" means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. "Consent" or "Consented" means a consent or an action of the Administrative Agent that has been approved by the Required Lenders or the Consenting Lenders, as applicable. 11

"Consenting Lenders" means at a particular time, Lenders with aggregate Commitments equal to at least 100% of the Aggregate Commitment. "Contract" means any retail installment sale contract executed by an Obligor for a Financed Vehicle under which an extension of credit by DFC is made in the ordinary course of business to such Obligor and which is secured by the related Financed Vehicle. "Contractual Obligation" means, with respect to any Person, any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property is bound or is subject. "Control Agreement" means that certain Amended and Restated Escrow and Control Agreement, dated as of December 31, 2020, among the Borrower, JPMorgan Chase Bank, N.A., as escrow agent and bank, and the Administrative Agent. "Corresponding Tenor" with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor. "CP Rate" means, with respect to a Conduit Lender, the rate identified as its "CP Rate" in the Lender Supplement for the related Lender Group. "Cram Down Loss" means, with respect to a Receivable, if a court of appropriate jurisdiction in an Insolvency Proceeding shall have issued an order reducing the amount owed on such Receivable or otherwise modifying or restructuring the Scheduled Payments to be made on such Receivable, an amount equal to such reduction in the Principal Balance of such Receivable or the reduction in the net present value (using as the discount rate the lower of the contract rate or the rate of interest specified by the court in such order) of the Scheduled Payments as so modified or restructured. A "Cram Down Loss" shall be deemed to have occurred on the date such order is entered. "Credit Adjustment" has the meaning given to such term in the Fee Letter. "Credit and Collection Policy" means, with respect to (i) the initial Servicer, the credit and collection policies of the Servicer as are in effect on the Closing Date, as the same may be amended, modified, or supplemented from time to time in accordance with this Agreement, or (ii) any Successor Servicer, the customary credit and collection policies of such Successor Servicer, in each case as revised from time to time in accordance with this Agreement. "Credit Provider" means any provider of a Liquidity Facility. "Credit Support Annex" has the meaning given to such term in Section 6.03(b). "Cutoff Date" means, with respect to Receivables transferred to the Borrower on a Funding Date, the date that is three calendar days immediately preceding such Funding Date. 12 "Daily Simple SOFR" means, with respect to any date (a 'SOFR Rate Day'), a rate per annum equal to the greater of (i) SOFR for the day (such day, the related 'SOFR Determination Date') that is five U.S. Government Securities Business Day prior to (a) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day, or (b) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator's Website and (ii) 0%. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower. "Dealer" means an automobile dealer that is wholly-owned by Lithia that facilitated the extension of credit on a Financed Vehicle to an Obligor and through which the Contract and related Receivable were originated by DFC pursuant to the related Dealer Agreement. "Dealer Agreement" means an existing agreement between a Dealer and DFC regarding the terms and conditions of the facilitation by the Dealer of the underwriting by DFC of Contracts and the related Receivables. "Debt-to-Equity Ratio" means, with respect to any date of determination, (i) an amount equal to DFC's aggregate Indebtedness divided by (ii) an amount equal to DFC's Tangible Net Worth. "Debt-to-Income Ratio" means, with respect to any Receivable and the related Obligor, (i) the sum of (a) all of the related obligor's and any related co-obligor's (but no related guarantor's) monthly fixed payment obligations (including mortgage and other loan payments, rents, credit card payments, student loan payments and child support payments) at the time such Receivable was originated, as determined by DFC in accordance with the Credit and Collection Policy in effect at such time, plus (b) the monthly Scheduled Payment under the related Contract, divided by (ii) the sum of all of such related obligor's and any related co-obligor's (but no related guarantor's) monthly gross income for the calendar month immediately preceding the date such Receivable was originated, as determined by DFC in accordance with the Credit and Collection Policy in effect at such time. "Default Rate" means a per annum rate equal to the sum of (i) the Alternate Base Rate and (ii) 2.75%. "Defaulted Receivable" means any Receivable (i) that has been, or is required to be, treated as "defaulted" in accordance with the Credit and Collection Policy, (ii) with respect to which the Servicer has determined in good faith that payments thereunder have ceased and are not likely to be resumed, (iii) with respect to which the greater of (a) $50 and (b) 10% or more of any Scheduled Payment remains unpaid for more than 120 days from the related due date, or (iv) for which the related Financed Vehicle has been repossessed. "Defaulting Committed Lender" means any Committed Lender that, as determined by the Administrative Agent: (i) has failed to fund any of its obligations to make Loans in accordance with Section 2.01, notwithstanding that all conditions to funding under Section 4.2 and, with respect to the Initial Loan, Section 4.1 have been satisfied or waived in accordance with the 13

terms thereof, within three Business Days of the date required to be funded by it hereunder, (ii) has notified the Administrative Agent or the Borrower in writing that it does not intend to comply with such funding obligations, or has made a public statement to that effect with respect to such funding obligations hereunder, or (iii) has become subject to an Insolvency Event; provided, that a Committed Lender shall not be deemed to be a Defaulting Committed Lender hereunder solely by virtue of any control of or ownership interest in, or the acquisition of any ownership interest in, such Committed Lender (or its direct or indirect parent company) or the exercise of control over such Committed Lender (or its direct or indirect parent company) by a Governmental Authority thereof, if and for so long as such ownership interest does not result in or provide such Committed Lender (or its direct or indirect parent company) with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Committed Lender (or its direct or indirect parent company) or such Governmental Authority to reject, repudiate, disavow or disaffirm obligations such as those under this Agreement. "Deferral" means, with respect to any Receivable or Serviced Portfolio Receivable, a deferral that is granted by the Servicer to an Obligor whereby (i) all or any portion of one or more Scheduled Payments is waived for the related due date and (ii) such waived amount is due from such Obligor by no later than the final due date for the related Contract (which final due date may have been extended by the Servicer in connection with such deferral). For purposes of this definition, the "Obligor," "Scheduled Payment" and "Contract" for each Serviced Portfolio Receivable that is not a Receivable shall be determined as if it were a "Receivable" for purposes of all related defined terms. "Delinquent Receivable" means any Receivable, (i) with respect to which the greater of (a) $50 and (b) 10% or more of any Scheduled Payment remains unpaid for 60 or more days from the related due date and (ii) that is not a Defaulted Receivable. "Derivatives" means any (i) exchange-traded or over-the-counter forward, future, option, swap, cap, collar, floor or foreign exchange contract or any combination of the foregoing, whether for physical delivery or cash settlement, relating to any interest rate, interest rate index, currency, currency exchange rate, currency exchange rate index, debt instrument, debt price, debt index, depository instrument, depository price, depository index, equity instrument, equity price, equity index, commodity, commodity price or commodity index, (ii) similar transaction, contract, instrument, undertaking or security or (iii) transaction, contract, instrument, undertaking or security containing any of the foregoing. "DFC" has the meaning given to such term in the Preamble. "Dodd-Frank Act" means The Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173). "Dollars" or "$" means the lawful currency of the United States. "Early Adoption Increased Costs" has the meaning given to such term in Section 2.10. 14 "Early Adoption Increased Costs Representation" has the meaning given to such term in Section 2.10. "Early Amortization Event" means, on any date of determination, that: (i) as of any Reporting Date, the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Prime) for the three Collection Periods immediately preceding such Reporting Date is greater than 4.00% (provided, that no Early Amortization Event will occur under this clause (i) if a Significant Take-out Date occurred during any of such three Collection Periods); (ii) as of any Reporting Date, the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Non-Prime) for the three Collection Periods immediately preceding such Reporting Date is greater than 6.00% (provided, that no Early Amortization Event will occur under this clause (ii) if a Significant Take-out Date occurred during any of such three Collection Periods); (iii) as of any Reporting Date, the arithmetic mean of the Conduit Portfolio Delinquency Ratio for the three Collection Periods immediately preceding such Reporting Date is greater than 4.00% (provided, that no Early Amortization Event will occur under this clause (iii) if a Significant Take-out Date occurred during any of such three Collection Periods); (iv) as of any Reporting Date, the arithmetic mean of the Conduit Portfolio Deferral Ratio for the three Collection Periods immediately preceding such Reporting Date is greater than 1.50% (provided, that no Early Amortization Event will occur under this clause (iv) if a Significant Take-out Date occurred during any of such three Collection Periods); (v) a Borrowing Base Deficiency exists that has not been cured for at least three Business Days; provided, that if such Borrowing Base Deficiency would not have occurred but for the occurrence of a Step-up Event, then no Early Amortization Event will occur under this clause (v) unless such Borrowing Base Deficiency continues to exist as of the Reporting Date that occurs during the third Collection Period after the Collection Period during which such Borrowing Base Deficiency first existed; (vi) a breach of any Financial Covenant (Lithia) or any Financial Covenant (DFC) has occurred; (vii) any Servicer Termination Event (other than a Servicer Termination Event of the type specified in subsections (l), (m), (n) or (o) of Section 7.13) occurs; (viii) a Termination Event has occurred; or 15

(ix) a Material Adverse Change has occurred. provided, that any Early Amortization Event may be waived in a writing by the Consenting Lenders to the Borrower, with a copy to the Administrative Agent and the Servicer. "Election Period" means the period commencing on the date that a request for an extension pursuant to Section 2.04(a) is delivered and ending on the earlier of (i) the 45 th calendar day thereafter or (ii) the 15th calendar day preceding the related Commitment Termination Date. "Electronic Chattel Paper Condition" means, with respect to any Receivable, the Contract of which is an Electronic Contract, the satisfaction of the following conditions: (i) delivery to the Administrative Agent of a legal opinion in a form reasonably acceptable to the Administrative Agent from a nationally recognized law firm to the effect that, as a legal matter, the Collateral Custodian has 'control' (within the meaning of Section 9-105 of the UCC as then in effect in the relevant State) of each Electronic Contract pledged to the Administrative Agent pursuant to this Agreement, in accordance with the related documents and procedures described in such legal opinion and with respect to the applicable Electronic Vault System and (ii) written approval by the Administrative Agent of the related Electronic Vault Provider in connection therewith. "Electronic Contract" means a Contract that constitutes ‘electronic chattel paper’ (under and as defined in Article 9 of the UCC as then in effect in the relevant State) evidencing any Receivable. "Electronic Vault" means the electronic vault wherein custody of Electronic Contracts shall be maintained in electronic form through a third-party Electronic Vault Provider that enables electronic contracting pursuant to the related Electronic Vault Services Agreement. "Electronic Vault Provider" means a third-party provider of the technology platform on which the Electronic Vault operates. "Electronic Vault Services Agreement" means an agreement among the Collateral Custodian and an Electronic Vault Provider pursuant to which the Electronic Vault Provider maintains the related Electronic Vault. "Electronic Vault System" means the electronic vault system with characteristics reasonably acceptable to the Administrative Agent provided by the Electronic Vault Provider pursuant to the Electronic Vault Services Agreement that enables electronic contracting. "Eligible Assignee" means (i) J.P. Morgan Chase Bank, N.A., (ii) any other Committed Lender, (iii) a multi-seller commercial asset-backed paper conduit that is administered by a Lender, an Agent or the Administrative Agent or an Affiliate of any of them and the Commercial Paper Notes of which are rated at least "A-1" by Standard & Poor's and "Prime-1" by Moody's, (iv) any Credit Provider previously approved by the Borrower in writing prior to such assignment, or (iv) any other Person that is acceptable to the Agent related to the portion of the Commitment being assigned and with respect to which the Borrower has consented to in writing prior to such assignment (such consent of the Borrower not to be unreasonably withheld); 16 provided, that no such consent of the Borrower shall be required during the occurrence and continuation of a Servicer Termination Event or Termination Event. "Eligible Pool Balance" means, as of any date of determination, the sum of the Adjusted Principal Balances of all Eligible Receivables as of such date. "Eligible Receivable" means, as of any date of determination, any Receivable (i) for which the related Receivable File is in the possession or 'control' (within the meaning of Section 9-105 of the UCC as then in effect in the relevant State) of the Collateral Custodian, (ii) which is identified on the Schedule of Receivables delivered by the Borrower to the Administrative Agent as part of a Funding Request and (iii) which satisfies each of the eligibility requirements set forth on Schedule B hereto, in each case as of such date of determination; provided, that no Receivable for which the related Contract is an Electronic Contract (A) that is initially sold to the Borrower pursuant to the Purchase Agreement on or after July 29, 2022 may at any time be an Eligible Receivable or (B) that was initially sold to the Borrower pursuant to the Purchase Agreement prior to July 29, 2022 may be an Eligible Receivable from and after August 28, 2022, unless in either case the Electronic Chattel Paper Condition has been satisfied with respect to the related Electronic Vault Provider for such Electronic Contract. For the avoidance of doubt, if the Electronic Chattel Paper Condition has been satisfied with respect to an Electronic Vault Provider, then the foregoing proviso shall no longer be of any force or effect with respect to Electronic Contracts for which such entity is the Electronic Vault Provider and no Receivable that would otherwise constitute an Eligible Receivable at any time thereafter shall fail to qualify as an Eligible Receivable solely due to the terms of such proviso. "ERISA" means the Employee Retirement Income Security Act of 1974, and the regulations promulgated and rulings issued thereunder. "ERISA Affiliate" means (i) any corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower, (ii) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Borrower or (iii) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower, any corporation described in clause (i) above or any trade or business described in clause (ii) above. "Excess Concentration Amounts" means, as of any date of determination and without duplication, the sum of: (i) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligor has a billing address in the State with the highest concentration of Receivables by Obligor billing address as of such date minus (b) an amount equal to the product of (1) 35.0% times (2) the Eligible Pool Balance on such date; (ii) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligor has a billing address in the State with the second highest concentration of Receivables 17

by Obligor billing address as of such date minus (b) an amount equal to the product of (1) 25.0% times (2) the Eligible Pool Balance on such date; (iii) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligor has a billing address in the State with the third highest concentration of Receivables by Obligor billing address as of such date minus (b) an amount equal to the product of (1) 20.0% times (2) the Eligible Pool Balance on such date; (iv) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligor has a billing address in any State other than those States accounted for in clauses (i), (ii), and (iii), above, minus (b) an amount equal to the product of (1) 15.0% times (2) the Eligible Pool Balance on such date; (v) without duplication, the sum of (a) the positive difference, if any, of (1) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligors had FICO Scores of less than 700 minus (2) the product of (A) 50.0% times (B) the Eligible Pool Balance as of such date plus (b) the positive difference, if any, of (1) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligors had FICO Scores of less than 620 minus (2) the product of (A) 12.50% times (B) the Eligible Pool Balance as of such date; (vi) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Obligors did not have a FICO Score or had a FICO Score of zero minus (b) the product of (1) 2.50% times (2) the Eligible Pool Balance as of such date; (vii) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Loan-to-Value Ratios were greater than 125% at the time of underwriting minus (b) the product of (1) 27.50% times (2) the Eligible Pool Balance as of such date; (viii) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables that had original Principal Balances of greater than $40,000 minus (b) the product of (1) 50.0% times (2) the Eligible Pool Balance as of such date; (ix) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables that had original Principal Balances of greater than $75,000 minus (b) the product of (1) 15.0% times (2) the Eligible Pool Balance as of such date; (x) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables which or on any prior date were (but which no longer are as of such date of determination) Serviced Portfolio 18 Defaulted Receivables minus (b) the product of (1) 1.0% times (2) the Eligible Pool Balance as of such date; (xi) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Financed Vehicle was a Used Vehicle at the time such Receivable was originated minus (b) the product of (1) 80.085.0% times (2) the Eligible Pool Balance as of such date; (xii) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the original term to maturity was more than 75 months minus (b) the product of (1) 25.0% times (2) the Eligible Pool Balance as of such date; (xiii) the aggregate Adjusted Principal Balance of the Eligible Receivables that had FICO Scores of less than 665 at the time of their underwriting that would need to be subtracted from the Eligible Pool Balance on such date in order to cause the weighted average FICO Score of all Eligible Receivables (excluding Receivables that do not have a FICO Score or have a FICO Score of zero) to 665, with such weighted average calculated using the FICO Score of each such Receivable at the time of its underwriting; (xiv) the aggregate Adjusted Principal Balance of the Eligible Receivables that had Loan-to-Value Ratios at the time of their underwriting of greater than 112% that would need to be subtracted from the Eligible Pool Balance on such date in order to cause the weighted average Loan-to-Value Ratio of all Eligible Receivables at the time of their underwriting to equal 112%; (xv) the aggregate Adjusted Principal Balance of the Eligible Receivables that had Payment-to-Income Ratios of greater than 10.0% at the time of their underwriting that would need to be subtracted from the Eligible Pool Balance on such date in order to cause the weighted average Payment-to-Income Ratios of all Eligible Receivables at the time of their underwriting to equal 10.0%; (xvi) the aggregate Adjusted Principal Balance of the Eligible Receivables that had Debt-to-Income Ratios of greater than 32.5% at the time of their underwriting that would need to be subtracted from the Eligible Pool Balance on such date in order to cause the weighted average Debt-to-Income Ratio of all Eligible Receivables at the time of their underwriting to equal 32.5%; (xvii) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables for which the related Financed Vehicle had an odometer reading of more than 125,000 miles at the time such Receivable was originated minus (b) the product of (1) 2.0% times (2) the Eligible Pool Balance as of such date; (xviii) the aggregate Adjusted Principal Balance of the Prime Receivables that are Eligible Receivables that had FICO Scores of less than 735 at the time of 19

their underwriting that would need to be subtracted from the Eligible Pool Balance on such date in order to cause the weighted average FICO Score of all Prime Receivables that are Eligible Receivables (excluding Receivables that do not have a FICO Score or have a FICO Score of zero) to equal 735, with such weighted average calculated using the FICO Score of each such Receivable at the time of its underwriting; and (xix) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Online Originated Receivables that are Eligible Receivables minus (b) the product of (1) 30.050.0% times (2) the Eligible Pool Balance as of such date.; and (xx) the positive difference, if any, of (a) the aggregate Adjusted Principal Balance of the Eligible Receivables that had FICO Scores of less than 560 at the time of their underwriting minus (b) the product of (1) 7.5% times (2) the Eligible Pool Balance as of such date. "Excess Spread" means as of any date of determination, either: (i) with respect to any Receivable that is a Prime Receivable, the difference of (a) the weighted average APR of all Prime Receivables that are Eligible Receivables as of such date (weighted by the Principal Balance of such Eligible Receivables) minus (b) the Servicing Fee Rate minus (c) the Applicable Margin minus (d) the Weighted Average Hedge Rate as of such date minus (e) the Backup Servicing Fee Rate; (ii) with respect to any Receivable that is a Near Prime Receivable, the difference of (a) the weighted average APR of all Near Prime Receivables that are Eligible Receivables as of such date (weighted by the Principal Balance of such Eligible Receivables) minus (b) the Servicing Fee Rate minus (c) the Applicable Margin minus (d) the Weighted Average Hedge Rate as of such date minus (e) the Backup Servicing Fee Rate; or (iii) with respect to any Receivable that is a Subprime Receivable, the difference of (a) the weighted average APR of all Subprime Receivables that are Eligible Receivables as of such date (weighted by the Principal Balance of such Eligible Receivables) minus (b) the Servicing Fee Rate minus (c) the Applicable Margin minus (d) the Weighted Average Hedge Rate as of such date minus (e) the Backup Servicing Fee Rate. "Excess Spread (Adjusted)" means, as of any date of determination, either: (i) with respect to any Receivable that is a Prime Receivable, the difference of (a) the percentage equivalent of a fraction, (1) the numerator of which equals the sum of (A) for each Eligible Receivable that is a Prime Receivable that has an APR that is less than the related Required Rate, the product of (x) the Adjusted Principal Balance of such Eligible Receivable as of such date times (y) the related Required Rate plus (B) for each Eligible 20 Receivable that is a Prime Receivable that has an APR that is greater than or equal to the related Required Rate, the product of (x) the Adjusted Principal Balance of such Eligible Receivable as of such date times (y) the APR of such Eligible Receivable and (2) the denominator of which is the sum of the Adjusted Principal Balances as of such date of all Eligible Receivables that are Prime Receivables minus (b) the Servicing Fee Rate minus (c) the Applicable Margin minus (d) the Weighted Average Hedge Rate as of such date minus (e) the Backup Servicing Fee Rate; (ii) with respect to any Receivable that is a Near Prime Receivable, the difference of (a) the percentage equivalent of a fraction, (1) the numerator of which equals the sum of (A) for each Eligible Receivable that is a Near Prime Receivable that has an APR that is less than the related Required Rate, the product of (x) the Adjusted Principal Balance of such Eligible Receivable as of such date times (y) the related Required Rate plus (B) for each Eligible Receivable that is a Near Prime Receivable that has an APR that is greater than or equal to the related Required Rate, the product of (x) the Adjusted Principal Balance of such Eligible Receivable as of such date times (y) the APR of such Eligible Receivable and (2) the denominator of which is the sum of the Adjusted Principal Balances as of such date of all Eligible Receivables that are Near Prime Receivables minus (b) the Servicing Fee Rate minus (c) the Applicable Margin minus (d) the Weighted Average Hedge Rate as of such date minus (e) the Backup Servicing Fee Rate; or (iii) with respect to any Receivable that is a Subprime Receivable, the difference of (a) the percentage equivalent of a fraction, (1) the numerator of which equals the sum of (A) for each Eligible Receivable that is a Subprime Receivable that has an APR that is less than the related Required Rate, the product of (x) the Adjusted Principal Balance of such Eligible Receivable as of such date times (y) the related Required Rate plus (B) for each Eligible Receivable that is a Subprime Receivable that has an APR that is greater than or equal to the related Required Rate, the product of (x) the Adjusted Principal Balance of such Eligible Receivable as of such date times (y) the APR of such Eligible Receivable and (2) the denominator of which is the sum of the Adjusted Principal Balances as of such date of all Eligible Receivables that are Subprime Receivables minus (b) the Servicing Fee Rate minus (c) the Applicable Margin minus (d) the Weighted Average Hedge Rate as of such date minus (e) the Backup Servicing Fee Rate. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Excluded Taxes" means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (a) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (b) that are 21

Other Connection Taxes, (ii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (a) such Lender acquires such interest in the Loan or Commitment or (b) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.11, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (iii) Taxes attributable to such Recipient's failure to comply with Section 2.11(g) and (iv) any withholding Taxes imposed under FATCA. "Facility Amount" means, as of any date of determination, (i) prior to the Termination Date, the Aggregate Commitment on such day and (ii) on and after the Termination Date, the Loans Outstanding. "Facility Termination Date" means the date following the Termination Date on which the Aggregate Unpaids have been indefeasibly paid in full. "FATCA" means Sections 1471 through 1474 of the 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 applicable agreement entered into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreement with respect to the foregoing, and any regulations and official administrative guidance thereunder. "Federal Funds Effective Rate" means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than 0%, such rate shall be deemed to be 0% for the purposes of this Agreement. "Federal Reserve Board" means the Board of Governors of the Federal Reserve System. "Fee Letter" means the "Fourth Amended and Restated Fee Letter", dated as of the July 20, 2023, among the Borrower, the initial Servicer, the Administrative Agent and the Agents, setting forth, among other things, the Upfront Fee, the Supplemental Upfront Fee Rate, the Applicable Margin, the Credit Adjustment, and the Unused Commitment Fee Rate. "FICO Score" means with respect to any Receivable, the decisioned credit risk score that is generated by Equifax (or, if such credit risk score is unavailable through Equifax, the decisioned credit risk score that is generated by TransUnion or another equivalent consumer credit reporting agency) using their version 8 scorecard for use in the automotive lending sector, at the time of underwriting for the related Contract, which credit risk score is generated using statistical models established by Fair Isaac Corporation (or any successor entity thereto) for either (i) the related obligor or (ii) if greater, the related co-obligor under the related receivable. 22 "Financed Vehicle" means, with respect to a Receivable, any new or used automobile, light-duty truck, minivan, sport utility vehicle or other passenger vehicle, together with all accessions thereto, securing the related Obligor's Indebtedness thereunder. "Financial Covenants (Lithia)" means: (a) at all times prior to the date on which each Agent is party to the Lithia Loan Agreement as a Lender, each of the covenants listed on Schedule F to this Agreement; (b) at all times that each Agent is party to the Lithia Loan Agreement as a “Lender,” each of (i) the “Financial Covenant – Fixed Charge Coverage Ratio” set forth at Section 11.1.2 of the Lithia Loan Agreement and (ii) the “Financial Covenant – Leverage Ratio” set forth at Section 11.1.3 of the Lithia Loan Agreement, in each case giving effect to any amendments or other modifications that are at any time made to such sections, or the defined terms used in such sections, or any other provisions of the Lithia Loan Agreement that affect the calculations set forth in such sections, so long as any such amendments or other modifications are made in accordance with the terms of the Lithia Loan Agreement; or (c) at all times from and after the date on which any Agent ceases for any reason to be party to the Lithia Loan Agreement as a “Lender,” each of (i) the “Financial Covenant – Fixed Charge Coverage Ratio” set forth at Section 11.1.2 of the Lithia Loan Agreement and (ii) the “Financial Covenant – Leverage Ratio” set forth at Section 11.1.3 of the Lithia Loan Agreement, as in effect on such date, without giving effect to any amendments or other modifications that are at any time made to such sections, or the defined terms used in such sections, or any other provisions of the Lithia Loan Agreement that affect the calculations set forth in such sections after such date, unless such amendments or other modifications have been consented to in writing by the Administrative Agent and the Required Lenders. "Financial Covenants (DFC)" means each of: (i) DFC's Tangible Net Worth for the most recently ended fiscal quarter shall at least equal (a) on or prior to June 29, 2023, $300,000,000, (b) from and including June 30, 2023 and through and including December 30, 2023, $330,000,000, (c) from and including December 31, 2023 and through and including June 29, 2024, $375,000,000, and (d) from and including June 30, 2024 and on all dates thereafter, $525,000,000; and (ii) DFC's Debt-to-Equity Ratio for the most recently ended fiscal quarter shall not exceed 7.50 to 1.0. "Floor" means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the CP Rate or Daily Simple SOFR, as applicable. For the avoidance of doubt the initial Floor for each of the CP Rate or Adjusted Daily Simple SOFR shall be 0%. 23

"Force Majeure Event" means an act of God or the public enemy, acts of declared or undeclared war (including acts of terrorism), public disorder, rebellion or sabotage, epidemics, pandemics, landslides, lightening, fire, hurricanes, earthquakes, floods or similar causes. "Foreign Lender" means a Lender that is not a U.S. Person. "Formation Documents" means, with respect to (i) the Borrower, its limited liability company agreement and certificate of formation, (ii) DFC, its certificate of incorporation and bylaws, and (iii) Lithia, its certificate of incorporation and bylaws. "Fully Hedged" means a condition that exists as of any date of determination if the aggregate notional amount under all Hedge Transactions as of such date is at least equal to 100% of the Loans Outstanding as of such date (after giving effect to any changes to the Loans Outstanding on such date). "Funding Date" means each Business Day on which a Loan is made and Receivables are added to the Collateral in connection with such Loan. "Funding Request" means a written notice from the Borrower requesting a Loan and including the items required by Section 2.01(b), substantially in the form of Exhibit A hereto. "GAAP" means generally accepted accounting principles as in effect from time to time in the United States. "Governmental Authority" means, with respect to any Person, any nation or government, any State or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person. "Hedge Breakage Costs" means, with respect to any Hedge Transaction, any amount payable by the Borrower to the related Hedge Counterparty upon the early termination of such Hedge Transaction or any portion thereof. "Hedge Collateral" means all of the rights of the Borrower, whether now existing and hereafter acquired, in and to all Hedging Agreements, Hedge Transactions and all present and future amounts payable by all Hedge Counterparties to the Borrower under or in connection with such Hedging Agreements and Hedge Transactions with such Hedge Counterparties. "Hedge Counterparty" means any entity that on the date of entering into any Hedge Transaction is (i) JPMorgan Chase Bank, N.A. or an Affiliate thereof or (ii) (a) is an interest rate swap dealer, (b) whose debt ratings satisfy each of the Long-Term Rating Requirement and the Short-Term Rating Requirement and (c) agrees that in the event that Moody's or Standard & Poor's reduces its long-term unsecured debt rating below the Long-Term Rating Requirement or its short-term unsecured debt rating below the Short-Term Rating Requirement, it shall (1) transfer its rights and obligations under each Hedge Transaction to another entity that meets the requirements of this definition and has entered into a Hedging Agreement with the Borrower on or prior to the date of such transfer, or (2) post collateral in an amount satisfactory to the 24 Required Lenders. Each Hedge Counterparty must consent to the assignment of the Borrower's rights under the Hedging Agreement to the Administrative Agent pursuant to Section 6.03(f). "Hedge Counterparty Collateral Account" has the meaning given to such term in Section 6.03(b). "Hedge Reserve Account" means a segregated account established by the initial Servicer, on behalf of the Borrower, with the Account Bank in the name of the Administrative Agent for the benefit of the Secured Parties, into which amounts may be deposited by the Borrower in accordance with Section 6.03(a) and which, at all times from and after the time of its establishment, will be subject to the Control Agreement. "Hedge Reserve Account Required Amount" means, as of any date of determination on which the aggregate notional amount of all outstanding Hedge Transactions is less than the Loans Outstanding (after giving effect to any changes to the Loans Outstanding on such date), an amount equal to the product of (i) 110% times (ii) the quoted purchase price from any Lender, any Agent, or any Affiliate of any Lender or Agent (which price shall be reasonably determined based on prevailing market conditions and such Lender or Agent's pricing of caps of a similar size, duration and cap rate) most recently received by the Borrower (or the Servicer on behalf of the Borrower) pursuant to Section 6.03(a)(ii) hereof (which quote shall, for purpose of this definition, continue in effect until the next succeeding date on which such a quote is received pursuant to Section 6.03(a)(ii) hereof), for an interest rate cap (A) that has a notional amount, duration, and amortization that is agreed upon by the Borrower and the Administrative Agent for such date and (B) the cap rate for which is the maximum cap rate that would cause the Excess Spread to equal the 'Average Target Rate' if a Hedge Transaction in the form of an interest rate cap having such strike rate and having the notional amount referenced in clause (A) was included in the calculation of 'Weighted Average Hedge Rate' on such date. For purposes of this definition, the 'Average Target Rate' as of any date of determination is the weighted average Target Rate of all Eligible Receivables (weighted by the Principal Balance of such Eligible Receivables). "Hedge Transaction" means each interest rate hedge transaction between the Borrower and a Hedge Counterparty that is entered into pursuant to Section 6.03 and is governed by a Hedging Agreement. "Hedging Agreement" means each agreement between the Borrower and a Hedge Counterparty which governs one or more Hedge Transactions entered into pursuant to Section 6.03, which agreement shall be reasonably acceptable to the Administrative Agent and shall consist of a "Master Agreement" in a form published by the International Swaps and Derivatives Association, Inc., together with a "Schedule" thereto, any applicable Credit Support Annex and each "Confirmation" thereunder confirming the specific terms of each such Hedge Transaction. "Indebtedness" means, with respect to any Person and any day, without duplication, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or which is evidenced by a note, bond, debenture 25

or similar instrument, (ii) all obligations of such Person under capital leases, (iii) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (iv) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof and (v) all indebtedness, obligations or liabilities of that Person in respect of Derivatives. "Indemnified Amounts" has the meaning given to such term in Section 9.01. "Indemnified Party" has the meaning given to such term in Section 9.01. "Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Borrower Basic Document and (b) to the extent not otherwise described in (a), Other Taxes. "Independent Director" means a natural Person who either (i) (a) shall not have been at the time of such Person's appointment or at any time during the preceding five years, and shall not be as long as such Person is a director of the Borrower, (1) a director, officer, employee, partner, shareholder, equity owner, member, manager or Affiliate of DFC or Lithia, or any Affiliate of DFC, Lithia, or the Borrower (other than as an independent director or manager of such Person), (2) a customer or supplier of DFC, Lithia, the Borrower or any of their respective Affiliates, (3) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate, customer or supplier of DFC, Lithia, the Borrower or any of their respective Affiliates or (4) a member of the immediate family of any Person described in clauses (1) through (3) above; provided, that such Independent Director may be an independent director of another special purpose entity affiliated with DFC or Lithia or any of their respective Affiliates, (b) is an employee of a company that (1) is in the business of providing independent director services for special purpose entities and (2) is recognized in the securitization market as a provider of such services, (c) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of insolvency proceedings against it or could file a petition seeking relief under any applicable insolvency laws and (d) has at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities or (ii) has otherwise been approved in writing by the Administrative Agent. "Ineligible Receivable" means, as of any date of determination, a Receivable that is not an Eligible Receivable. "Initial Loan" means the first Loan made on or after the Closing Date. "Insolvency Event" means, with respect to a specified Person, (i) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or 26 ordering the winding-up or liquidation of such Person's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days or (ii) the commencement by such Person of a voluntary case under any Insolvency Law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing. "Insolvency Laws" means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, rearrangement, receivership, insolvency, reorganization, suspension of payments, marshaling of assets and liabilities or similar debtor relief laws from time to time in effect affecting the rights of creditors generally. "Insolvency Proceeding" means, with respect to any Person, any bankruptcy, insolvency, arrangement, rearrangement, conservatorship, moratorium, suspension of payments, readjustment of debt, reorganization, receivership, liquidation, marshaling of assets and liabilities or similar proceeding of or relating to such Person under any Insolvency Laws. "Instrument" means any "instrument" (as defined in Article 9 of the UCC), other than an instrument that constitutes part of chattel paper. "Insurance Policy" means, with respect to any Receivable, (i) an insurance policy covering physical damage to or loss of the related Financed Vehicle or (ii) any lender's single interest, credit life, disability, hospitalization and similar insurance policies with respect to the related Obligor. "Insurance Proceeds" means any amounts payable or any payments made under any Insurance Policy. "Interest" means, for any Interest Period and each Loan outstanding during such Interest Period, interest on the Principal Amount of such Loan computed pursuant to Sections 2.05(b) and 2.05(d); provided, that (i) no provision of this Agreement shall require or permit the collection of Interest in excess of the Maximum Lawful Rate and (ii) Interest shall not be considered paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason. "Interest Period" means, with respect to each Payment Date, the immediately preceding Collection Period (or, in the case of the first Payment Date, the period from and including the Closing Date through and including August 31, 2020); provided, that any Interest Period that commences before the Facility Termination Date that would otherwise end after the Facility Termination Date shall end on the Facility Termination Date. “Interest Rate” means, with respect to any Loan (or portion thereof) on any day, an interest rate per annum equal to the sum of (i) Adjusted Daily Simple SOFR on such date plus (ii) the Applicable Margin; provided, however, that on each day following the occurrence of an 27

Event of Default, the Interest Rate for the Loans (or any portion thereof) on such day shall be a rate per annum equal to the Default Rate. "Invested Percentage" means, for a Lender as of any date of determination, the percentage equivalent of (i) the sum of (a) the portion of the Loans Outstanding (if any) funded by such Lender on or prior to such day, plus (b) with duplication of any amount in clause (a), any portion of the Loans Outstanding acquired by such Lender on or prior to such day as an assignee from another Lender pursuant to an Assignment and Acceptance, minus (c) any portion of the Loans Outstanding assigned by such Lender to an assignee on or prior to such day pursuant to an Assignment and Acceptance, divided by (ii) the Loans Outstanding on such day. "Investment" means, with respect to any Person, any direct or indirect loan, advance or investment by such Person in any other Person, whether by means of share purchase, capital contribution, loan or otherwise, and excluding commission, travel and similar advances to officers, employees and directors made in the ordinary course of business. "Investment Company Act" means the Investment Company Act of 1940, as amended. "IRS" means the U.S. Internal Revenue Service. "ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto. "JPMorgan Agent" means JPMorgan Chase Bank, in its capacity as Agent for the JPMorgan Lender Group, and its successors in such capacity. "JPMorgan Chase Bank" means JPMorgan Chase Bank, N.A. "JPMorgan Lender Group" means the group of Lenders consisting of (a) the Conduit Lender identified on the Lender Supplement attached hereto as Schedule A-1, (b) the Committed Lender identified on the Lender Supplement attached hereto as Schedule A-1, and (c) the JPMorgan Agent. "Lender Advance" means a Lender's Lender Percentage of the Principal Amount of a particular Loan to be made to the Borrower on a Funding Date. "Lender Group" means each group of Lenders consisting of (i) one or more Lenders and (ii) an Agent, in each case as indicated on the related Lender Supplement. As of the Amendment No. 9 Effective Date, the sole Lender Groups are the JPMorgan Lender Group and the Citibank Lender Group. “Lender Group Limit” means, with respect to a Lender Group on any date of determination, the sum of the Commitments of the Committed Lenders in such Lender Group on such date. 28 “Lender Group Percentage” means, with respect to a Lender Group on any date of determination, a fraction (expressed as a percentage) the numerator of which is the Lender Group Limit of such Lender Group on such date and the denominator of which is the Aggregate Commitment on such date. "Lender Percentage" means a Lender's Commitment as a percentage of the Aggregate Commitment. "Lender Register" has the meaning given to such term in Section 11.01(c). "Lenders" means, collectively, the Conduit Lenders and the Committed Lenders. "Lender Supplement" means (i) with respect to the JPMorgan Lender Group, the information set forth in Schedule A-1 to this Agreement and (ii) with respect to any other Lender Group, the information set forth in the related Lender Supplement, in each case as the same may be amended or otherwise modified from time to time, with, in the case of changes to the Facility Amount, any Commitment and any definition of CP Rate, the consent of the Borrower. With respect to the Lender Supplement for any Lender Group other than the JPMorgan Lender Group, such Lender Supplement shall contain substantially similar information to that set forth in Schedule A-1 with respect to the JPMorgan Lender Group. "Liability" means any duty, responsibility, obligation or liability. "Lien" means any mortgage, lien, pledge, charge, claim, security interest or encumbrance of any kind. "Liquidity Facility" means, with respect to each Conduit Lender, any of the committed loan facilities, lines of credit and other financial accommodations available to such Conduit Lender to support the liquidity of such Conduit Lender's Commercial Paper Notes. "Lithia" means Lithia Motors, Inc., an Oregon corporation. “Lithia Loan Agreement” means that certain Fourth Amended and Restated Loan Agreement, dated as of April 29, 2021, by and among Lithia, Lithia's subsidiaries party thereto, the lenders party thereto, and U.S. Bank National Association, as agent for the lenders party thereto. "Loan" has the meaning given to such term in Section 2.01(a). "Loan-to-Value Ratio" means, with respect to any Receivable, the percentage equivalent of a fraction, (i) the numerator of which is the original Principal Balance of such Receivable and (ii) the denominator of which is the book value of the related Financed Vehicle at the date of underwriting, where such book value is the selling price of the Financed Vehicle as determined in accordance with the Credit and Collection Policy. 29

"Loans Outstanding" means, on any day, the aggregate Principal Amount of all Loans made on or prior to such day, reduced from time to time by payments and distributions in respect of principal of the Loans in accordance with the terms hereof. "Lockbox Account" means one or more deposit accounts established and maintained at the Lockbox Bank by DFC. "Lockbox Bank" means, initially, JPMorgan Chase Bank, N.A. or any other bank as agreed to by the Borrower, the Administrative Agent and the Required Lenders. "Lockboxes" means one or more post office boxes or operating accounts established by DFC and maintained at the Lockbox Bank. "Long-Term Rating Requirement" means, with respect to any Person, that such Person has a long-term unsecured debt rating of not less than "A" by Standard & Poor's and not less than "A2" by Moody's. "Mandatory Commitment" means, with respect to any Lender or Lender Group, the amount set forth as the "Mandatory Commitment" in the related Lender Supplement, as such amount may be modified from time to time in accordance with the terms hereof. "Mandatory Hedging Condition" means that, as of any date of determination, one or more of the following events has occurred and the occurrence of a Mandatory Hedging Condition has not been expressly waived in accordance with Section 13.01 (regardless of whether any such event, or any other consequences of such event, have been waived, either in accordance with Section 13.01 or otherwise): (i) any Event of Default has occurred; (ii) any Servicer Termination Event has occurred; and (iii) the Commitment Termination Date occurs. "Material Adverse Change" means any event or condition which would have a material adverse effect on (i) the collectability of all or a material portion of the Receivables, (ii) the condition (financial or otherwise), business or properties of the Borrower, (iii) the ability of the Servicer to collect on the Receivables, (iv) the condition (financial or otherwise), business or properties of DFC, or (v) the condition (financial or otherwise), businesses or investments of the Performance Guarantor. For the avoidance of doubt, the following is a non-exclusive list of changes to the Credit and Collection Policy which, if reasonably likely to negatively impact the creditworthiness or collectability of any Receivables, will be deemed to constitute a “Material Adverse Change” unless such changes are made with the consent of the Administrative Agent in the manner set forth in this Agreement: changes that would modify any of (a) the maximum allowable threshold limitations for substantial underwriting criteria, including but not limited to those related to loan term, Debt-to-Income Ratio, Payment-to-Income Ratio, and Loan-to-Value Ratio; (b) the categorization of receivables as delinquent, non-performing, defaulted or charged-off; (c) material collection processes relating, without limitation, to delinquent, non-performing, defaulted or charged-off receivables, loan loss recognition, loan modification (including extensions and deferrals), end-of-term recovery and processing, and collateral recovery; (d) any provisions for credit exceptions; and (e) stated creditworthiness thresholds required for obligors. 30 "Material Adverse Effect" means, with respect to any Person and to any event or circumstance, a material adverse effect on (i) the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person (including any such change or effect resulting from the introduction of or change in any Applicable Laws or any ruling, order or other action by any Governmental Authority), taken as a whole, (ii) the validity or enforceability of this Agreement or any other Basic Document or the validity, enforceability or collectability of a material portion of (a) the Contracts (taken as a whole), (b) the Receivables (taken as a whole) or (c) any other Collateral (taken as a whole), (iii) the rights and remedies of the Administrative Agent and Secured Parties under the Basic Documents, (iv) the ability of such Person to perform its obligations under this Agreement or any other Basic Document to which it is a party, or (v) the status, existence, perfection, priority or enforceability of the interest of the Administrative Agent or the Lenders in the Collateral. "Maximum Lawful Rate" means the highest rate of interest permissible under Applicable Law. "Member" has the meaning set forth in the Borrower's Formation Documents. "Monthly Backup Servicer Certificate" means a monthly report of the Backup Servicer in the form prescribed by the Backup Servicing Agreement which shall set forth, among other items, the Backup Servicer's recalculation of the Eligible Pool Balance, the Borrowing Base, the Conduit Portfolio Delinquency Ratio, the Conduit Portfolio Net Loss Ratio (Non-Prime), the Conduit Portfolio Net Loss Ratio (Prime), the Serviced Portfolio Delinquency Ratio, and the Serviced Portfolio Net Loss Ratio, in each case as of the end of the Collection Period immediately preceding the date on which such certificate is delivered. "Monthly Principal Payment Amount" means either (i) with respect to any Payment Date occurring prior to the Termination Date, the lesser of (a) the excess (if any) of the Loans Outstanding on such date (excluding any additional amounts to be borrowed on such Payment Date) over the Borrowing Base on such Payment Date and (b) the amount of Available Funds that is available to be applied pursuant to Section 2.06(v)(B) on such Payment Date (after giving effect to all payments pursuant to sub-clauses (i) through (v) of Section 2.06 on such Payment Date) or (ii) with respect to any Payment Date occurring on or after the Termination Date, the lesser of (a) the Loans Outstanding on such date and (b) the amount of Available Funds that is available to be applied pursuant to Section 2.06(v)(B) on such Payment Date (after giving effect to all payments pursuant to subclauses (i) through (v) of Section 2.06 on such Payment Date) . "Monthly Report" means a monthly statement of the Servicer delivered pursuant to Section 7.07(a) on each Reporting Date with respect to the related Collection Period, substantially in the form of Exhibit F. "Moody's" means Moody's Investors Service, Inc. "Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding five years contributed to by the Borrower, DFC, Lithia or any ERISA Affiliate on behalf of their employees. 31

"Near Prime Receivable" means a Receivable (including an Online Originated Receivable) for which, at the time of underwriting, the related FICO Score was (i) less than 700 but also (ii) greater than or equal to 620. "Net Eligible Pool Balance" means, as of any date of determination, the difference of (i) the Eligible Pool Balance as of such date minus (ii) the Excess Concentration Amount as of such date. "Non-Extending Lender" means, after its respective Commitment Termination Date, each Lender that has declined to extend its Commitment Termination Date in accordance with Section 2.04, to the extent not replaced pursuant to Section 2.04(b). "Non-Prime Receivable" means a Receivable that is (i) either a Near Prime Receivable or a Subprime Receivable or (ii) an Online Originated Receivable. "Non-Prime Serviced Portfolio Receivable" means (i) a Serviced Portfolio Receivable (other than a Serviced Portfolio Receivable originated via the Online Platform) for which, at the time of underwriting, (x) the related FICO Score was less than 700 (including a FICO Score of zero) or (y) there was no FICO Score or (ii) a Serviced Portfolio Receivable originated via the Online Platform. "NYFRB" means the Federal Reserve Bank of New York. "NYFRB Rate" means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided, that if none of such rates are published for any day that is a Business Day, the term 'NYFRB Rate' means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement. "NYFRB's Website" means the website of the NYFRB at http://www.newyorkfed.org, or any successor source. "Obligations" means all loans, advances, debts, liabilities, indemnities and obligations for monetary amounts owing by the Borrower to the Secured Parties, the Collateral Custodian, the Backup Servicer, any Successor Servicer, the Administrative Agent, the Agents or any of their respective assigns, as the case may be, whether due or to become due, matured or unmatured, liquidated or unliquidated, contingent or non-contingent and all covenants and duties regarding such amounts, of any kind or nature, present or future, arising under or in respect of any of the Loans or any Hedging Agreement, whether or not evidenced by any separate note, agreement or other instrument, including all principal, interest (including interest that accrues after the commencement against the Borrower of any action under the Bankruptcy Code), amounts payable pursuant to Section 2.12, Breakage Costs, Hedge Breakage Costs, fees, including any and all arrangement fees, loan fees, Upfront Fees, Supplemental Upfront Fees, and Unused 32 Commitment Fees and any and all other fees, expenses, costs or other sums (including attorney fees and disbursements) chargeable to the Borrower under the Basic Documents. "Obligor" means each Person obligated to make payments pursuant to a Receivable, including any guarantor thereof. "Officer's Certificate" means a certificate signed by any Responsible Officer of the Borrower, the Servicer, DFC, Lithia, the Backup Servicer or the Collateral Custodian, as the case may be, and delivered to the Administrative Agent. “Online Originated Receivable” means a Receivable that is originated by DFC with an Obligor directly through the Online Platform. “Online Platform” means (a) the motor vehicle sale platform owned and maintained by Lithia under the tradename "Driveway," pursuant to which DFC has access enabling it to directly originate Receivables in connection with such vehicle sales, (b) any successor to such “Driveway” platform that is also owned and maintained by Lithia, and (c) any other online platform pursuant to which DFC has access enabling it to directly originate Receivables and which has been Consented to by the Required Lenders. "Opinion of Counsel" means, with respect to any Person, a written opinion of counsel, who is reasonably acceptable to the Administrative Agent. "Other Connection Taxes" means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Borrower Basic Document, or sold or assigned an interest in any Loan or Borrower Basic Document). "Other Taxes" means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Borrower Basic Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment. "Overnight Bank Funding Rate" means, for any date, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB's Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate. "Owners" means the Lenders that are owners of record of the Loans or, with respect to any Loan owned by an Agent hereunder as nominee on behalf of Lenders in the related Lender Group, the Lenders that are beneficial owners of such Loan as reflected on the books of such Agent in accordance with this Agreement and the other Basic Documents. 33

"Partial Expiration Event" means the occurrence of the election of one or more Non-Extending Lenders after its respective Commitment Termination Date to not extend its Commitment, unless such Non-Extending Lender is replaced pursuant to Section 2.04(b) or unless the Termination Date shall have occurred. "Partial Expiration Event Amount" means the portion of Loans Outstanding payable pursuant to Section 2.06(vii) in connection with a Partial Expiration Event. "Participant Register" has the meaning given to such term in Section 11.01(e). "Patriot Act" means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). "Payment" has the meaning assigned to it in Section 10.09. "Payment Date" means (i) prior to June 2021 the 15th day of each calendar month or, if any such day is not a Business Day, the next succeeding Business Day, commencing September 15, 2020 and (ii) thereafter, the 20th day of each calendar month, or if any such day is not a Business Day, the next succeeding Business Day, commencing June 21, 2021. or (ii) with respect to any calendar month in which the Borrower has provided the Administrative Agent, each Agent, the Servicer and the Backup Servicer at least ten Business Days' prior written notice of its intent to effect the related Take-out during such calendar month pursuant to Section 2.12(a) hereof, the related Take-out Date for such Take-out if agreed to in writing by the Borrower, the Administrative Agent, each Agent and the Servicer. "Payment Notice" has the meaning assigned to it in Section 10.09. "Payment-to-Income Ratio" means, with respect to any Receivable as of the date of underwriting, the ratio (expressed as a percentage) of (i) the monthly payment owed by the related Obligor pursuant to the related Contract to (ii) the sum of all of the related obligor's and any related co-obligor's (but no related guarantor's) monthly gross income for the calendar month immediately preceding the date such Receivable was originated, as determined by DFC in accordance with the Credit and Collection Policy in effect at such time. "Pension Plan" means an "employee pension benefit plan," as such term is defined in Section 3(2) of ERISA, maintained by the Borrower, DFC, Lithia, or any ERISA Affiliate, or in which employees of the Borrower are entitled to participate, as from time to time in effect. "Performance Guarantor" means Lithia. "Performance Guaranty" means the Amended and Restated Performance Guaranty, dated as of December 31, 2020, by the Performance Guarantor in favor of the Secured Parties. "Permitted Investments" means any of the following types of investments: 34 (i) marketable obligations of the United States, the full and timely payment of which are backed by the full faith and credit of the United States and which have a maturity of not more than 30 days from the date of acquisition; (ii) bankers' acceptances and certificates of deposit and other interest-bearing obligations (in each case having a maturity of not more than 30 days from the date of acquisition) denominated in Dollars and issued by any bank with capital, surplus and undivided profits aggregating at least $100,000,000, the short-term obligations of which meet or exceed the Short-Term Rating Requirement; (iii) commercial paper rated at least A-1 by Standard & Poor's and Prime-1 by Moody's; (iv) money market funds registered under the Investment Company Act having a rating, at the time of such investment, of not less than Aaa by Moody's and AAAm by Standard & Poor's; (v) interest-bearing demand deposits, time deposits or certificates of deposit (having original maturities of no more than 365 days) of depository institutions or trust companies incorporated under the laws of the United States or any State (or domestic branches of any foreign bank) and subject to supervision and examination by federal or State banking or depository institution authorities; provided, that at the time such investment, or the commitment to make such investment, is entered into, the short-term debt rating of such depository institution or trust company shall meet or exceed the Short-Term Rating Requirement; and (vi) any other investments approved in writing by the Administrative Agent; provided, that each of the Permitted Investments may be purchased from the Administrative Agent, the Account Bank or any of their respective Affiliates. "Permitted Liens" means (i) Liens in favor of the Borrower created pursuant to the Purchase Agreement, (ii) Liens in favor of any Agent or the Administrative Agent, as agent for the Secured Parties created pursuant to this Agreement or any other Basic Document, (iii) Liens for taxes and assessments not yet due or for taxes which the Borrower is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount thereof and such contest does not materially endanger any right or interest of the Secured Parties under the Basic Documents, (iv) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker's Liens, rights of set-off or similar rights and remedies covering deposit or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, (v) Liens created pursuant to the Control Agreement, and (vi) mechanics' liens and other liens arising by operation of law. 35

"Person" means an individual, partnership, corporation, trust (including a business or statutory trust), limited liability company, joint stock company, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or other entity. "Plan Event" means the occurrence of any of the following: (i) a notice of intent to terminate a Pension Plan has been filed; (ii) a Pension Plan termination under Section 4041(f) of ERISA; (iii) the Pension Benefit Guaranty Corporation institutes proceedings to terminate, or appoint a trustee to administer any Pension Plan; or (iv) the occurrence of an event or existence of any condition that might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Pension Plan. "Pool Balance" means, as of any date of determination, the sum of the Adjusted Principal Balances of all Receivables as of such date. "Posted Collateral" has the meaning given to such term in Section 6.03(b). "Prime Rate" means the rate of interest last quoted by The Wall Street Journal as the 'Prime Rate' in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the 'bank prime loan' rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective. "Prime Receivable" means a Receivable (other thanincluding an Online Originated Receivable) for which, at the time of underwriting, the related FICO Score was 700 or greater. “Prime Receivable Collateral Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the aggregate Adjusted Principal Balances of all Prime Receivables on such date and the denominator of which is the Pool Balance on such date. "Prime Serviced Portfolio Receivable" means a Serviced Portfolio Receivable (other than a Serviced Portfolio Receivable originated via the Online Platform) for which, at the time of underwriting, the related FICO Score was 700 or greater. "Principal Amount" means, with respect to any Loan, the aggregate amount advanced by the Lenders on the Funding Date in respect of such Loan. "Principal Balance" means, for any Receivable as of any date of determination, (i) the related Amount Financed minus the sum, without duplication, of (a) that portion of all Scheduled Payments actually received on or prior to such day allocable to principal using the Simple Interest Method plus (b) any payment of the Release Price with respect to such Receivable allocable to principal plus (c) any Cram Down Loss in respect of such Receivable plus (d) any 36 prepayment in full or any partial prepayment applied in reduction of principal of such Receivable. "Purchase Agreement" means the Amended and Restated Purchase Agreement, dated as of December 31, 2020, between DFC and the Borrower, together with each Purchase Agreement Supplement. "Purchase Agreement Supplement" means a Purchase Agreement Supplement in substantially the form attached to the Purchase Agreement as Exhibit A, executed by the Borrower and DFC in connection with a transfer of Receivables and the related Collateral on any Funding Date. "Qualified Institution" means any depository institution or trust company organized under the laws of the United States or any State (or any domestic branch of a foreign bank), (i) (a) that meets (or the parent of which meets) either (1) the Long-Term Rating Requirement or (2) the Short-Term Rating Requirement or (b) is otherwise acceptable to the Administrative Agent and the Required Lenders and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation. "Quarterly Report" means a data tape, which shall include as to each Receivable such information as shall be agreed upon by the Administrative Agent and the initial Servicer or the Successor Servicer, as applicable, including such information as the Administrative Agent may reasonably request from time to time to satisfy or fulfill regulatory requirements applicable to the Secured Parties, including capital treatment under Basel II or Basel III. "Receivable" means Indebtedness owed to DFC or the Borrower by an Obligor (without giving effect to any pledge hereunder) under a Contract included as part of the Collateral, whether constituting an account, chattel paper, instrument or general intangible, arising out of or in connection with the sale of the Financed Vehicle related thereto, and including the right of payment of any finance charges and other obligations of the Obligor with respect thereto. Notwithstanding the foregoing, once the Administrative Agent has released its security interest in a Receivable and the related Contract in accordance with the terms of this Agreement, such Receivable shall no longer be a Receivable hereunder. "Receivable File" means a file pertaining to each Receivable containing, among other things, each of the following documents: (i) a fully executed original of the related Contract; (ii) (a) a certificate of insurance, (b) an application form for insurance signed by the related Obligor, or (c) a signed representation letter from the Obligor pursuant to which the Obligor has agreed to obtain physical damage insurance for the related Financed Vehicle; (iii) a copy of the application filed to amend the Certificate of Title to indicate the security interest of DFC in the related Financed Vehicle and, from and after the time that such Certificate of Title has been so amended, if the applicable jurisdiction (a) issues original certificates of title, the original 37

Certificate of Title or, until such original Certificate of Title is available, an application therefor, or (b) does not issue original certificates of title, a copy of such Certificate of Title or other equivalent issued by such jurisdiction; (iv) an electronic copy of the original credit application signed by the related Obligor; (v) electronic copies of all original assumption, consolidation, extension, modification or waiver agreements, if any, relating to such Receivable; (vi) any other documents that the Servicer shall keep on file, in accordance with its customary procedures or the Credit and Collection Policy relating to such Receivable, the related Obligor or the related Financed Vehicle; and (vii) electronic copies of any additional original loan documents evidencing any assumption, consolidation, extension, modification or waiver of such Receivable. "Recipient" means the Administrative Agent or any Lender. "Records" means, with respect to any Contract, all documents, books, records and other information (including computer programs, tapes, disks, punch cards, data processing software and related property and rights) maintained with respect to any related item of Collateral and the related Obligor. "Recoveries" means, with respect to any Defaulted Receivable and Collection Period, all monies collected from whatever source during such Collection Period in respect of such Defaulted Receivable, including Insurance Proceeds but excluding payment of the related Release Price, net of any amounts required by Applicable Law to be remitted to the related Obligor and net of the Servicer's expenses (other than overhead) incurred in connection with the liquidation of such Defaulted Receivable and the related Financed Vehicle. "Reference Time" means, with respect to any setting of the then-current Benchmark, (i) if such Benchmark is Daily Simple SOFR, then four Business Days prior to such setting or (ii) if such Benchmark is not Daily Simple SOFR, the time determined by the Administrative Agent in its reasonable discretion. "Registrar of Titles" means, with respect to any State, the governmental agency or body responsible for the registration of, and the issuance of certificates of title relating to, motor vehicles and liens thereon. "Regulatory Requirement" has the meaning set forth in Section 2.10(a). "Release Price" means an amount equal to the sum of (i) the Principal Balance of each Receivable retransferred pursuant to Section 5.04(a) or 5.04(b), as applicable plus (ii) accrued interest on each such Receivable (at the related APR) through the date of repurchase plus (iii) all related Breakage Costs plus (iv) all Hedge Breakage Costs due to the relevant Hedge 38 Counterparties for any termination, in whole or in part, of one or more Hedge Transactions related to the relevant Hedging Agreement, as required by the terms of any Hedging Agreement. "Relevant Governmental Body" means the Federal Reserve Board and/or the NYFRB, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto. "Reportable Event" means any of the events set forth in Section 4043(c) of ERISA for which the 30-day notice provision has not been waived. "Reporting Date" means, with respect to any Payment Date and the related Collection Period, the second Business Day prior to such Payment Date. "Required Lenders" means at a particular time, Lenders with aggregate Commitments equal to 100% of the Aggregate Commitment. "Required Overcollateralization" means, as of any date, an amount equal to the product of (i) Weighted Average Overcollateralization Percentage as of such date times (ii) the highest Net Eligible Pool Balance since the most recent Funding Date or, if more recent, the most recent Take-out Date, in each case after giving effect to the related additions or removals of Receivables on such date. "Required Overcollateralization Percentage" means, as of any date, (i) with respect to Prime Receivables, either (a) on any date of determination as of which no Step-up Event (Prime) has occurred and is continuing, 13.00% or (b) on any date of determination as of which a Step-up Event (Prime) has occurred and is continuing, 18.00% and (ii) with respect to Non-Prime Receivables, either (a) on any date of determination as of which no Step-up Event (Non-Prime) has occurred and is continuing, 24.00% or (b) on any date of determination as of which as Step-up Event (Non-Prime) has occurred and is continuing, 29.00%. "Required Rate" means, as of any date and any Eligible Receivable, the sum of (i) the Weighted Average Hedge Rate as of such date plus (ii) the Applicable Margin as of such date plus (iii) the Servicing Fee Rate plus (iv) the Backup Servicing Fee Rate plus (v) the greater of (a) zero percent (0.00%) and (b) the percentage which will result in Excess Spread (Adjusted) that is at least equal to the related Target Rate. "Requirements of Law" means, with respect to any Person, the certificate of incorporation or articles of association and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or order or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether federal, State or local (including usury laws, the Federal Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Servicemembers Civil Relief Act, Regulations B, U, T, X and Z of the Federal Reserve Board, the Dodd-Frank Act, the Gramm-Leach-Bliley Act, each applicable state Motor Vehicle Retail Installment Sales Act, and state adaptations of the National 39

Consumer Act and of the Uniform Consumer Credit Code and all other consumer protection and usury laws). "Responsible Officer" means, when used with respect to any Person, any officer of such Person, including any president, vice president, assistant vice president, secretary, assistant secretary or any other officer thereof customarily performing functions similar to those performed by the individuals who at the time shall be such officers, respectively, or to whom any matter is referred because of such officer's knowledge of or familiarity with the particular subject. "Revolving Period" means the period commencing on the Closing Date and ending on the day immediately preceding the Termination Date. "Sanctioned Country" means, at any time, a country or territory which is the subject or target of any Sanctions. "Sanctioned Person" means, at any time, (i) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (ii) any Person operating, organized or resident in a Sanctioned Country or (iii) any Person controlled by any such Person. "Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. "Schedule of Documents" means the schedule of documents attached hereto as Schedule E. "Schedule of Receivables" means the schedule of Receivables attached hereto as Schedule C, as updated from time to time in connection with each Funding Request and any Take-out Release. "Scheduled Payments" means, with respect to each Receivable, the regularly scheduled payments to be made by the related Obligor pursuant to the terms of the related Contract. "Secured Party" means (i) the Administrative Agent, (ii) each Lender and (iii) each Hedge Counterparty. "Securities Act" means the Securities Act of 1933, as amended. "Seller" means DFC in its capacity as Seller under the Purchase Agreement. "Senior Monthly Interest and Fees" means, for any Payment Date, the sum of (i) the amount of any accrued and unpaid Interest for such Payment Date, calculated at a per annum rate equal to the applicable Interest Rate, plus (ii) the Unused Commitment Fee for such Payment Date. 40 "Serviced Portfolio" means the Servicer's entire portfolio of motor vehicle retail installment sale contracts and installment loans that (i) are originated, directly or indirectly, by DFC in accordance with the Credit and Collection Policy, (ii) are serviced by DFC, (iii) are owned by DFC or an Affiliate or a Subsidiary of DFC and (iv) satisfy each of the eligibility requirements set forth on Schedule B hereto. For the avoidance of doubt, no motor vehicle retail installment sale contracts or installment loans that were originated, directly or indirectly, by DFC in accordance with any predecessor set of credit policies and underwriting guidelines to the Credit and Collection Policy shall not be included in the Serviced Portfolio. "Serviced Portfolio Defaulted Receivable" means, as of any date of determination, any Serviced Portfolio Receivable (i) that has been, or is required to be, treated as "defaulted" in accordance with the Credit and Collection Policy, (ii) with respect to which the Servicer has determined in good faith that payments thereunder have ceased and are not likely to be resumed, (iii) with respect to which the greater of (a) $50 and (b) 10% or more of any Scheduled Payment remains unpaid for more than 120 days from the related due date, or (iv) for which the related Financed Vehicle has been repossessed For purposes of this definition, the "Scheduled Payment" and "Financed Vehicle" for each Serviced Portfolio Receivable that is not a Receivable shall be determined as if it were a "Receivable" for purposes of all related defined terms. "Serviced Portfolio Deferral Ratio" means, as of any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is the aggregate Principal Balance of all Serviced Portfolio Receivables with respect to which a Deferral was granted during the most recently completed Collection Period and (ii) the denominator of which is the aggregate Principal Balance of all Serviced Portfolio Receivables as of the last day of such Collection Period. For purposes of this definition, the "Principal Balance" for each Serviced Portfolio Receivable that is not a Receivable shall be determined as if it were a "Receivable" for purposes of all related defined terms. "Serviced Portfolio Delinquency Ratio" means, as of any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is the aggregate Principal Balance of all Serviced Portfolio Delinquent Receivables as of the last day of the most recently completed Collection Period and (ii) the denominator of which is the aggregate Principal Balance of all Serviced Portfolio Receivables as of the last day of such Collection Period. For purposes of this definition, the "Principal Balance" for each Serviced Portfolio Receivable that is not a Receivable shall be determined as if it were a "Receivable" for purposes of all related defined terms. "Serviced Portfolio Delinquent Receivable" means, as of any date of determination, any Serviced Portfolio Receivable, (i) with respect to which the greater of (a) $50 and (b) 10% or more of any Scheduled Payment remains unpaid for 60 or more days from the related due date and (ii) that is not a Defaulted Receivable. For purposes of this definition, the "Scheduled Payment" for each Serviced Portfolio Receivable that is not a Receivable shall be determined as if it were a "Receivable" for purposes of all related defined terms. “Serviced Portfolio Net Loss Ratio” means, with respect to any date of determination, the product of (i) the percentage equivalent of a fraction, (a) the numerator of which is the difference 41

of (1) the aggregate Principal Balance of all Serviced Portfolio Receivables that became Serviced Portfolio Defaulted Receivables during the most recently completed Collection Period minus (2) all Recoveries received during such Collection Period with respect to Serviced Portfolio Receivables and (b) the denominator of which is the aggregate Principal Balance of all Serviced Portfolio Receivables as of the last day of such Collection Period times (ii) twelve. For purposes of this definition, the 'Principal Balance,' 'Recoveries,' and 'Collections' for each Serviced Portfolio Receivable that is not a Receivable shall be determined as if it were a "Receivable" for purposes of all related defined terms. "Serviced Portfolio Receivable" means any motor vehicle receivable that is included in the Serviced Portfolio. "Servicer" has the meaning given to such term in the Preamble. "Servicer Advance" means an advance made by the initial Servicer pursuant to Section 7.05. "Servicer Basic Documents" means all Basic Documents to which the initial Servicer is a party or by which it is bound. "Servicer Termination Event" has the meaning given to such term in Section 7.13. "Servicer Termination Notice" has the meaning given to such term in Section 7.13. "Servicing Fee" means the fee payable to the Servicer on each Payment Date in accordance with Section 2.09(b) in an amount equal to either (i) in the case of the initial Servicer, the product of (a) one-twelfth times (b) the applicable Servicing Fee Rate times (c) the average daily Principal Balance of the Receivables during the related Collection Period or (ii) in the case of the Backup Servicer in its capacity as Successor Servicer, the related fees set forth in the Backup Servicing Agreement; provided, that the Servicing Fee for a Successor Servicer may be subject to a minimum monthly fee to be mutually agreed upon by the Required Lenders and such Successor Servicer. "Servicing Fee Rate" means, in the case of the initial Servicer, on any date of determination, a rate per annum equal the sum of (i) the product of (a) 1.00% per annum times (b) the Prime Receivable Collateral Percentage on such date, plus (ii) the product of (a) 3.00% per annum times (b) 100% minus the Prime Receivable Collateral Percentage on such date. "Short-Term Rating Requirement" means, with respect to any Person, that such Person has a short-term unsecured debt rating of not less than A-1 by Standard & Poor's and not less than Prime-1 by Moody's. "Significant Take-out Date" means, at any time the Aggregate Adjusted Principal Balance is greater than or equal to $175,000,000, any Take-out Date on which the aggregate Adjusted Principal Balance of Receivables that are released from the Collateral in accordance with Section 2.12 would cause the Aggregate Adjusted Principal Balance to be less than $175,000,000 after giving effect to such Take-out; provided, that if any Receivables that are so released on a Take-out Date are included in the Collateral again during the Collection Period in which the 42 related Take-out Date occurred or during the either of the two succeeding Collection Periods, then such Receivables shall be deemed not to have been released from the Collateral on the initial Take-out Date for purposes of this definition, but only as of the date on which they are again included in the Collateral. "Simple Interest Method" means the method of allocating a fixed level payment to principal and interest, pursuant to which the portion of such payment that is allocated to interest is equal to the product of the fixed rate of interest multiplied by the unpaid principal balance multiplied by the period of time elapsed since the preceding payment of interest was made. "SOFR" means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. "SOFR Administrator" means the NYFRB (or a successor administrator of the secured overnight financing rate). "SOFR Administrator’s Website" means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. "SOFR Determination Date" has the meaning given to such term in the definition of 'Daily Simple SOFR. "SOFR Rate Day" has the meaning given to such term in the definition of 'Daily Simple SOFR. "Solvent" means, as to any Person at any time, having a state of affairs such that (i) the fair value of the property owned by such Person is greater than the amount of such Person's liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (ii) the present fair salable value of the property owned by such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (iii) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature; and (v) such Person is not engaged in business or a transaction, and is not about to engage in a business or a transaction, for which such Person's property would constitute unreasonably small capital. "Standard & Poor's" means S&P Global Ratings, a Standard & Poor's Financial Services LLC business. "State" means any state of the United States or the District of Columbia. "Step-up Event" means the occurrence as of any Reporting Date of any of the following events: 43

(i) the arithmetic mean of the Serviced Portfolio Net Loss Ratio for the three previous Collection Periods is greater than 5.25%; (ii) the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Prime) for the three previous Collection Periods is greater than 3.00% (provided, that no Step-up Event will occur under this clause (ii) if a Significant Take-out Date occurred during any of such three Collection Periods); (iii) the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Non-Prime) for the three previous Collection Periods is greater than 4.75% (provided, that no Step-up Event will occur under this clause (iv) if a Significant Take-out Date occurred during any of such three Collection Periods); (iv) the arithmetic mean of the Serviced Portfolio Delinquency Ratio for the three previous Collection Periods is greater than 3.50%; or (v) the arithmetic mean of the Conduit Portfolio Delinquency Ratio for the three previous Collection Periods is greater than 2.75% (provided, that no Step-up Event will occur under this clause (vi) if a Significant Take-out Date occurred during any of such three Collection Periods); Any Step-up Event that occurs will be deemed to be continuing until the earlier of (a) the first Reporting Date on which none of the events described above exists or (b) the effective date of any waiver that is provided by the Consenting Lenders with respect to the related Step-up Event. "Step-up Event (Non-Prime)" means any Step-up Event described in clause (iii), (iv), (v) or (vi) of the definition thereof. "Step-up Event (Prime)" means any Step-up Event described in clause (i), (ii), (v) or (vi) of the definition thereof. "Stop-Funding Event" means the occurrence of any of the following: (i) as of any Reporting Date, the arithmetic mean of the Serviced Portfolio Delinquency Ratio for the three previous Collection Periods is greater than 4.50%; (ii) as of any Reporting Date, the arithmetic mean of the Serviced Portfolio Net Loss Ratio for the three previous Collection Periods is greater than 6.00%; (iii) either (a) no Backup Servicing Agreement has been executed and become effective by the date required by Section 7.09(a) or (b) after the date on which the Borrower initially enters into a Backup Servicing Agreement, such Backup Servicing Agreement is thereafter terminated without the consent of the Required Lenders; or 44 (iv) the Servicer has not received written confirmation from the Administrative Agent on or prior to November 30, 2022 that either (A) in the commercially reasonable judgment of the Administrative Agent, any arrangement that is then in place and that provides the Administrative Agent, on behalf of the lenders, with protections relating to Collections prior to their deposit to the Collection Account is sufficient to provide the Administrative Agent and the Lenders with substantially similar protections, or a substantially similar level of protections, with respect to Collections as they had prior to the termination of the Amended and Restated Blocked Account Control Agreement, dated as of December 31, 2020, by and among DFC, the Administrative Agent, and the Lockbox Bank (provided, that the Administrative Agent acknowledges and agrees that entry by the Servicer into one or more commercially reasonable agreements that together (1) appoint a 'collateral agent' (or similarly named party) who is reasonably acceptable to the Administrative Agent, (2) who has 'control' (within the meaning of the UCC as then in effect in the relevant State) of the Lockbox Account and any other account or accounts into which Collections are then being deposited prior to their deposit to the Collection Account, on behalf of all parties who, from time to time, have interests in amounts on deposit in the Lockbox Account and any such other account or accounts (including the Administrative Agent and the Lenders with respect to Collections while on deposit in the Lockbox Account or such other account or accounts), and (3) contain intercreditor provisions governing all such interestholders' rights with respect to the respective deposits in which each has an interest, will be deemed to be an arrangement that provides substantially similar protections, or a substantially similar level of protections, with respect to Collections as required by this subclause (A)) or (B) the Administrative Agent has, in its sole discretion, waived the requirement to implement arrangements of the type described in clause (A). Any Stop-Funding Event that occurs will be deemed to be continuing until the earlier of (a) either (1) with respect to the Stop-Funding Events set forth in clauses (i), (ii) and (iii), the first Reporting Date on which none of the events described in such clauses exists, (2) with respect to the Stop-Funding Event set forth in clause (iv), the first date thereafter on which a Backup Servicing Agreement becomes effective in accordance with the terms of this Agreement or (b) the effective date of any waiver that is provided by the Required Lenders with respect to the related Step-up Event, or (3) with respect to the Stop-Funding Event set forth in clause (v), the first date thereafter on which the requirements of subclause (A) or (B) thereof are satisfied. "Subordinated Hedge Breakage Costs" means Hedge Breakage Costs payable by the Borrower to a Hedge Counterparty in connection with the termination of a Hedge Transaction where either (i) such Hedge Counterparty is a "Defaulting Party" (as such term is defined in the related Hedging Agreement) or (ii) such Hedge Counterparty is the sole "Affected Party" with respect to a "Termination Event" (as such terms are defined in the related Hedging Agreement), other than a Termination Event relating to illegality, force majeure and taxes, which by its terms applies to such Hedge Counterparty, in all cases other than to the extent of a return of equivalent collateral (and income thereon). 45

"Subordinated Monthly Interest Payment Amount" means, for any Payment Date, the difference of (i) the sum of (a) the amount of any accrued and unpaid Interest for such Payment Date, calculated pursuant to Section 2.07 plus (b) the Unused Commitment Fee, if applicable, minus (ii) the Senior Monthly Interest and Fees. "Subprime Receivable" means a Receivable (including an Online Originated Receivable) for which, at the time of underwriting, the related FICO Score was (i) less than 620 (including a FICO Score of zero) or (ii) there was no FICO Score. "Subsequent Loan" means each Loan made following the Initial Loan. "Subsequent Receivable" means each Receivable that becomes a part of the Collateral on a Funding Date other than the Funding Date relating to the Initial Loan. "Subsidiary" means, with respect to a Person, any entity with respect to which more than 50% of the outstanding voting securities shall at any time be owned or controlled, directly or indirectly, by such Person and/or one or more of its Subsidiaries, or any similar business organization which is so owned or controlled. "Successor Servicer" has the meaning given to such term in Section 7.14(b). "Supplemental Loan Amount" means, as of any Funding Date, the amount by which the portion of the Loans Outstanding funded by a Lender Group, after giving effect to the requested Loan on such Funding Date, exceeds the greater of (i) its Mandatory Commitment and (ii) the highest amount of the Loans Outstanding funded by such Lender Group on any prior date. "Supplemental Upfront Fee" means the fee payable by the Borrower on the related Funding Date in an amount equal to the product of (i) the Supplemental Upfront Fee Rate and (ii) the Supplemental Loan Amount. "Supplemental Upfront Fee Rate" has the meaning given to such term in the Fee Letter. "Take-out" means any transaction pursuant to which all or a portion of the Receivables are released from the Lien granted to the Administrative Agent hereunder, a corresponding portion of the Loans Outstanding are repaid, and such Receivables are transferred by the Borrower to the Seller or another Person. "Take-out Date" means the dateBusiness Day upon which a Take-out is consummated. "Take-out Date Certificate" means a certificate delivered by a Responsible Officer of the Servicer on the Take-out Date indicating that the requirements set forth in this Agreement for a Take-out has been satisfied. "Take-out Release" means a release executed pursuant to Section 2.12, substantially in the form of Exhibit E. 46 "Tangible Contract" means a Contract that constitutes 'tangible chattel paper' (under and as defined in the UCC as then in effect in the relevant State) evidencing any Receivable. "Tangible Net Worth" means at any time with respect to DFC, the difference of DFC's (i) assets minus (ii) liabilities minus (iii) without duplication, intangible assets, including goodwill, franchises, licenses, deferred tax assets, patents, trademarks, trade names, copyrights and service marks, in all cases calculated on a consolidated basis and in accordance with GAAP. "Target Rate" means (i) with respect to any Prime Receivable, 2.25% or (ii) with respect to any Non-Prime Receivable, 4.00%. "Tax" or "Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax, additional amounts or penalties applicable thereto. "Termination Date" means the earliest to occur of (i) the occurrence of the latest Commitment Termination Date, (ii) the Business Day designated by the Borrower to the Lenders as the Termination Date at any time following 30 days' prior written notice, (iii) the date on which a Servicer Termination Event occurs, (iv) the date on which the Termination Date either automatically occurs or is declared, as applicable, following the occurrence of a Termination Event and pursuant to Section 8.01(b) or (v) the date on which an Early Amortization Event occurs. "Termination Event" has the meaning given to such term in Section 8.01(a). "Transition Expenses" has the meaning given to such term in Section 7.14(f). "U.S. Person" means any Person that is a "United States person" as defined in Section 7701(a)(30) of the Code. "U.S. Tax Compliance Certificate" has the meaning specified in Section 2.11(g)(ii)(B)(3). "UCC" means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction. "Unadjusted Benchmark Replacement" means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. "United States" or "U.S." means the United States of America. "Unmatured Servicer Termination Event" means any event that, with the giving of notice or the lapse of time, or both, would become a Servicer Termination Event. "Unmatured Termination Event" means any event that, with the giving of notice or the lapse of time, or both, would become a Termination Event. 47

"Unreimbursed Servicer Advances" means, at any time, the amount of all previous Servicer Advances (or portions thereof) as to which the Servicer has not been reimbursed as of such time pursuant to Section 2.06. "Unused Commitment Fee" means, for any Interest Period prior to the commencement of the Amortization Period, the fee payable by the Borrower on the related Payment Date in an amount equal to product of (i) the Unused Commitment Fee Rate times (ii) an amount equal to the positive difference, if any, of (a) the average daily Aggregate Mandatory Commitment during such Interest Period minus (b) the average daily Loans Outstanding during such Interest Period times (iii) a fraction, (A) the numerator of which is the actual number of days during such Interest Period and (B) the denominator of which is 360. "Unused Commitment Fee Rate" has the meaning given to such term in the Fee Letter. "Upfront Fee" has the meaning given to such term in the Fee Letter. "U.S. Government Securities Business Day" means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. "Used Vehicle" means a Financed Vehicle that (i) has an odometer reading of 500 miles or greater, (ii) is a vehicle model that is more than two years old or (iii) was owned by and titled in the name of any Person (other than Lithia or DFC). "Weighted Average Hedge Rate" means, as of any date of determination, either (i) if the Borrower is party to one or more Hedge Transactions on such date (after giving effect to any Hedge Transactions that the Borrower enters into or terminates on such date), the weighted average (weighted by the notional amount of the related Hedge Transaction with respect to each amount described in clause (a) or clause (b) and by the excess, if any, of the Loans Outstanding over the aggregate notional amount of all outstanding Hedge Transactions with respect to the amount described in clause (c)) of (a) for each such Hedge Transaction that is in the form of an interest rate cap transaction, the threshold rate above which payments are made by the related Hedge Counterparty to the Borrower, (b) with respect to each such Hedge Transaction that is in the form of an interest rate swap transaction, the fixed rate payable by the Borrower thereunder, and (c) with respect to an amount equal to the excess, if any, of the Loans Outstanding over the aggregate notional amount of all outstanding Hedge Transactions on such date (after giving effect to any Hedge Transactions that the Borrower enters into or terminates on such date), the cap rate set forth in clause (B) of the definition of 'Hedge Reserve Account Required Amount' or (ii) if the Borrower is not party to any Hedge Transactions on such date (after giving effect to any Hedge Transactions that the Borrower enters into or terminates on such date), the cap rate set forth in clause (B) of the definition of 'Hedge Reserve Account Required Amount. "Weighted Average Overcollateralization Percentage" means, as of any date of determination, the percentage equivalent of a fraction, (i) the numerator of which equals the sum of (a) the product of (1) the applicable Required Overcollateralization Percentage with respect to Prime Receivables as of such date times (2) the difference of (A) the aggregate Adjusted 48 Principal Balance of all Prime Receivables that are Eligible Receivables as of such date minus (B) the portion of the Excess Concentration Amount that is allocable to the Prime Receivables as of such date plus (b) the product of (1) the applicable Required Overcollateralization Percentage with respect to Non-Prime Receivables as of such date times (2) the difference of (A) the aggregate Adjusted Principal Balance of all Non-Prime Receivables that are Eligible Receivables as of such date minus (B) the portion of the Excess Concentration Amount that is allocable to the Non-Prime Receivables as of such date, and (ii) the denominator of which is equal to the Net Eligible Pool Balance as of such date. For purposes of calculating the Weighted Average Overcollateralization Percentage on any date of determination, the Excess Concentration Amount on such date shall be allocated among the Prime Receivables and the Non-Prime Receivables based on the percentage of the Eligible Pool Balance that is represented, respectively, by the Adjusted Principal Balance of all Prime Receivables that are Eligible Receivables as of such date and the Adjusted Principal Balance of all Non-Prime Receivables that are Eligible Receivables as of such date. "Withholding Agent" means the Borrower and the Administrative Agent. Section 1.02. Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms shall be construed herein, all accounting determinations hereunder shall be made, all financial statements required to be delivered hereunder shall be prepared and all financial records shall be maintained in accordance with GAAP. Section 1.03. Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding". Section 1.04. Interpretation. When used in this Agreement, unless a contrary intention appears: (i) a term has the meaning assigned to it; (ii) "or" is not exclusive; (iii) "including" means including without limitation; (iv) words in the singular include the plural and words in the plural include the singular; (v) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vi) references to a Person are also to its successors and permitted assigns; (vii) the words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision hereof; (viii) references contained herein to Section, Schedule and Exhibit, as applicable, are references to Sections, Schedules and Exhibits in this Agreement unless otherwise specified; (ix) references to "writing" include printing, typing, lithography and other means of reproducing words in a visible form; and (x) the term "proceeds" has the meaning set forth in the applicable UCC. 49

ARTICLE TWO LOANS Section 2.01. Loans. (a) On the terms and conditions set forth herein, including this Section and Article Four, the Borrower may from time to time on any Business Day during the Revolving Period on which no Stop-Funding Event exists, request that each Lender make an advance (the aggregate amount of such advances on a Funding Date, a "Loan") in the amount of each such Lender's Lender Advance, to the Borrower on a Funding Date. Any such Loan may be made by a Conduit Lender in its sole discretion, and if not made by such Conduit Lender, either (i) shall be made by the related Committed Lender, to the extent that such Loan would not cause the portion of the Loans Outstanding funded by such Lender Group, determined after giving effect to such funding, to exceed its Mandatory Commitment, or (ii) may be made by the related Committed Lender in its sole discretion, to the extent that such Loan would cause the portion of the Loans Outstanding funded by such Lender Group, determined after giving effect to such funding, to exceed its Mandatory Commitment but be less than or equal to its Commitment. For the avoidance of doubt, neither any Conduit Lender nor any related Committed Lender shall have any obligation on any date to fund an amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Mandatory Commitment. (b) No later than 3:00 p.m., New York City time, two Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent of such proposed Funding Date and Loan by delivering to the Administrative Agent (with a copy to the Account Bank), and the Administrative Agent shall forward to each Agent upon receipt thereof: (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Borrowing Base as of the date the Loan is requested (including all components of such calculation, including any Excess Concentration Amounts) and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof (or, if less, an amount equal to the Aggregate Commitment after giving effect to any payments on the related Payment Date if the Funding Date occurs on a Payment Date); and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Loan. (c) Following receipt by the Administrative Agent and the Agents of a Funding Request, and prior to the Termination Date, each Lender Group severally agrees to make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), subject to the conditions contained herein, in an aggregate amount equal to the Loan so requested. 50 (d) In no event shall: (i) a Lender be required to fund a Principal Amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Mandatory Commitment; provided, that any Lender may elect, in its sole discretion, to fund any such Principal Amount; (ii) a Lender be required on any date to fund a Principal Amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Commitment; (iii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the extent that after giving effect to such Loan, the Loans Outstanding would exceed the Borrowing Base; (iv) the Principal Amount of any Loan exceed the Available Amount on such day; and (v) more than one Loan be funded on any Business Day. Section 2.02. Funding Mechanics. (a) If any Funding Request is delivered to the Administrative Agent after 3:00 p.m., New York City time, two Business Days prior to the proposed Funding Date, such Funding Request shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day and the proposed Funding Date of such proposed Loan shall be deemed to be the second Business Day following the date of such deemed receipt. Each Funding Request shall include a representation by the Borrower that (i) the requested Loan will not, on the related Funding Date, exceed the Available Amount and (ii) all conditions precedent to the making of such Loan have been satisfied or will be satisfied as of the proposed Funding Date. Any Funding Request shall be irrevocable. (b) Each Lender's Lender Advance of a Loan shall be made available to the Agent for its Lender Group, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 1:00 p.m., New York City time, on the applicable Funding Date, by deposit of immediately available funds to the Administrative Agent's Account. The Administrative Agent shall promptly notify the Borrower and the related Agent in the event that any Lender Group either fails to make such funds available before such time or notifies the Administrative Agent that it will not make such funds available before such time. Subject to the fulfillment of the applicable conditions set forth in Article Four, as determined by the Administrative Agent, the Administrative Agent will not later than 3:00 p.m., New York City time, on such Funding Date make all such funds deposited to the Administrative Agent’s Account by the Agents available, in the same type of funds received, by wire transfer thereof to the Borrower's Account. If any Lender Group makes available to the Administrative Agent funds for any Loan to be made by such Lender Group as provided in the foregoing provisions of this Article, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan set forth in Article Four are not satisfied or waived in accordance with the terms 51

hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to the related Agent for such Lender Group, without interest. (c) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided, that the Commitments of the Lender Groups are several and no Lender Group shall be responsible for any other Lender Group's failure to make Loans as required. Section 2.03. Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event. 52 Section 2.04. Extensions of Commitments. (a) Neither more than 120 days nor fewer than 60 days prior to any Commitment Termination Date, the Borrower may request in writing to the related Agent on behalf of its related Lender Group (with a copy to the Administrative Agent), that the related Committed Lender extend its Commitment Termination Date for an additional 364-day period as herein provided, which request will be granted or denied by each Lender Group in its sole discretion. Upon receipt of any such request, the related Agent shall notify each Committed Lender in its Lender Group. On or before the last day of the Election Period, the related Committed Lender shall notify the Agent for its Lender Group of its willingness or refusal to so extend its Commitment Termination Date; provided, that the failure of any Committed Lender to respond prior to the last day of the Election Period shall be deemed to be its refusal to so extend the Commitment Termination Date. The Agent for such Lender Group shall notify the Borrower and the Administrative Agent of such willingness or refusal by the Committed Lender not later than the Business Day following the last day of the Election Period. If (i) the Committed Lender in a Lender Group has agreed to extend the related Commitment Termination Date and (ii) as of the Commitment Termination Date then in effect, no Termination Event shall have occurred and be continuing, the Commitment Termination Date then in effect for each such Committed Lender that has agreed to extend the Commitment Termination Date shall be extended to the date which is 364 days following the Commitment Termination Date then in effect or, if such day is not a Business Day, the next preceding Business Day (or to any other date as agreed upon by the Borrower and each Committed Lender). (b) Within two Business Days following the end of an Election Period, the Agent for each Lender Group shall notify each other Lender in such Lender Group, the Administrative Agent and the Borrower of the identity of any Non-Extending Lender and the amount of its Commitment. The Administrative Agent and the Borrower may (but shall not be required to) request one or more other Committed Lenders to acquire all or a portion of the Commitment of the Non-Extending Lender and all amounts payable to it hereunder in accordance with Article Eleven on or prior to the related Commitment Termination Date of such Non-Extending Lender. Each Non-Extending Lender hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder to a replacement Committed Lender identified in accordance with the preceding sentence, subject to ratable payment of such Non-Extending Lender's Invested Percentage of the Loans Outstanding, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder. (c) Prior to the occurrence of the Termination Date, if a Partial Expiration Event has occurred, the Administrative Agent shall give notice to the Borrower and the Servicer to apply any Collections in accordance with Section 2.06(vii)(B), except as otherwise provided in Section 2.06, pro rata to the repayment of such amounts owing to any Non-Extending Lender as of the date of the related Partial Expiration Event, commencing no later than the first Payment Date which is at least two Business Days following the Commitment Termination Date for the Non-Extending Lender, specifying the amounts thereof. 53

Section 2.05. Payments. (a) Each Loan shall bear interest at a rate per annum calculated in accordance with this Section 2.05. (b) Interest computed by reference to Daily Simple SOFR hereunder shall be computed on the basis of a year of 360 days. Interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year). In each case interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable Alternate Base Rate, Adjusted Daily Simple SOFR or Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (c) The Borrower shall pay Interest on the unpaid Principal Amount of each Loan for the period from the related Funding Date until the date that such Loan shall be paid in full. Interest shall accrue during each Interest Period and be payable on the Loans Outstanding on each Payment Date in accordance with Section 2.06. (d) The principal of and Interest on the Loans shall be paid as provided herein. In the case of Loans owned by an Agent as agent for its Lender Group, such Agent shall allocate to the members of its Lender Group each payment in respect of the Loans received by such Agent as provided herein. Payments in respect of principal and Interest (including pursuant to Section 2.13) shall be allocated and applied to Owners of such Loan based on their respective Invested Percentages, or in any such case in such other proportions as each affected Lender may agree upon in writing from time to time with such Agent and the Borrower; provided, that from and after the Commitment Termination Date for each Dissenting Lender until the earlier to occur of (i) the Termination Date and (ii) the date on which the aggregate amount of payments in reduction of Loans Outstanding made after the date of the occurrence of the related Partial Expiration Event equals the Partial Expiration Event Amount, except as otherwise provided in Section 2.07, payments pursuant to Section 2.07(vi)(B) in reduction of the Partial Expiration Event Amount shall be allocated and applied to Non-Extending Lenders pro rata based on their respective Lender Percentages as of the date of the related Partial Expiration Event. (e) The interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.17(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative 54 Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. (f) At or before 3:00 p.m., New York City time, on the second (2nd) Business Day prior to each Reporting Date, (i) each Lender shall notify the Agent for its Lender Group, and such Agents will subsequently notify the Administrative Agent, of (A) Daily Simple SOFR in effect for each day during the related Interest Period, and (B) if applicable, the date on which the Alternate Base Rate became applicable to its Invested Percentage of the Loans Outstanding or a portion thereof. At or before 5:00 p.m., New York City time, on the second (2nd) Business Day prior to each Reporting Date, the Administrative Agent shall then notify the Borrower of all such rates. For such purposes, the Agents may rely conclusively on notices from Lenders as to the interest rate or rates from time to time applicable to their respective Invested Percentage of the Loans Outstanding. Each determination by a Lender of Daily Simple SOFR pursuant to this Agreement shall be conclusive and binding on the Lenders, each Agent, the Borrower, the Servicer, and the Collateral Custodian, in the absence of manifest error. (g) Notwithstanding any other provision of this Agreement or the other Basic Documents, if at any time the rate of interest payable by any Person under the Basic Documents exceeds the Maximum Lawful Rate, then, so long as the Maximum Lawful Rate would be exceeded, such rate of interest shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest so payable is less than the Maximum Lawful Rate, such Person shall continue to pay Interest at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total Interest that would have been received had Applicable Law not limited the interest rate so payable. In no event shall the total Interest received by a Lender under this Agreement and the other Basic Documents exceed the amount which such Lender could lawfully have received, had the Interest due been calculated from the Closing Date at the Maximum Lawful Rate. (h) The principal of and Interest on the Loans shall be paid as provided herein. In the case of Loans owned by an Agent as agent for its Lender Group, such Agent shall allocate to the members of its Lender Group each payment in respect of the Loans received by such Agent as provided herein. All payments made hereunder in respect of principal and Interest shall be allocated and applied to Owners of each Loan based on their respective Invested Percentages, or in any such case in such other proportions as each affected Lender may agree upon in writing from time to time with the related Agent and the Borrower; provided, that from and after the Commitment Termination Date for each Non-Extending Lender until the earlier to occur of (i) the Termination Date and (ii) the date on which the aggregate amount of payments in reduction of Loans Outstanding made after the date of the occurrence of the related Partial Expiration 55

Event equals the Partial Expiration Event Amount, except as otherwise provided in Section 2.06, payments pursuant to Section 2.06(vii)(B) in reduction of the Partial Expiration Event Amount shall be allocated and applied to Non-Extending Lenders pro rata based on their respective Lender Percentages as of the date of the related Partial Expiration Event. (i) At or before 5:00 p.m., New York City time, on the second (2nd) Business Day of each calendar month, each Agent shall notify the Administrative Agent, for subsequent notice to the Borrower, of its Interest Rate for the related Interest Period and (B) if applicable, the date on which the Alternate Base Rate became applicable to its Invested Percentage of the Loans Outstanding or a portion thereof. For such purposes, the Agents may rely conclusively on notices from Lenders as to the interest rate or rates from time to time applicable to their respective Invested Percentage of the Loans Outstanding. Each determination by a Lender of its Interest Rate pursuant to this Agreement shall be conclusive and binding on the Lenders, each Agent, the Borrower, the Servicer, the Backup Servicer and the Collateral Custodian, in the absence of manifest error. (j) Notwithstanding any other provision of this Agreement or the other Basic Documents, if at any time the rate of interest payable by any Person under the Basic Documents exceeds the Maximum Lawful Rate, then, so long as the Maximum Lawful Rate would be exceeded, such rate of interest shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest so payable is less than the Maximum Lawful Rate, such Person shall continue to pay Interest at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total Interest that would have been received had Applicable Law not limited the interest rate so payable. In no event shall the total Interest received by a Lender under this Agreement and the other Basic Documents exceed the amount which such Lender could lawfully have received, had the Interest due been calculated from the Closing Date at the Maximum Lawful Rate. Section 2.06. Settlement Procedures. On each Payment Date, the Servicer shall instruct the Account Bank to pay, to the following Persons, from the Collection Account to the extent of Available Funds the following amounts in the following order of priority, as set forth in the related Monthly Report: (i) First, to the Servicer, an amount equal to any Unreimbursed Servicer Advances, to the extent not previously retained by the Servicer; (ii) Second, to the Backup Servicer, the Backup Servicing Fee, any out-of-pocket expenses that are reimbursable to the Backup Servicer pursuant to the Backup Servicing Agreement (including any Transition Expenses, but only if the Backup Servicer is not the Successor Servicer), and any indemnifiable amounts due to the Backup Servicer; provided, that Transition Expenses payable to the Backup Servicer pursuant to this clause may not exceed $100,000 in any calendar year; (iii) Third, pro rata (A) to the Servicer (including any Successor Servicer), the accrued and unpaid Servicing Fee and all Ancillary Fees to the extent not previously retained by the Servicer and (B) to any Successor Servicer, any out-of-pocket expenses and indemnities due to the Successor Servicer; provided, 56 that aggregate amounts payable to any Successor Servicer pursuant to this clause may not exceed $100,000 in any calendar year; (iv) Fourth, pro rata (A) to each Hedge Counterparty (based on amounts due to each Hedge Counterparty pursuant to this subclause), any net payments due and payable under the related Hedging Agreement (other than Hedge Breakage Costs), and (B) to the Administrative Agent (based on amounts due to the members of each Lender Group pursuant to this subclause), for further payment to each Lender, an amount equal to the sum of (1) the portion of Senior Monthly Interest and Fees due to members of the related Lender Group plus (2) any Breakage Costs of any Lender; (v) Fifth, pro rata (A) to each Hedge Counterparty that has any due and payable Hedge Breakage Costs (other than Subordinated Hedge Breakage Costs), such Hedge Breakage Costs, and (B) to the Administrative Agent (based on Lender Percentage) for further payment to each Lender, the Monthly Principal Payment Amount; (vi) Sixth, if the Termination Date has not occurred but a Partial Expiration Event has occurred, pro rata to the Administrative Agent for a Lender Group that includes a Non-Extending Lender (based on the Loans Outstanding to each such Non-Extending Lender) for further payment to each Non-Extending Lender, an amount equal to the product of (A) such Non-Extending Lender's Invested Percentage as of its Commitment Termination Date times (B) all remaining Available Funds until the portion of the Loan Outstanding owned by such Non-Extending Lender is reduced to zero; (vii) Seventh, to the Administrative Agent (based on the amount of the Subordinated Monthly Interest Payment Amount due to members of the related Lender Group), for further payment to each Lender, the Subordinated Monthly Interest Payment Amount; (viii) Eighth, pro rata to each Hedge Counterparty that has any due and payable Subordinated Hedge Breakage Costs (based on such amounts due), such Subordinated Hedge Breakage Costs; (ix) Ninth, to the Administrative Agent (based on such amounts due) for further payment to each Lender or the related Indemnified Parties, all other Aggregate Unpaids (other than the principal amount of the Loans Outstanding) then due to the Lenders and Indemnified Parties under this Agreement; (x) Tenth, pro rata (based on such amounts due) to the Backup Servicer and the Successor Servicer, any fees, expenses (including Transition Expenses) and indemnities not paid pursuant to clauses (ii) or (iii), above, as applicable; and 57

(xi) Eleventh, any remaining amount shall be distributed to, or as otherwise directed by, the Borrower. Section 2.07. Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m., New York City time, on the day when due in Dollars in immediately available funds to the Administrative Agent's account, for further payment by the Administrative Agent to the Persons to who such amounts are due and payable. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 3:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of an Agent, a Lender or the Administrative Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian or any Lender or Agent or (ii) the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian or any Lender or Agent receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian or any Lender or Agent, as the case may be. Section 2.08. Collections and Allocations; Investment of Funds. 58 (a) On or before the applicable Funding Date, the Borrower or the Servicer shall direct and instruct all related Obligors to make payments in respect of the related Receivables that are made (i) by mail to be made directly to the Lockboxes and (ii) by electronic payments to be made to the Lockbox Account. On and after the applicable Funding Date, the Borrower and the Servicer shall use commercially reasonable efforts to ensure that all Collections are deposited to the Lockbox Account (unless this Agreement specifically provides that such Collections are to be deposited directly to the Collection Account). (b) The Servicer shall instruct the Lockbox Bank to remove all Collections from the Lockbox Account and deposit such amounts into the Collection Account within two Business Days of their deposit to the Lockbox Account. The Servicer and the Borrower shall deposit all other Collections to the Collection Account as soon as practicable, but in no event later than two Business Days after receipt thereof, and at all times prior to such deposit to the Collection Account the Servicer or the Borrower, as applicable, shall hold such Collections in trust for the benefit of the Administrative Agent. Notwithstanding the foregoing, the Servicer shall be permitted to make all deposits in accordance with Section 7.03(c)(v) whenever the conditions set forth in that Section are satisfied. (c) The Servicer shall be entitled to retain and to reimbursement of all amounts remitted by or on behalf of the Obligors to the Servicer under the terms of, or with respect to, the related Receivables, that represent Ancillary Fees. (d) To the extent there are uninvested amounts on deposit in the Collection Account or the Hedge Reserve Account, such amounts shall be invested in Permitted Investments that mature no later than the Business Day before the next Payment Date, which Permitted Investments shall be selected (i) prior to the occurrence of any Termination Event, by the Borrower or (ii) from and after the occurrence of any Termination Event, by the Administrative Agent. Absent the written instruction of the Borrower or the Administrative Agent, the Account Bank shall invest funds on deposit in the Collection Account and the Hedge Reserve Account in Permitted Investments described in clause (v) of the definition thereof. No Permitted Investment may be purchased at a premium or sold at a loss. Any earnings (and losses) on the foregoing investments shall be for the account of the Borrower. (e) At any time that any amounts are on deposit in the Hedge Reserve Account, (i) the Administrative Agent may, in its sole discretion, enter into one or more Hedge Transactions on behalf of the Borrower in the form of interest rate cap transactions, any up-front payments related to which will be paid with amounts that are withdrawn from the Hedge Reserve Account or (ii) if a Mandatory Hedging Condition exists, the Borrower may elect to withdraw amounts that are on deposit in the Hedge Reserve Account in order to fund any up-front payments that it is required to pay under Hedge Transactions that it enters into in order to ensure that it is Fully Hedged. With respect to any Hedge Transaction entered into by the Administrative Agent pursuant to clause (i), the Administrative Agent shall provide a copy of all applicable documentation related to such Hedge Transaction to the Borrower and the Servicer. (f) If on any Payment Date no Termination Event or Unmatured Termination Event has occurred and is continuing, then if the amount on deposit in the Hedge Reserve Account is greater than the Hedge Reserve Account Required Amount as of such Payment Date, the initial 59

Servicer may withdraw such excess amount and pay such amount to, or at the direction of, the Borrower. Furthermore, any amounts remaining on deposit in the Hedge Reserve Account (i) while a Mandatory Hedging Condition exists and (ii) at any time that the Borrower is Fully Hedged, may be withdrawn from the Hedge Reserve Account by the initial Servicer and paid to, or as directed by, the Borrower. Section 2.09. Fees. The Borrower hereby agrees to pay to the Administrative Agent, for further payment to each Agent, to the extent of Available Funds, for the account of the related Lenders, monthly in arrears, the Unused Commitment Fee from the Collection Account in accordance with Section 2.06. Payments of the Unused Commitment Fee shall be allocated and paid to Owners based upon their respective Invested Percentages for the applicable Interest Period. (b) The Servicer and the Backup Servicer shall be entitled to receive any accrued and unpaid fees due to them, respectively, in accordance with Section 2.06. (c) The Borrower shall pay to the Administrative Agent, for further payment to each Agent, on the Amendment No. 9 Effective Date the Upfront Fee and from time to time any reasonable out-of-pocket expenses (including fees charged by any nationally recognized statistical rating organization in connection with reviewing the transactions contemplated by this Agreement) in immediately available funds. (d) The Borrower shall pay to the Administrative Agent, for further payment to each Agent, on each applicable Funding Date the Supplemental Upfront Fee, if any, in immediately available funds (e) The Borrower shall pay to Morgan, Lewis & Bockius, LLP, counsel to the Administrative Agent and the Lenders, in immediately available funds and in all cases within 30 days after receiving an invoice for the related amounts, its reasonable fees and out-of-pocket expenses for services rendered to the Administrative Agent and the Lenders after the Amendment No. 9 Effective Date. (f) The Borrower shall pay to the Administrative Agent from time to time the reasonable out-of-pocket expenses of any on-going surveillance fees charged by any nationally recognized statistical rating organization in connection with reviewing the transactions contemplated by this Agreement. Section 2.10. Increased Cost and Reduced Return. If any Regulatory Requirement (i) subjects any Lender or Credit Provider to any charge or withholding on or with respect to any Liquidity Facility or this Agreement or a Lender or Credit Provider's obligations under a Liquidity Facility or this Agreement or on or with respect to the Receivables, or changes the basis of taxation of payments to any Lender or any Credit Provider of any amounts payable under any Liquidity Facility or this Agreement (except for changes in the rate of Tax on the overall net income of a Lender or Credit Provider, Indemnified Taxes or Excluded Taxes), (ii) imposes, modifies or deems applicable any reserve, assessment, fee, tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes), insurance charge, special deposit or similar requirement against 60 assets of, deposits with or for the account of, or liabilities of a Credit Provider or a Lender, or credit extended by a Credit Provider or a Lender pursuant to a Liquidity Facility or this Agreement or, (iii) imposes any other condition the result of which is to increase the cost to a Credit Provider or a Lender of performing its obligations under a Liquidity Facility or this Agreement, or to reduce the rate of return on a Credit Provider's or Lender's capital or assets as a consequence of its obligations under a Liquidity Facility or this Agreement, or to reduce the amount of any sum received or receivable by a Credit Provider or a Lender under a Liquidity Facility or this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Administrative Agent, the Borrower shall pay to the Administrative Agent, for the benefit of the relevant Credit Provider or Lender, such amounts charged to such Credit Provider or Lender or such amounts to otherwise compensate such Credit Provider or such Lender for such increased cost or such reduction. The term "Regulatory Requirement" shall mean (i) the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy or liquidity coverage) or any change therein after the date hereof, or (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency; provided, that for purposes of this definition, (A) the Dodd-Frank Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (B) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel III, shall in each case be deemed to be a "Regulatory Requirement", regardless of the date enacted, adopted, issued or implemented. The Borrower acknowledges that any Lender or Credit Provider may institute measures in anticipation of a Regulatory Requirement (including, without limitation, the imposition of internal charges on such Person's interests or obligations under this Agreement or any Liquidity Facility), and may commence allocating charges to or seeking compensation from the Borrower under this Section in connection with such measures, in advance of the effective date of such Regulatory Requirement (such charges or compensation, "Early Adoption Increased Costs"). The Borrower agrees to pay Early Adoption Increased Costs to the Administrative Agent, for the benefit of such Lender or Credit Provider, which are incurred by such Lender or Credit Provider, beginning sixty (60) days after delivery by such Lender or Credit Provider (or the Agent on its behalf) to the Borrower of a written representation and warranty (an "Early Adoption Increased Costs Representation") to the effect that such Lender or Credit Provider is () recognizing Early Adoption Increased Costs, (y) setting forth the amount or amounts necessary to compensate such Lender or Credit Provider and (z) that such Lender or Credit Provider actually incurred such costs. The Borrower further acknowledges that any charge or compensation demanded hereunder may take the form of a monthly charge to be assessed by such Lender or Credit Provider. For the avoidance of doubt, the Borrower shall not be required to pay any Early Adoption Increased Costs incurred by any Lender or Credit Provider prior to the expiration of sixty (60) days after receipt by the Borrower of the Early Adoption Increased Costs 61

Representation from or on behalf of such Lender or Credit Provider. The Early Adoption Increased Costs Representation shall be conclusive absent manifest error. (b) Failure or delay on the part of any Lender or Credit Provider to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or Credit Provider's right to demand such compensation; provided, that the Borrower shall not be required to compensate a Lender or Credit Provider pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or Credit Provider, as the case may be, notifies the Borrower of the Regulatory Requirement giving rise to such increased costs or reductions, and of such Lender's or Credit Provider's intention to claim compensation therefor (except that, if the Regulatory Requirement giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). Section 2.11. Taxes (a) Defined Term. For purposes of this Section, the term "applicable law" includes FATCA. (b) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Borrower Basic Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. (c) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (d) Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified 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 Borrower 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. 62 (e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender's failure to comply with the provisions of Section 11.01(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Borrower Basic Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Borrower Basic Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). (f) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (g) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Borrower Basic Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower 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 2.11(g)(ii)(A), (ii)(B) and (ii)(D) 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. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which 63

such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is not subject to U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Borrower Basic Document, executed copies of IRS Form W-8BEN orW-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "interest" article of such tax treaty and (y) with respect to any other applicable payments under any Borrower Basic Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) executed copies of IRS Form W-8BEN or W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided, that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender 64 may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Borrower Basic 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 Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower 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, if any. Solely for purposes of this clause, "FATCA" shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or within five Business Days of its knowledge thereof notify the Borrower and the Administrative Agent in writing of its legal inability to do so. (h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, 65

shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person (i) Survival. Each party's obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Borrower Basic Document. (j) If the Borrower is required to pay additional amounts to or for the benefit of any Lender or Credit Provider pursuant to this Section as a result of a change of law or treaty occurring after such Lender or Credit Provider first became a party to this Agreement, such Lender or Credit Provider will, at the Borrower's request, change the jurisdiction of its applicable lending office if, in the sole judgment of such Lender or Credit Provider, such change (i) will eliminate or reduce any such additional payment which may thereafter accrue and (ii) will not, in the judgment of such Lender or Credit Provider, be otherwise disadvantageous to it or inconsistent with its internal policies. Section 2.12. Take-outs. On any Business Day, the Borrower shall have the right to prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent (who will notify each Agent), the Servicer and the Backup Servicer at least ten Business Days' prior written notice of its intent to effect the related Take-out; (ii) unless a Take-out is to be effected on a Payment Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent (A) a Take-out Date Certificate (which shall include a calculation of the Borrowing Base after giving effect to such Take-out), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Take-out Date to effect such Take-out in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out and (B) a computer tape of the Receivables, both before and after giving effect to such Take-out; 66 (iii) on the related Take-out Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Take-out and the release to the Borrower of the related Receivables on the related Take-out Date, (A) no Borrowing Base Deficiency exists, (B) neither an Unmatured Termination Event nor a Termination Event has occurred, nor will either result from such Take-out, (C) the fractional portion of the Eligible Pool Balance that represents the aggregate Adjusted Principal Balance of all Delinquent Receivables constituting Collateral will be no greater than 175% of the fractional portion of the Eligible Pool Balance that was represented by the aggregate Adjusted Principal Balance of all Delinquent Receivables that constituted Collateral immediately prior to the release of the related Receivables and (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Adjusted Principal Balance of all Defaulted Receivables constituting Collateral will be no greater than 150% of the fractional portion of the Eligible Pool Balance that was represented by the aggregate Adjusted Principal Balance of all Defaulted Receivables that constituted Collateral immediately prior to the release of the related Receivables; (iv) on the related Take-out Date, the Servicer shall have received an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released and the Administrative Agent shall have received, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, and shall then distribute to the applicable entities, an amount equal to the sum of (A) the portion of the Loans Outstanding to be prepaid, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the Loans Outstanding to be paid in connection with the Take-out, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto; and (v) on or prior to the related Take-out Date, the Borrower shall have delivered to the Administrative Agent an updated Schedule of Receivables listing all Receivables that will continue to be owned by the Borrower immediately following the related Take-out. (b) The Borrower hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, the Lenders and the Account Bank in connection with any Take-out (including expenses incurred in connection with the release of the Lien of the Administrative Agent, the Lenders and any other party having such an interest in the Receivables in connection with such Take-out). (c) In connection with any Take-out, on the related Take-out Date, subject to satisfaction of the conditions referred to in this Section, the Administrative Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the portion of the 67

Receivables (and the other related Collateral) to be released to the Borrower, including a Take-out Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver, or cause to be delivered, any portion of the Receivables (and the other related Collateral) to be released to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the portion of the Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower such Receivables and related Collateral. Section 2.13. The Account Bank. (a) The Borrower hereby appoints JPMorgan Chase Bank, N.A. as the initial Account Bank. All payments of amounts due and payable in respect of the Obligations that are to be made from amounts withdrawn from the Collection Account shall be made on behalf of the Borrower by the Account Bank. (b) The Account Bank shall not be charged with knowledge of any Early Amortization Event, Termination Event or Unmatured Termination Event unless a Responsible Officer of the Account Bank obtains actual knowledge of such event or the Account Bank receives written notice of such event from the Borrower, the Servicer or any Secured Party. (c) Without limiting the generality of this Section, the Account Bank shall have no duty (i) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Collateral, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iii) to see to the payment or discharge of any Tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Contracts, (iv) to confirm or verify the contents of any reports or certificates of the Servicer or the Borrower delivered to the Account Bank pursuant to this Agreement believed by the Account Bank to be genuine and to have been signed or presented by the proper party or parties or (v) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Borrower's or the Servicer's representations, warranties or covenants or the initial Servicer's duties and obligations as Servicer and as custodian of books, records, files and computer records relating to the Contracts under this Agreement. (d) The Account Bank shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Account Bank to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement. (e) The Account Bank may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, any Monthly Report, certificate of auditors or 68 any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (f) The Account Bank may consult with counsel of its choice with regard to legal questions arising out of or in connection with this Agreement and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Account Bank in good faith in accordance therewith. (g) The Account Bank shall be under no obligation to exercise any of the rights, powers or remedies vested in it by this Agreement (except to comply with its obligations under this Agreement and any other Basic Document to which it is a party) or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of the Administrative Agent pursuant to the provisions of this Agreement, unless the Administrative Agent, on behalf of the Secured Parties, shall have offered to the Account Bank reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (h) The Account Bank shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by a Secured Party; provided, that if the payment within a reasonable time to the Account Bank of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Account Bank, not reasonably assured by the Borrower, the Account Bank may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Borrower or, if paid by the Account Bank, shall be reimbursed by the Borrower upon demand. (i) The Account Bank may execute any of the trusts or powers hereunder or perform any duties under this Agreement either directly or by or through agents or attorneys or a custodian. The Account Bank shall not be responsible for any misconduct or negligence of any such agent or custodian appointed with due care by it hereunder. (j) (i) The Account Bank shall have no duties or responsibilities except those that are specifically set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Account Bank. If the Account Bank shall request instructions from the Administrative Agent or the Servicer with respect to any act, action or failure to act in connection with and as set forth in this Agreement, the Account Bank shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Account Bank shall have received written instructions from the Administrative Agent or the Servicer, as applicable without incurring any liability therefor to the Administrative Agent, the Borrower, the Servicer or any other person. (ii) The Account Bank may act in reliance upon any written communication of the Administrative Agent concerning the delivery of Collateral pursuant to this Agreement. The Account Bank does not assume and shall have no 69

responsibility for, and makes no representation as to, monitoring the value of the Contracts and other Collateral. The Account Bank shall not be liable for any action or omission to act hereunder, except for its own gross negligence, bad faith or willful misconduct. THE FOREGOING PROVISIONS SHALL APPLY WHETHER OR NOT SUCH LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY THE ACCOUNT BANK. (k) Control Provisions (i) The parties acknowledge and agree that the Collection Account is intended to be a "securities account" (as defined in Section 8-501 of the UCC), and the Account Bank shall be the "securities intermediary" with respect to the Collection Account. Notwithstanding such intention, (x) if the Collection Account constitutes a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), the provisions of this Agreement governing a "deposit account" shall apply to such Collection Account. (ii) All securities or other property, including Permitted Investments, constituting financial assets credited to the Collection Account (other than cash) shall be registered in the name of the Account Bank, indorsed to the Account Bank or in blank or credited to another securities account maintained in the name of the Account Bank, and in no case will any financial asset credited to the Collection Account be registered in the name of the Borrower or any other person, payable to the order of the Borrower or any other person or specially indorsed to the Borrower or any other person except to the extent the foregoing have been specially indorsed to the Account Bank or in blank. (iii) All property delivered to the Account Bank pursuant to this Agreement that is granted to the Administrative Agent, as agent for the Secured Parties shall be promptly credited to the Collection Account in accordance with the terms of this Agreement. (iv) The Collection Account is an account to which financial assets or other property are or may be credited, and the Account Bank shall, subject to the terms of this Agreement, treat the Borrower as entitled to exercise the rights that comprise any financial asset or other property credited to such account. (v) The Account Bank hereby agrees that each item of property (whether investment property, financial asset, security, instrument, general intangible or cash) credited to the Collection Account to the extent that it constitutes a securities account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC. 70 (vi) If at any time the Account Bank shall receive any order from the Administrative Agent as agent for the Secured Parties directing transfer or redemption of any financial asset relating to the Collection Account or any instruction originated by the Secured Party directing the disposition of funds in the Collection Account, the Account Bank shall comply with such entitlement order or instruction without further consent by the Borrower or any other person. If the Borrower is otherwise entitled to issue entitlement orders or instructions and such entitlement orders or instructions conflict with any entitlement order or instruction issued by the Secured Party, the Account Bank shall follow the entitlement orders or instructions issued by the Secured Party. (vii) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the "bank's jurisdiction" (within the meaning of Section 9-304 of the UCC) and the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC). Section 2.14. Cost of Funds Disclosure and Exculpatory Language. JPMorgan Chase Bank hereby notifies the Borrower and the initial Servicer that: (i) JPMorgan Chase Bank and/or its affiliates may from time to time purchase, hold or sell, as principal and/or agent, Commercial Paper Notes issued by any Conduit Lender that is a member of the JPMorgan Lender Group; (ii) JPMorgan Chase Bank and/or its affiliates act as administrative agent for such Conduit Lenders, and as administrative agent JPMorgan Chase Bank manages such Conduit Lenders' issuance of Commercial Paper Notes, including the selection of amount and tenor of Commercial Paper Notes issuance, and the discount or interest rate applicable thereto; (iii) JPMorgan Chase Bank and/or its affiliates act as a Commercial Paper Notes dealer for such Conduit Lenders; and (iv) JPMorgan Chase Bank's activities as administrative agent and Commercial Paper Notes dealer for such Conduit Lenders, and as a purchaser or seller of Commercial Paper Notes, impact the interest or discount rate applicable to the Commercial Paper Notes issued by each such Conduit Lender, which impact the CP Rate paid by the Borrower hereunder. By execution hereof, each of the Borrower and the initial Servicer hereby (x) acknowledges the foregoing and agrees that JPMorgan Chase Bank does not warrant or accept any responsibility for, and shall not have any liability with respect to, the interest or discount rate paid by any Conduit Lender in the JPMorgan Lender Group in connection with its Commercial Paper Notes issuance; (y) acknowledges that the discount or interest rate at which JPMorgan Chase Bank and/or its affiliates purchase or sell Commercial Paper Notes will be determined by JPMorgan Chase Bank and/or its affiliates in their sole discretion and may differ from the discount or interest rate applicable to comparable transactions entered into by JPMorgan Chase Bank and/or its affiliates on the relevant date; and (z) waives any conflict of interest arising by reason of JPMorgan Chase Bank and/or its affiliates acting as administrative agent and Commercial Paper Notes dealer for any such Conduit Lender while acting as purchaser or seller of Commercial Paper Notes. Section 2.15. Replacement of Lender Group. If (a) any Lender or Credit Provider requests compensation under Section 2.10 or (b) any Committed Lender becomes a Defaulting Committed Lender, then the Borrower may, at its sole expense and effort, upon notice to the related Agent and the Administrative Agent, require each Lender in such Agent's Lender Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.01), all of its respective interests, rights and obligations under this 71

Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a member of a Lender Group hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) each member of such assigning Lender Group shall have received payment of an amount equal to all outstanding Loans funded or maintained by such Lender Group, together with all accrued Interest thereon and all accrued Unused Commitment Fees, as applicable, and any other Obligations payable to them hereunder and under the Basic Documents, from the assignee (to the extent of such outstanding Loans) or Seller (in the case of all other amounts), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist. Section 2.16. Defaulting Committed Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Committed Lender becomes a Defaulting Committed Lender, then the following provisions shall apply for so long as such Committed Lender is a Defaulting Committed Lender: (i) Unused Commitment Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Committed Lender pursuant to Section 2.09(a); (ii) notwithstanding anything to the contrary contained in Section 2.03 hereof, the unused portion of the Commitment of such Defaulting Committed Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Committed Lenders; (iii) neither the Commitment nor the Loans of such Defaulting Committed Lender shall be included in determining whether all Lenders, a majority of the Lenders, the Consenting Lenders or the Required Lenders have taken or may take any action hereunder and the Agent of the Lender Group which includes such Defaulting Committed Lender shall not be included in determining whether all Agents have taken or may take any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 13.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders or Agents or each affected Lender or Agent, as applicable, which affects such Defaulting Committed Lender or the related Agent differently than other affected Lenders or Agents shall require the consent of such Defaulting Committed Lender or the related Agent, as applicable; and (iv) the Borrower may replace such Defaulting Committed Lender in accordance with Section 2.15 of this Agreement. 72 (b) In the event that the Administrative Agent determines that a Defaulting Committed Lender has adequately remedied all matters that caused such Committed Lender to be a Defaulting Committed Lender, then (i) the Lender Percentages shall be readjusted to reflect the inclusion of such Committed Lender's Commitment and on such date such Committed Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Agents shall determine may be necessary in order for such Committed Lender to hold such Loans in accordance with its Lender Percentage and (ii) the provisions of clause (a), above, shall, from and after such determination, cease to be of further force or effect with respect to such Committed Lender. Section 2.17. Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d) and (e) of this Section 2.17, if: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR or Daily Simple SOFR; or (ii) the Administrative Agent is advised by the Required Lenders that at any time, the applicable Adjusted Daily Simple SOFR or Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark, the Loans shall bear interest at the Alternate Base Rate. (b) Notwithstanding anything to the contrary herein or in any other Basic Document (and any Hedging Agreements shall be deemed not to be a 'Basic Document' for purposes of this Section 2.17), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Basic Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Basic Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Basic Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Basic Document, any amendments implementing such Benchmark Replacement Conforming 73

Changes will become effective without any further action or consent of any other party to this Agreement or any other Basic Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.17, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Basic Document, except, in each case, as expressly required pursuant to this Section 2.17. (e) Upon the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period, and at all times during the continuation of a Benchmark Unavailability Period, the Loans will bear interest at the Alternate Base Rate. (f) Notwithstanding anything to the contrary herein or in any other Basic Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of 'Interest Period' for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of 'Interest Period' for all Benchmark settings at or after such time to reinstate such previously removed tenor. ARTICLE THREE SECURITY Section 3.01. Collateral. (a) The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Lenders to the Borrower under Applicable Law. As collateral security for the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations, the Borrower hereby grants to the Administrative Agent, as agent for the Secured Parties, a lien on and security interest in all of the Borrower's right, title and interest in, to and 74 under the following, whether now existing or owned or hereafter arising or acquired by the Borrower (collectively, the "Collateral"): (i) the Receivables and the related Contracts (including the right to service the Receivables in connection therewith) and any accounts or obligations evidenced thereby, any guarantee thereof, all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Receivables) or to become due or received by any Person in payment of any of the foregoing on or after the related Cutoff Date; (ii) the Financed Vehicles related to such Receivables (including Financed Vehicles that have been repossessed) or in any document or writing evidencing any security interest in any Financed Vehicle and each security interest in each Financed Vehicle securing each such Receivable, including all proceeds from any sale or other disposition of such Financed Vehicles; (iii) the Account Collateral; (iv) the Borrower's rights to Collections on deposit in the Lockbox Account; (v) subject to the Control Agreement, the Borrower's rights to the Collection Account and the Hedge Reserve Account; (vi) all Hedge Collateral; (vii) all Receivable Files, the Schedule of Receivables, and all documents, agreements and instruments included in the Receivable Files, including rights of recourse of the Borrower against DFC and/or any Dealer with respect to the Receivables; (viii) all Records, documents and writings evidencing or related to the Receivables or the Contracts; (ix) all rights to payment under all Insurance Policies with respect to a Financed Vehicle, including any monies collected from whatever source in connection with any default of an Obligor with respect to a Financed Vehicle and any proceeds from claims or refunds of premiums on any Insurance Policy; (x) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivables, whether pursuant to the related Contracts or otherwise; (xi) all rights to payment under all service contracts and other contracts and agreements associated with the Receivables; 75

(xii) all security interests, Liens, guaranties and other encumbrances in favor of or assigned or transferred to the Borrower in and to the Receivables and Financed Vehicles; (xiii) all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing (subject to the Control Agreement); (xiv) the Purchase Agreement (including each Purchase Agreement Supplement) and remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against DFC under or in connection with the Purchase Agreement; and (xv) all income and proceeds of the foregoing. (b) The grant under this Section does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent, any Agent, or any other Secured Party of any obligation of the Borrower or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under the Contracts to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under the Collateral and (iii) none of the Administrative Agent, any Agent, or any other Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, nor shall any of the Administrative Agent, any Agent, or any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Each of DFC and the Borrower represents and warrants as to itself that each remittance of Collections by DFC or the Borrower to the Administrative Agent or any Lender hereunder will have been (A) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Lenders and the Borrower and (B) made in the ordinary course of business or financial affairs of the Lenders and the Borrower. (c) Notwithstanding the foregoing grant of security interest, no account, instrument, chattel paper or other obligation or property of any kind due from, owned by or belonging to a Sanctioned Person shall be Collateral. Section 3.02. Release of Collateral; No Legal Title. (a) At the same time as any Contract (i) expires by its terms or (ii) has been prepaid in full, and in each case all amounts in respect thereof have been paid by the related Obligor and subsequently deposited into a Lockbox Account or the Collection Account, the Administrative Agent will, to the extent requested by the Servicer, promptly release its interest and lien in such Contract and the related Collateral. In connection with any sale of a Financed Vehicle, after the deposit by the Servicer of the proceeds of such sale into the Lockbox Account and subsequent deposit within two Business Days thereafter into the Collection Account, the Administrative Agent will, at the sole expense of the Servicer (which, in the case of any Successor Servicer, 76 shall be reimbursable in accordance with the provisions of Section 2.06), promptly execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may reasonably request in order to effect the release and transfer of such Financed Vehicle; provided, that the Administrative Agent will not make any representation or warranty, express or implied, with respect to any such Financed Vehicle in connection with such sale or transfer and assignment. Nothing in this Section shall diminish the Servicer's obligations pursuant to Section 7.03 with respect to the proceeds of any such sale. (b) Upon (i) the transfer of any Receivables and the related Collateral in connection with a Take-out or (ii) the Facility Termination Date, the Administrative Agent, at the Borrower's expense, upon payment in full of the related Aggregate Unpaids, shall execute and file such partial or full releases or partial or full assignments of financing statements and other documents and instruments as may be reasonably requested by the Borrower to effectuate the release of the relevant portion of the Collateral. Section 3.03. Protection of Security Interest; Administrative Agent, as Attorney-in-Fact. (a) The Borrower agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may reasonably be necessary or desirable, or that the Administrative Agent may deem necessary, to perfect, protect, or more fully evidence the security interest granted to the Administrative Agent in the Receivables and the other Collateral, or to enable the Secured Parties to exercise and enforce their rights and remedies hereunder and thereunder; provided, that prior to the declaration of a Termination Event, the Borrower shall in no case be required to relien a security interest on any Financed Vehicle in favor of the Administrative Agent or other Secured Party. (b) If the Borrower fails to perform any of its obligations hereunder after five Business Days' notice from any Secured Party, such Secured Party may (but shall not be required to) perform, or cause performance of, such obligation; and the reasonable costs and expenses of such Secured Party incurred in connection therewith shall be payable by the Borrower as provided in Article Nine. The Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent, as its attorney-in-fact to act on behalf of the Borrower, (i) to execute or cause to be executed on behalf of the Borrower as debtor and to file financing statements necessary or desirable in the Administrative Agent's sole discretion to perfect and to maintain the perfection and priority of the interest of the Secured Parties in the Receivables and the other Collateral and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables and the other Collateral, as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Secured Parties in the Receivables and the other Collateral. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its reasonable discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Administrative Agent herein. The Borrower hereby authorizes the filing of financing statements describing the collateral as "all assets of the debtor, whether now owned or existing or hereafter acquired or 77

arising and wherever located, and all proceeds and products thereof" or words to that effect. This appointment is coupled with an interest and is irrevocable. Section 3.04. Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Agent that the Borrower has assigned to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower's right and title to and interest in the Purchase Agreement (including each Purchase Agreement Supplement). The Borrower confirms that, during the continuation of a Termination Event, the Administrative Agent shall have the sole right to enforce the Borrower's rights and remedies under the Purchase Agreement or any Purchase Agreement Supplement for the benefit of the Secured Parties, but without any obligation on the part of the Secured Parties or any of their respective Affiliates, to perform any of the obligations of the Borrower under the Purchase Agreement or any Purchase Agreement Supplement. The Borrower further confirms and agrees that such assignment to the Administrative Agent shall terminate upon the Facility Termination Date; provided, that the rights of the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by DFC pursuant to the Purchase Agreement, which rights and remedies survive the termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment. Section 3.05. Waiver of Certain Laws. Each of the Borrower, the Servicer, the Backup Servicer and Collateral Custodian agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any part of the Collateral may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and each of the Borrower, the Servicer, the Backup Servicer and the Collateral Custodian, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or assets constituting the Collateral marshaled upon any such sale, and agrees that the Administrative Agent or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety or in such parcels as the Administrative Agent or such court may determine. Section 3.06. [Reserved] 78 ARTICLE FOUR CONDITIONS OF CLOSING AND LOANS Section 4.01. Conditions to Effectiveness of this Agreement. The Closing Date shall not occur and no party hereto will be obligated to take, fulfill or perform any action hereunder, until each of the following conditions have been satisfied, in the sole discretion of the Administrative Agent: (a) Each Basic Document (other than the Backup Servicing Agreement and any Hedging Agreements) shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received complete and, where applicable, executed versions of all other documents, instruments, agreements and legal opinions specified in the Schedule of Documents, each in form and substance satisfactory to the Administrative Agent. (b) The Administrative Agent shall have received (i) satisfactory evidence that the Borrower, the Servicer, DFC, Lithia, the Collateral Custodian and the Account Bank have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Basic Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer's Certificate from each of the Borrower, the Servicer, DFC, Lithia, the Collateral Custodian, and the Account Bank, in form and substance satisfactory to the Administrative Agent, affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer's Certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against DFC or the Borrower for a breach of DFC's or the Borrower's representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the initial Servicer, DFC and Lithia shall each be in compliance in all material respects with all Applicable Laws and shall have delivered an Officer's Certificate to the Administrative Agent as to this and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on the Closing Date. (e) No Termination Event or Unmatured Termination Event shall have occurred. (f) No Servicer Termination Event or Unmatured Servicer Termination Event shall have occurred. 79

Section 4.02. Conditions Precedent to All Loans. Each request for a Loan (including the Initial Loan) by the Borrower to a Lender shall be subject to the conditions set forth in Section 4.01 and the further conditions precedent that: (a) The initial Servicer shall have delivered to the Administrative Agent and each Agent, on or prior to the date of such Loan, (i) a Funding Request and (ii) a Purchase Agreement Supplement (Exhibit A to the Purchase Agreement including the Schedule of Receivables attached thereto), dated within two Business Days prior to the date of such Loan, in each case containing such additional information as may be reasonably requested by the Administrative Agent. (b) On the date of such Loan, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the proposed Loan and pledge of the Collateral: (i) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day (except to the extent such representation or warranty expressly relates to a prior date); (ii) no Stop-Funding Event has occurred and is continuing; (iii) no event has occurred and is continuing, or would result from such transaction that constitutes (A) a Termination Event or Unmatured Termination Event or (B) a Servicer Termination Event or Unmatured Servicer Termination Event; (iv) on and as of such day, after giving effect to such transaction, the aggregate Loan Outstanding does not exceed the Borrowing Base; (v) on and as of each such day, the Borrower and the Servicer each has performed all of the agreements contained in this Agreement and the other Basic Documents to be performed by it at or prior to such day; and (vi) no law or regulation shall prohibit, and no order, judgment or decree of any federal, State or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Loan by the Lenders in accordance with the provisions hereof. (c) After giving effect to the proposed Loan and the related pledge of Collateral: (i) the weighted average FICO Score of all Eligible Receivables (excluding Eligible Receivables that do not have a FICO Score or have a FICO Score of zero) shall be at least 635, with such weighted average calculated using the FICO Score of each such Receivable at the time of its underwriting and the Principal Balance as of such date of determination; 80 (ii) the weighted average Loan-to-Value Ratio of all Eligible Receivables at the time of underwriting of such Eligible Receivables shall be no greater than 118.0%, with such weighted average calculated using the Principal Balances as of such date of determination; (iii) the weighted average Payment-to-Income Ratio of all Eligible Receivables at the time of underwriting of such Eligible Receivables shall be no greater than 12.0%, with such weighted average calculated using the Principal Balances as of such date of determination; and (iv) the weighted average Debt-to-Income Ratio of all Eligible Receivables at the time of underwriting of such Eligible Receivables shall be no greater than 55.0%, with such weighted average calculated using the Principal Balances as of such date of determination; (d) For each Loan other than the Initial Loan, the Borrower shall be in compliance with Section 6.03 and with all requirements of any Hedging Agreement required thereby. (e) On the date of such transaction, the Administrative Agent shall have received such other approvals, opinions, information or documents as the Administrative Agent may reasonably require. (f) If applicable, the Administrative Agent, for the benefit of each Agent, shall have received the related Supplemental Upfront Fee. ARTICLE FIVE REPRESENTATIONS AND WARRANTIES Section 5.01. Representations and Warranties of the Borrower. The Borrower represents and warrants, as of the Closing Date, the date of this Agreement, and each Funding Date, as follows: (a) Organization and Good Standing. The Borrower has been duly organized, and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with all requisite power and authority to own or lease its properties and conduct its business as such business is presently conducted, and the Borrower had at all relevant times, and now has all necessary power, authority and legal right to acquire, own, sell and pledge the Receivables and the other Collateral. (b) Due Qualification. The Borrower is duly qualified to do business and is in good standing as a limited liability company, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including, as applicable, the purchase, sale and pledge of the Receivables) requires such qualifications, licenses or approvals, except those jurisdictions in which failure to be so qualified would not have a Material Adverse Effect. 81

(c) Power and Authority; Due Authorization. The Borrower (i) has all necessary power, authority and legal right to (A) execute and deliver the Borrower Basic Documents, (B) carry out the terms of the Borrower Basic Documents and (C) grant the security interest in the Collateral on the terms and conditions herein provided and (ii) has duly authorized by all necessary limited liability company action the execution, delivery and performance of the Borrower Basic Documents and the grant of the security interest in the Collateral on the terms and conditions herein and therein provided. (d) Binding Obligation. Each Borrower Basic Document constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (e) No Violation. The execution and delivery of the Borrower Basic Documents, the consummation of the transactions contemplated by the Borrower Basic Documents and the fulfillment of the terms hereof and thereof will not (i) conflict in any material respect with, result in any material breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under the Borrower's Formation Documents or a default in any material respect under any Contractual Obligation of the Borrower, (ii) result in the creation or imposition of any Lien upon any of the Borrower's properties (other than Permitted Liens) or (iii) violate any Applicable Law, the violation of which could reasonably be expected to have a Material Adverse Effect. (f) No Proceedings. There is no litigation, proceeding or investigation pending or, to the best knowledge of the Borrower, threatened against the Borrower, before any Governmental Authority (i) asserting the invalidity of any Borrower Basic Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by any Borrower Basic Document or (iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect. (g) All Consents Required. All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority required for the due execution, delivery and performance by the Borrower of the Borrower Basic Documents have been obtained. (h) Bulk Sales. The execution, delivery and performance of the Borrower Basic Documents do not require compliance with any "bulk sales" act or similar law by the Borrower. (i) Solvency. The transactions contemplated by the Borrower Basic Documents do not and will not cause the Borrower not to be Solvent. (j) Taxes. The Borrower has filed or caused to be filed all federal, state and other tax returns that are required to be filed by it. The Borrower has paid or made adequate provisions for the payment of all Taxes made against it or any of its property 82 (other than any amount of Tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Borrower), and no Tax lien has been filed and, to the Borrower's knowledge, no claim is being asserted, with respect to any such Tax. (k) Quality of Title. Each Receivable, together with the Contract related thereto, shall, at all times, be owned by the Borrower free and clear of any Lien except for Permitted Liens, and upon the Initial Loan or each Subsequent Loan, the Administrative Agent, as agent for the Secured Parties, shall acquire a valid and perfected first priority security interest in each Receivable and in the related Collateral then existing or thereafter arising, free and clear of any Lien, other than Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Collateral shall at any time be on file in any recording office except such as may be filed in favor of (i) the Borrower in accordance with the Purchase Agreement or (ii) the Administrative Agent in accordance with this Agreement. (l) Security Interest. The Borrower has granted a security interest (as defined in the UCC) to the Administrative Agent, as agent for the Secured Parties, in the Collateral, which is enforceable in accordance with Applicable Law upon execution and delivery of this Agreement. Upon the filing of UCC-1 financing statements describing the Collateral, naming the Administrative Agent as secured party, and naming the Borrower as debtor, the Administrative Agent, as agent for the Secured Parties, shall have a first priority (except for any Permitted Liens) perfected security interest in the Collateral. All filings (including UCC filings) as are necessary in any jurisdiction to perfect the interest of the Administrative Agent, as agent for the Secured Parties, in the Collateral have been made. (m) Reports Accurate. All Monthly Reports (if prepared by the Borrower, or to the extent that information contained therein is supplied by the Borrower, such portion supplied by the Borrower), information, exhibits, financial statements, documents, books, records or reports furnished or to be furnished by the Borrower to each Agent, any Secured Party, the Backup Servicer and the Account Bank in connection with this Agreement are true, complete and correct in all material respects. (n) Location of Offices. The principal place of business and chief executive office of the Borrower and the office where the Borrower keeps all the Records are located at the address of the Borrower referred to in Section 13.02 (or at such other locations as to which the notice and other requirements specified in Section 6.02(f) shall have been satisfied) and has been so for the last four months. (o) Lockboxes; Lockbox Account; Collection Account. None of the Lockboxes, the Lockbox Account nor any interest therein is currently pledged or assigned to any party. The Collection Account or any interest therein has not been pledged or assigned to any party other than the Administrative Agent. 83

(p) Tradenames. The Borrower has no trade names, fictitious names, assumed names or "doing business as" names or other names under which it has done or is doing business. (q) Purchase Agreement. The Purchase Agreement is the only agreement pursuant to which the Borrower purchases Receivables and the related Contracts. (r) Value Given. The Borrower shall have given reasonably equivalent value to DFC in consideration for the transfer to the Borrower of the Receivables and the related Collateral under the Purchase Agreement, no such transfer shall have been made for or on account of an antecedent debt owed by DFC to the Borrower and no such transfer is or may be voidable or subject to avoidance under any section of the Bankruptcy Code. (s) Accounting. The Borrower accounts for the transfers to it from DFC of the Receivables and related Collateral under the Purchase Agreement as true sales/true contributions of such Receivables and related Collateral in its books, records and financial statements, in each case consistent with GAAP and with the requirements set forth herein. (t) Special Purpose Entity. The Borrower is in compliance with Section 6.01(o). (u) Confirmation from DFC. The Borrower has received confirmation from DFC that, so long as the Borrower is not "insolvent" within the meaning of the Bankruptcy Code or otherwise unable to pay its debts as they become due, DFC will not cause the Borrower to file a voluntary petition under the Bankruptcy Code or any other Insolvency Laws. Each of the Borrower and DFC is aware that in light of the circumstances described in the preceding sentence and other relevant facts, the filing of a voluntary petition under the Bankruptcy Code for the purpose of making any Receivable or any other assets of the Borrower available to satisfy claims of the creditors of DFC would not result in making such assets available to satisfy such creditors under the Bankruptcy Code. (v) ERISA Matters. The Borrower is not a "benefit plan investor" (as defined under Section 3(42) of ERISA). The Borrower does not sponsor, maintain or contribute to any Pension Plan or Multiemployer Plan. Neither the Borrower nor any ERISA Affiliate does not have any liability (contingent or otherwise) with respect to any Pension Plan or Multiemployer Plan except to the extent such liability could reasonably be expected to have a Material Adverse Effect. Each Pension Plan sponsored, maintained or contributed to by DFC or any ERISA Affiliate of the Borrower, under which employees of the Borrower participate in or participated in, complies in all respects with ERISA and all other applicable laws except to the extent the failure to comply could not reasonably be expected to have a Material Adverse Effect. No Plan Event has occurred or is reasonably expected to occur that might result, directly or indirectly, in any material lien being imposed on the property or assets of the Borrower. The Borrower is not a "benefit plan investor" (as defined under Section 3(42) of ERISA). The Borrower does not 84 sponsor, maintain or contribute to any Pension Plan or Multiemployer Plan. Neither the Borrower nor any ERISA Affiliate does not have any liability (contingent or otherwise) with respect to any Pension Plan or Multiemployer Plan except to the extent such liability could reasonably be expected to have a Material Adverse Effect. Each Pension Plan sponsored, maintained or contributed to by DFC or any ERISA Affiliate of the Borrower, under which employees of the Borrower participate in or participated in, complies in all respects with ERISA and all other applicable laws except to the extent the failure to comply could not reasonably be expected to have a Material Adverse Effect. No Plan Event has occurred or is reasonably expected to occur that might result, directly or indirectly, in any material lien being imposed on the property or assets of the Borrower. (w) Investment Company Act. The Borrower (i) is not a "covered fund" under regulations adopted to implement section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, commonly known as the "Volcker Rule" and (ii) is not, and after giving effect to the transactions contemplated hereby, will not be required to register as an "investment company" within the meaning of the Investment Company Act. In determining that the Borrower is not an "investment company" within the meaning of the Investment Company Act, the Borrower is entitled to either the benefit of the exemption provided under Section 3(c)(5) of the Investment Company Act or the exclusion for loan securitizations in the Volcker Rule under 17 C.F.R. 75.10(c)(8). (x) Accuracy of Representations and Warranties. Each representation or warranty by the Borrower contained herein, in any other Basic Document or in any certificate or other document furnished by the Borrower pursuant hereto or thereto or in connection herewith or therewith is true and correct in all material respects. (y) Representations and Warranties in Purchase Agreement. The representations and warranties made by DFC to the Borrower in Section 3.03 of the Purchase Agreement are hereby remade by the Borrower on each date to which they speak in the Purchase Agreement, as if such representations and warranties were set forth herein. For purposes of this Section, such representations and warranties are incorporated herein by reference as if made by the Borrower to the Administrative Agent and to each of the Secured Parties under the terms hereof mutatis mutandis. (z) Anti-Corruption Laws and Sanctions. The Borrower is subject to policies and procedures of Lithia that are designed to ensure compliance by Lithia and its Subsidiaries, directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower, its officers, directors and employees are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower or any of its directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower that will act in any capacity in connection with or benefit from the facility established hereby, is a Sanctioned Person. No Loan, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (aa) Beneficial Ownership Rule. At least 51% of the equity interests in the Borrower is owned, directly or indirectly, by a listed entity, and the Borrower is excluded 85

on that basis from the definition of "Legal Entity Customer" as defined in the Beneficial Ownership Rule. Section 5.02. Representations and Warranties of the Borrower Relating to the Receivables. The Borrower hereby represents and warrants as of each Funding Date, as follows: (a) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the related Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date; and (b) each Receivable referenced on the related Funding Request is an Eligible Receivable. Section 5.03. Representations and Warranties of the Servicer. The initial Servicer represents and warrants, as of the Closing Date, the date of this Agreement, and each Funding Date, as follows: (a) Organization and Good Standing. The Servicer has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Oregon, with all requisite power and authority to own or lease its properties and to conduct its business as such business is presently conducted and to enter into and perform its obligations pursuant to this Agreement. (b) Due Qualification. The Servicer is duly qualified to do business and is in good standing as a limited liability company, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property and or the conduct of its business, including the underwriting and servicing of the Receivables, requires such qualification, licenses or approvals, except to the extent the failure to obtain such consents or approvals could not reasonably be expected to have a Material Adverse Effect. (c) Power and Authority; Due Authorization. The Servicer (i) has all necessary power, authority and legal right to (A) execute and deliver the Servicer Basic Documents and (B) carry out the terms of the Servicer Basic Documents and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of the Servicer Basic Documents. (d) Binding Obligation. Each Servicer Basic Document constitutes a legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its respective terms except as such enforceability may be limited by Insolvency Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (e) No Violation. The execution and delivery of the Servicer Basic Documents, the consummation of the transactions contemplated by the Servicer Basic 86 Documents and the fulfillment of the terms hereof and thereof will not (i) conflict in any material respect with, result in any material breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Servicer's Formation Documents or, in any material respect, any Contractual Obligation of the Servicer, (ii) result in the creation or imposition of any Lien upon any of the Servicer's properties (other than Permitted Liens) or (iii) violate any Applicable Law, the violation of which could reasonably be expected to have a Material Adverse Effect. (f) No Proceedings. There is no litigation, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer, before any Governmental Authority (i) asserting the invalidity of any Servicer Basic Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by any Servicer Basic Document, (iii) challenging the enforceability of a material portion of the Receivables or (iv) seeking any determination or ruling that could reasonably be expected to have Material Adverse Effect. (g) All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or of any Governmental Authority (if any) required for the due execution, delivery and performance by the Servicer of the Servicer Basic Documents have been obtained. (h) Reports Accurate. All Monthly Reports, information, exhibits, financial statements, documents, books, records or reports furnished or to be furnished by the Servicer to any Agent, any Secured Party, the Backup Servicer and the Account Bank in connection with this Agreement are accurate, true and correct in all material respects. (i) Servicer's Performance. The Servicer has the knowledge, the experience and the systems, financial and operational capacity available to timely perform each of its obligations hereunder. (j) Lockbox Account; Collection Account. Neither the Lockbox Account nor amounts on deposit therein is currently subject to a pledge made by the Servicer and neither is currently subject to a control agreement entered into by the Servicer. The Servicer has neither pledged nor entered into a control agreement (other than the Control Agreement) with respect to the Collection Account or amounts on deposit therein. (k) Tradenames and Place of Business. (i) Except as otherwise indicated in this Agreement or as the same may be changed in accordance with Section 6.05(b), the Servicer has no trade names, fictitious names, assumed names or "doing business as" names or other names under which it has done or is doing business and (ii) the principal place of business and chief executive office of the Servicer are located at the address of the Servicer set forth on the signature pages hereto and has been so for the last four months. (l) Compliance with the Credit and Collection Policy. The Servicer has, with respect to the Receivables, complied in all material respects with the Credit and Collection Policy. 87

(m) ERISA Matters. No Plan Event has occurred or is reasonably expected to occur that might result, directly or indirectly, in any lien being imposed on the property of the Servicer which could result in a Material Adverse Effect. (n) Investment Company Act. The Servicer is not an "investment company" within the meaning of the Investment Company Act. (o) Anti-Corruption Laws and Sanctions. The Servicer is subject to policies and procedures of Lithia that are designed to ensure compliance by Lithia and its Subsidiaries, directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Servicer, its officers, directors and employees are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Servicer or any of its directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Servicer that will act in any capacity in connection with or benefit from the facility established hereby, is a Sanctioned Person. No Loan, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. Section 5.04. Retransfer of Certain Receivables. (a) Retransfer of an Ineligible Receivable. If a Receivable is an Ineligible Receivable at the time it was initially pledged hereunder, no later than the earlier of (i) knowledge by the Borrower of such Receivable having been an Ineligible Receivable when it was so pledged and (ii) receipt by the Borrower from the Administrative Agent or the initial Servicer of written notice thereof (which notice the initial Servicer shall be required to give within two Business Days of any of its Responsible Officers having actual knowledge thereof), the Borrower shall (A) disclose the identity of such Ineligible Receivable on the next Monthly Report and (B) on or before the next Payment Date, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such Ineligible Receivable to the Collection Account in immediately available funds and accept the release of each such Ineligible Receivable. The Administrative Agent shall be deemed, upon deposit of the Release Price into the Collection Account, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in such Ineligible Receivable and the Borrower shall accept the release of each such Ineligible Receivable from the Administrative Agent, and the aggregate Pool Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such Ineligible Receivable. Upon each release to the Borrower of such Ineligible Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Ineligible Receivable and all future monies due or to become due with respect thereto, all proceeds of such Ineligible Receivable and Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Ineligible Receivable, and all proceeds and products of the foregoing. The Administrative Agent shall, at the sole expense of the Servicer (which, in the case of any Successor Servicer, shall be reimbursable in accordance with the provisions of Section 2.06), execute such documents and instruments of release as may be prepared by the Servicer on behalf of the 88 Borrower and take such other actions as shall reasonably be requested by the Borrower to effect the release of such Ineligible Receivable pursuant to this subsection. (b) Retransfer of Receivables for Breach of Servicing Covenant. In the event that the initial Servicer breaches a servicing covenant pursuant to Section 7.03(c)(i) with respect to any Receivable, which breach adversely affects the Receivable or the interests of the Lenders, no later than the earlier of (i) knowledge by the initial Servicer of such event or (ii) receipt by the initial Servicer from the Administrative Agent or the Borrower of written notice thereof, the initial Servicer shall (A) disclose the identity of such Receivable on the next Monthly Report and (B) on or before the next Payment Date, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such Receivable into the Collection Account in immediately available funds, and the initial Servicer shall accept the release of such Receivable(s), in each case as described in Section 5.04(a). (c) Notice of Retransfer. The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.04(a) and (b). With respect to any such release, the Borrower shall provide written notice to the Administrative Agent and each Hedge Counterparty of any release of Receivables prior to 3:00 p.m., New York City time, three Business Days prior to the related repurchase date, and such notice shall include a calculation of the Borrowing Base after giving effect to such release, as well as representations and warranties by the Borrower that no Termination Event or Servicer Termination Event has occurred, that the Borrowing Base calculation included with such notice is accurate and that any required Hedging Agreements are in full effect. ARTICLE SIX COVENANTS Section 6.01. Affirmative Covenants of the Borrower. From the Closing Date until the Facility Termination Date: (a) Compliance with Laws. The Borrower will comply in all material respects with all Applicable Laws, including those with respect to the Receivables and related Financed Vehicles. (b) Preservation of Existence. The Borrower will preserve and maintain its existence, rights, franchises and privileges in the State of Delaware, and qualify and remain qualified in good standing as a foreign limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a material adverse effect. (c) Performance and Compliance with Agreements. The Borrower will, at its expense, timely and fully perform and comply (or cause the Seller to perform and comply pursuant to this Agreement, the Purchase Agreement and all Purchase Agreement 89

Supplements), in all material respects, all provisions, covenants and other promises required to be observed by it under the Basic Documents and the Contracts. (d) Keeping of Records and Books of Account. To the extent not maintained and implemented by the Servicer, the Borrower will maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records, financial statements and other information reasonably necessary or advisable for the collection of all Receivables. Such books and records shall include reports adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable. (e) Borrower Assets. With respect to each Receivable, the Borrower will: (i) acquire such Receivable pursuant to and in accordance with the terms of the Purchase Agreement, (ii) take all action necessary to perfect, protect and more fully evidence the Borrower's ownership of such Receivable, including (A) filing and maintaining, effective financing statements (Form UCC-1) listing DFC, respectively, as debtor in all necessary filing offices (and will cause DFC to obtain similar financing statements from each entity from which it acquired the Receivables), and filing continuation statements, amendments or assignments with respect thereto in such filing offices and (B) executing or causing to be executed such other instruments or notices as may be necessary and (iii) take all additional action that the Administrative Agent may reasonably request, including the filing of financing statements listing the Administrative Agent as secured party to perfect, protect and more fully evidence the respective interests of the parties to this Agreement in the Collateral. (f) Delivery of Collections. The Borrower will deliver to the Servicer, for further remittance to the Collection Account, all Collections received by Borrower in respect of the Receivables no later than two Business Days after the Borrower's receipt thereof. (g) Separate Corporate Existence. The Borrower shall be in compliance with the special purpose entity requirements set forth in Section 6.01(o). (h) Credit and Collection Policy. The Borrower will, or will cause DFC or the Servicer to, as the case may be, (i) with respect to each Receivable, comply with the Credit and Collection Policy (which may include originating or servicing Receivables in accordance with those discretionary exceptions that are set forth therein) and (ii) furnish to the Administrative Agent written notice of any material changes to the Credit and Collection Policy and revised versions of the Credit and Collection Policy containing such changes. (i) Notice of Certain Events. The Borrower will provide the Administrative Agent with written notice within one Business Day of the date on which the Borrower receives notice of, or obtains knowledge of, the occurrence of any Termination Event, 90 Unmatured Termination Event, Step-up Event, Early Amortization Event, Servicer Termination and Unmatured Servicer Termination Event. (j) Taxes. The Borrower will file and pay any and all Taxes, including those required to meet the obligations of the Basic Documents, except Taxes that the Borrower is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount thereof and such contest does not materially endanger any right or interest of the Secured Parties under the Basic Documents. (k) Liens. The Borrower will not create, or participate in the creation of, or permit to exist, any Liens (other than Permitted Liens) with respect to the Lockbox Account or the Collection Account. (l) Reporting. The Borrower will furnish or cause to be furnished to the Administrative Agent (for further delivery to each Agent) and, to the extent requested by a Hedge Counterparty, such Hedge Counterparty: (i) Monthly Report. Not later than each Reporting Date, a Monthly Report. (ii) Quarterly Report. By the 15th of each February, May, August and November, a Quarterly Report, including information as of the previous month-end, as to the Receivables such as collections, delinquencies, losses, recoveries, cash flows and such other information as reasonably requested by the Administrative Agent. (iii) Financial Statements. (A)Within 60 days after the end of the first three quarterly fiscal periods of each fiscal year of DFC, the unaudited unconsolidated balance sheets of DFC as at the end of such period and the related unaudited unconsolidated statements of income and retained earnings for DFC for such period, setting forth in comparative figures for the previous fiscal quarter (to the extent such prior quarterly financial statements were delivered pursuant to this Section or are otherwise available), accompanied by a certificate of a Responsible Officer of DFC, which certificate shall state that each such unconsolidated financial statement fairly presents the financial condition of DFC in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year end audit adjustments). (B) Within 60 days after the end of the first three quarterly fiscal periods of each fiscal year of the Performance Guarantor, the unaudited consolidated balance sheets of the Performance Guarantor as at the end of such period and the related unaudited consolidated statements of income and retained earnings for the Performance Guarantor for such period, setting forth in comparative figures for the previous quarter (to the extent 91

such prior quarter financial statements were delivered pursuant to this Section or are otherwise available), accompanied by a certificate of a Responsible Officer of the Performance Guarantor, which certificate shall state that each such consolidated financial statement fairly presents the financial condition of the Performance Guarantor in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year end audit adjustments). Notwithstanding the foregoing, if any such report is timely filed with the Securities and Exchange Commission and is publicly available on its the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system on the date that the related report would otherwise be due hereunder, such report shall be deemed to have been timely delivered in accordance with this subclause. (C) Within 120 days after each fiscal year of (i) DFC, the unaudited consolidated balance sheets of DFC as of the end of such fiscal year and the related unaudited consolidated statements of income and retained earnings and of cash flows for DFC for such year and (ii) the Performance Guarantor, the audited consolidated balance sheets of the Performance Guarantor as at the end of such fiscal year and the related audited consolidated statements of income and retained earnings and of cash flows for the Performance Guarantor for such year, setting forth in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern (other than a qualification as to going concern based solely on the tenor of the Commitments hereunder) and shall state that each consolidated financial statement fairly presents the financial condition and results of operations of the Performance Guarantor at the end of, and for, such fiscal year in accordance with GAAP. Notwithstanding the foregoing, if any such report is timely filed with the Securities and Exchange Commission and is publicly available on its the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system on the date that the related report would otherwise be due hereunder, such report shall be deemed to have been timely delivered in accordance with this subclause. (D)Within 120 days of the end of each fiscal year of DFC, a certificate of a Responsible Officer of DFC, which certificate shall state that the unaudited consolidated balance sheets of DFC delivered pursuant to subclause (C) fairly present the financial condition of DFC in accordance with GAAP, consistently applied, at the end of, and for, such fiscal year. Within 120 days of the end of each fiscal year of the Performance Guarantor, a certificate of a Responsible Officer of the Performance Guarantor, which certificate shall state that the audited consolidated balance sheets of the Performance Guarantor delivered, or deemed to have been delivered, pursuant to subclause (C) fairly present 92 the financial condition of the Performance Guarantor in accordance with GAAP, consistently applied, as at the end of, and for, such fiscal year. (iv) Representations. Promptly following the Borrower's obtaining knowledge of the same, the Borrower shall notify the Administrative Agent that any representation or warranty set forth in Section 5.01 or 5.02 was incorrect in any material respect at the time it was given or deemed to have been given, and at the same time shall deliver to the Administrative Agent a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent in the manner set forth in the preceding sentence before any Funding Date of any facts or circumstances within the knowledge of the Borrower which would render any of such representations and warranties untrue in any material respect at the date when they were made or deemed to have been made. (v) Proceedings. As soon as possible and in any event within two Business Days of the date on which the Borrower receives notice of, or obtains knowledge of, the same, the Borrower shall provide notice of any settlement of, material judgment (including a material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any labor controversy (of a material nature), litigation, action, suit or proceeding before any court or Governmental Authority, domestic or foreign, affecting the Borrower or any of its Affiliates that would reasonably be expected to have a Material Adverse Effect. (vi) Notice of Material Events. Promptly following any Responsible Officer of the Borrower obtaining knowledge the same, the Borrower shall provide notice of any other event or circumstances that, in the reasonable judgment of the Borrower, would reasonably be expected to have a Material Adverse Effect. (m) Anti-Corruption Laws and Sanctions. The Borrower will remain subsect to, and enforce, Lithia's policies and procedures designed to ensure compliance by Lithia and its Subsidiaries and each of their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. (n) Beneficial Ownership Certification. From time to time any Lender that has a reasonable basis for requesting such a certification may request that the Borrower deliver, and within five Business Days of each such request the Borrower shall execute and deliver to such Lender, a Beneficial Ownership Certification, in form and substance reasonably acceptable to such Lender. Furthermore, promptly following any change that would result in a change to the status of the Borrower as an excluded "Legal Entity Customer" under the Beneficial Ownership Rule, the Borrower shall execute and deliver to each Lender a Beneficial Ownership Certification, in form and substance reasonably acceptable to each such Lender. 93

(o) Special Purpose Entity. The Borrower shall take or perform each of the following actions (and the Borrower has not heretofore failed to take or perform any such actions in the past): (i) maintain its own separate deposit and other bank accounts and funds to which no other Person has any access (except to the extent permitted under the Basic Documents) which accounts shall be maintained in the name of the Borrower; (ii) maintain full books of accounts and records (financial or other) and financial statements separate from those of any other Person (including, all resolutions, records, agreements or instruments underlying or regarding the transactions contemplated by the Basic Documents or otherwise); (iii) at all times hold itself out to the public and all other Persons as a legal entity separate from the and any other Person; (iv) have its own board of directors; (v) file its own tax returns separate from those of any other Person, if any, as may be required under applicable law, to the extent (A) not part of a consolidated group filing a consolidated return or returns or (B) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (vi) ensure that any consolidated financial statements of any Affiliate or any other Person that are filed with the Securities Exchange Commission or any other governmental authority or are furnished to any creditors of any Affiliate or any other Person include notes clearly stating that the Borrower is a separate corporate entity and that its assets are available first and foremost to satisfy the claims of the creditors of the Borrower; and (vii) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person and maintain the assets of the Borrower in such a manner that it is not costly or difficult to segregate, identify or ascertain its individual assets from those of any other Person, including any Affiliate; (viii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (ix) disclose, and cause each Member to disclose, in its financial statements the effects of all transactions between such Member and the Borrower in a manner which makes it clear that (A) the Borrower is a separate legal entity, (B) the assets of the Borrower are not assets of any Affiliate and are not available to pay creditors of any Affiliate and (C) neither such Member nor any Affiliate thereof is liable or responsible for the debts of the Borrower; 94 (x) pay its own liabilities and expenses only out of its own funds; (xi) except for capital contributions or capital distributions permitted under the terms and conditions of the Borrower's Formation Documents, not enter into any transaction with an Affiliate of the Borrower except on arm's length terms; (xii) compensate (either directly or through reimbursement of the Borrower's allocable share of any shared expenses) all employees, consultants and agents and Affiliates, to the extent applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliates, in each case, from the Borrower's own funds and either maintain a sufficient number of employees, and/or employ sufficient consultants or agents, in light of its contemplated operations; provided, the foregoing shall not require the Members to make any additional capital contributions to the Borrower; (xiii) except as expressly permitted under any of the Basic Documents, pay from its own bank accounts for accounting and payroll services, rent, lease and other expenses (or the Borrower's allocable share of any such amounts provided by one or more other Affiliates) and not have such operating expenses (or the Borrower's allocable share thereof) paid by any Affiliates; provided, the foregoing shall not require the Members to make any additional capital contributions to the Borrower; (xiv) not hold out its credit or assets as being available to satisfy the obligations of any other Person; (xv) maintain office space separate and clearly delineated from the office space of any Affiliate; (xvi) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; (xvii) cause (A) all written communications, including letters, invoices, purchase orders, and contracts, of the Borrower to be made solely in the name of the Borrower, (B) the Borrower to have its own tax identification number, stationery, checks and business forms, separate from those of any other Person, (C) all Affiliates not to use the stationery or business forms of the Borrower, and cause the Borrower not to use the stationery or business forms of any Affiliate, and (D) all Affiliates not to conduct business in the name of the Borrower, and cause the Borrower not to conduct business in the name of any Affiliate; (xviii) except as expressly permitted by any of the Basic Documents, direct creditors of the Borrower to send invoices and other statements of account of the Borrower directly to the Borrower and not to any Affiliate and cause the 95

Affiliates to direct their creditors not to send invoices and other statements of accounts of such Affiliates to the Borrower; (xix) except as expressly permitted by any of the Basic Documents, not acquire obligations or securities of or make loans or advances to or grant a security interest in or pledge its assets for the benefit of the Member, any Affiliate or any other Person; (xx) correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person except as may be required for income tax purposes; (xxi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities, and refrain from engaging in a business for which its remaining property represents an unreasonably small capital; provided, however, the foregoing shall not require the Members to make any additional capital contributions to the Borrower; (xxii) practice and adhere to all limited liability company procedures and formalities to the extent required by the Borrower's Formation Documents or all other appropriate constituent documents and applicable law; (xxiii) except for the other Basic Documents, not acquire any obligations or securities of the Member or of any Affiliate of the Borrower; (xxiv) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xxv) at all times will have at least one director that qualifies as an "Independent Director" (as such term is defined in the Borrower's Formation Documents). Section 6.02. Negative Covenants of the Borrower. From the date hereof until the Facility Termination Date: (a) Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind (including guaranteeing any obligation) other than pursuant to this Agreement, any other Basic Document or under any Hedging Agreement required by Section 6.03 or (iii) form any Subsidiary or make any Investments in any other Person. (b) Receivables Not to be Evidenced by Instruments. The Borrower will take no action to cause any Receivable that is not, as of the related Funding Date, evidenced 96 by an Instrument, to be so evidenced except in connection with the enforcement or collection of such Receivable. (c) Security Interests. The Borrower will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any portion of the Collateral, whether now existing or hereafter transferred hereunder, or any interest therein, and the Borrower will not sell, pledge, assign or suffer to exist any Lien on its interest, if any, hereunder. The Borrower will promptly notify the Administrative Agent of the existence of any Lien (other than a Permitted Lien) on any portion of the Collateral and the Borrower shall defend the right, title and interest of the Administrative Agent in, to and under such Collateral, against all claims of third parties; provided, that nothing in this subsection shall prevent or be deemed to prohibit the Borrower from suffering to exist Permitted Liens upon any portion of the Collateral. (d) Mergers, Acquisitions, Sales, Etc. The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock or membership interests of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any portion of the Collateral or any interest therein (other than pursuant hereto). (e) Distributions. The Borrower shall not declare or pay, directly or indirectly, any dividend or make any other distribution (whether in cash or other property) with respect to the profits, assets or capital of the Borrower or any Person's interest therein, or purchase, redeem or otherwise acquire for value any of its capital stock now or hereafter outstanding, except that so long as no Termination Event or Unmatured Termination Event has occurred and is continuing or would result therefrom, the Borrower may distribute to holders of its membership interest funds distributed to the Borrower pursuant to Section 2.06(xi), subject to Applicable Law. (f) Change of Name or Location of Receivable Files. The Borrower shall not (i) change its name or state of organization, move the location of its principal place of business and chief executive office, and the offices where it keeps the Records from the location referred to in Section 13.02 or (ii) move, or consent to the Collateral Custodian or the Servicer moving, the Receivable Files from the location thereof on the Closing Date, unless the Borrower has given at least 30 days' written notice to the Administrative Agent and has taken all actions required under the UCC of each relevant jurisdiction in order to continue the first priority perfected security interest of the Administrative Agent in the Collateral. (g) True Sale. Except for purposes of GAAP, the Borrower will not account for or treat the transactions contemplated by the Purchase Agreement in any manner other than as the sale, or absolute assignment, of the Receivables and other Collateral by DFC to the Borrower. 97

(h) ERISA Matters. The Borrower will not establish, maintain or contribute to or have any liability (contingent or otherwise) with respect to any Pension Plan or Multiemployer Plan or otherwise be a "benefit plan investor" under Section 3(42) of ERISA. The Borrower will not engage or permit any ERISA Affiliate to engage in any prohibited transaction under Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available or has not previously been obtained from the United States Department of Labor and which would result in a Material Adverse Effect. (i) Formation Documents; Purchase Agreement. The Borrower will not amend, modify, waive or terminate any provision of its Formation Documents or of the Purchase Agreement (including any Purchase Agreement Supplement) without the prior, written consent of the Administrative Agent; provided, that if the Borrower has provided the Administrative Agent with written notice of its intention to make any such amendment, modification, waiver or termination and the Administrative Agent has not provided a response either granting or withholding its consent thereto within ten Business Days, then the Borrower may proceed with the related amendment, modification, wavier or termination as if the Administrative Agent had provided its consent thereto. (j) Changes in Payment Instructions. The Borrower will not add or make any change, or permit the Servicer to make any change, in its instructions to Obligors regarding payments to be made to the Borrower or the Servicer or payments to be made to the Lockboxes or the Lockbox Account, unless the Administrative Agent has Consented to such change in writing and has received duly executed copies of all documentation related thereto, which documentation shall be satisfactory in form and substance to the Administrative Agent. (k) Extension or Amendment. The Borrower will not, except as otherwise permitted in Section 7.03(c)(i), extend, amend or otherwise modify, or permit the Servicer to extend, amend or otherwise modify, the terms of any Contract. (l) No Assignments. The Borrower will not assign or delegate, grant any interest in or permit any Lien (other than Permitted Liens) to exist upon any of its rights, obligations or duties under this Agreement without the prior written Consent of the Administrative Agent. (m) Anti-Corruption Laws and Sanctions. The Borrower will not request any Loan, and the Borrower shall not use any Loan, and shall procure that its directors, officers, employees and agents (if any) shall not use, the proceeds of any Loan (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Section 6.03. Covenant of the Borrower Relating to Hedging. 98 (a) Beginning on the date that is thirty days after the date of the Initial Loan, the Borrower shall at all times that the Loans Outstanding are greater than zero, (i) maintain one or more Hedge Transactions in form and substance satisfactory to the Administrative Agent, each of which may be in the form of an interest rate swap or an interest rate cap transaction and/or (ii) maintain amounts on deposit in the Hedge Reserve Account, in all cases to ensure that either (x) the Borrower is Fully Hedged or (y) if the Borrower is not Fully Hedged, the Hedge Reserve Account has been established and an amount not less than the Hedge Reserve Account Required Amount is on deposit therein at all times thereafter; provided, that if on any date any Mandatory Hedging Condition exists, then within two (2) Business Days of such date the Borrower must be Fully Hedged, and the Borrower must remain Fully Hedged at all times thereafter while a Mandatory Hedging Condition exists, regardless of whether any amounts are then on deposit in the Hedge Reserve Account. If at any time the Hedge Reserve Account Required Amount is greater than zero, then (A) no later than three Business Days prior to each Funding Date and no later than three Business Days prior to each Payment Date the Borrower (or the initial Servicer on behalf of the Borrower) shall obtain a quote for the purchase price of an interest rate cap that allows it to recalculate the Hedge Reserve Account Required Amount on such date and (B) beginning on the related Funding Date or Payment Date, as applicable, such quote shall be used to determine the 'Hedge Reserve Account Required Amount' until the next succeeding Funding Date or Payment Date, as applicable. It is acknowledged and agreed that any Hedge Transaction entered into by the Administrative Agent on behalf of the Borrower pursuant to Section 2.08(f) shall be deemed to have been entered into by the Borrower for purposes of Borrower’s obligations under this Section 6.03(a). (b) Each Hedge Transaction shall be entered into with a Hedge Counterparty and be governed by a Hedging Agreement. Any Hedge Transaction that is in the form of an interest rate swap shall provide for the payment on each Payment Date to the Hedge Counterparty of an amount calculated by reference to the notional amount thereunder and a fixed rate of interest per annum and for the payment on each Payment Date to the Borrower of an amount calculated by reference to the same notional amount thereunder and a floating rate of interest (per annum equal to SOFR or a related rate), in each case for each day during the related Interest Period. Furthermore, the notional amount of each such Hedge Transaction shall amortize monthly based on an assumed 'ABS Rate' agreed upon by the Borrower and the Administrative Agent, (ii) the 'Termination Events' and 'Events of Default' that are applicable under each such Hedge Transaction shall have been approved by the Required Lenders to the Administrative Agent prior to the effectiveness of such Hedge Transaction, and (iii) each such Hedge Transaction shall have a final maturity date reflecting the expected repayment of the Receivables, taking into account anticipated losses and prepayments. If a Hedge Counterparty, other than a Hedge Counterparty as defined in clause (i) of the definition thereof, met the Short-Term Ratings Requirement and/or the Long-Term Ratings Requirement at the time the related Hedge Transaction was entered into and is downgraded or has any ratings withdrawn such that it no longer meets the Short-Term Ratings Requirement and/or the Long-Term Ratings Requirement, as applicable, then within thirty (30) days of the related downgrade or withdrawal either (A) the Borrower must enter into a new Hedging Agreement or (B) the Hedge Counterparty must post collateral pursuant to a credit support annex in an amount satisfactory to the Required Lenders. (c) If on any date any Hedge Transactions are in the form of interest rate swaps and the aggregate notional amount under all outstanding Hedge Transactions as of such date is either 99

(x) less than 95% of the Loans Outstanding as of such date (after giving effect to any changes to the Loans Outstanding on such date) or (y) more than 105% of the Loans Outstanding as of such date (after giving effect to any changes to the Loans Outstanding on such date), then on the related 'Adjustment Date' (which shall be either such date (if such date is a Payment Date) or otherwise the next Business Day after such date that is a Payment Date), the Administrative Agent may direct the Borrower to enter into one or more Hedge Transactions, increase the notional amount of one or more Hedge Transactions, or decrease the notional amount of one or more Hedge Transactions, in all cases as necessary such that immediately thereafter the aggregate notional amount under all Hedge Transactions is neither (I) less than 95% of the Loans Outstanding as of the Adjustment Date (after giving effect to any changes to the Loans Outstanding on such date) nor (II) more than one 105% of the Loans Outstanding as of the Adjustment Date (after giving effect to any changes to the Loans Outstanding on such date). (d) The Borrower shall establish and thereafter maintain a segregated trust account in the name of the Borrower with respect to each Hedge Counterparty (each, a 'Hedge Counterparty Collateral Account;) with a Qualified Institution in trust and for the benefit of the Lenders and the related Hedge Counterparty. In the event that pursuant to the terms of the applicable Hedging Agreement, the related Hedge Counterparty is required to deposit cash or securities as collateral to secure its obligations ('Posted Collateral'), the Borrower shall deposit all Posted Collateral received from the Hedge Counterparty into the Hedge Counterparty Collateral Account. All sums on deposit and securities held in any Hedge Counterparty Collateral Account shall be used only for the purposes set forth in the related credit support annex ('Credit Support Annex') to the Hedging Agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Hedge Counterparty Collateral Account shall be (i) for application to the obligations of the applicable Hedge Counterparty under the related Hedging Agreement in accordance with the terms of the related Credit Support Annex and (ii) to return collateral to the Hedge Counterparty when and as required by the Credit Support Annex. Amounts on deposit in each Hedge Counterparty Collateral Account shall be invested at the written direction of the related Hedge Counterparty, and all investment earnings actually received on amounts on deposit in a Hedge Counterparty Collateral Account or distributions on securities held as Posted Collateral shall be distributed to the related Hedge Counterparty in accordance with the terms of the related Credit Support Annex. Any amounts applied by the Borrower to the obligations of the Hedge Counterparty under the Hedging Agreement in accordance with the terms of the Credit Support Annex shall be deposited in the Collection Account and applied in accordance with Section 2.06 of this Agreement. The Borrower agrees to give the Hedge Counterparty prompt notice if it obtains knowledge that the Hedge Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Hedge Counterparty Collateral Account, shall or have become subject to any writ, order, judgment, warrant of attachment, execution or similar process. (e) Within 30 days after the occurrence of any event defined as an "Event of Default" or "Termination Event" in a Hedging Agreement, the Borrower shall cause such Hedge Counterparty to assign its obligations under the Hedging Agreement to a new Hedge Counterparty which satisfies the requirements set forth in the definition of "Hedge Counterparty. 100 (f) The Borrower shall deliver to the Administrative Agent a copy of all documents related to any Hedging Agreement, including confirmations, schedules and an aggregate notional amortization schedule. (g) All reasonably documented out-of-pocket costs and expenses (including reasonable legal fees and disbursements) incurred by the Administrative Agent and the Lenders incurred with each Hedge Transaction shall be paid by the Borrower. (h) As additional security hereunder, the Borrower has granted a security interest to the Administrative Agent all right, title and interest of the Borrower in the Hedge Collateral. The Borrower acknowledges that, as a result of that pledge, the Borrower may not, without the prior written Consent of the Administrative Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for the Borrower's right under any Hedging Agreement to enter into Hedge Transactions in order to meet the Borrower's obligations hereunder. Nothing herein shall have the effect of releasing the Borrower from any of its obligations under any Hedging Agreement or any Hedge Transaction, nor be construed as requiring the consent of any Secured Party for the performance by the Borrower of any such obligations. Section 6.04. Affirmative Covenants of the Servicer. From the date hereof until the Facility Termination Date: (a) Compliance with Law. The Servicer will comply in all material respects with all Applicable Laws, including those with respect to the Contracts, the Receivables, the related Financed Vehicles, the Receivable Files or any part thereof and any collection efforts on behalf of the Receivables or related Financed Vehicles, except to the extent that the Servicer's failure to so comply would not have a Material Adverse Effect. (b) Preservation of Corporate Existence. The Servicer will preserve and maintain its existence, rights, franchises and privileges in its State of formation, and shall qualify and remain qualified in good standing as a foreign limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect. (c) Obligations and Compliance with Receivables. The Servicer will fulfill and comply with all obligations on the part of the Borrower to be fulfilled or complied with under or in connection with each Receivable and will do nothing to impair the rights of the Administrative Agent in, to and under the Collateral. The Servicer will comply with the terms and conditions of this Agreement relating to the obligation of the Borrower to remove Receivables from the Collateral pursuant to this Agreement and the obligation of the Seller, under the Purchase Agreement, to reacquire Receivables from the Borrower pursuant to the Purchase Agreement. (d) Performance and Compliance with Servicer Basic Documents. The initial Servicer will timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it under the Servicer Basic Documents. 101

(e) Keeping of Records and Books of Account. The Servicer will maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables, including the Receivable Files, in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables, including the Receivable Files. (f) Preservation of Security Interest. The Servicer will execute and file such financing and continuation statements and any other documents that may be required by any law or regulation of any Governmental Authority to preserve and protect fully the security interest of the Administrative Agent in, to and under the Collateral; provided, that in the case of any Successor Servicer, the Successor Servicer shall execute and file such documents (as prepared by the Borrower or the Administrative Agent) only upon the written direction of the Borrower or the Administrative Agent and any action taken by the Successor Servicer pursuant to this clause shall be a reimbursable expense paid in accordance with the provisions of Section 2.06. The Servicer will defend the right, title and interest of the Borrower, the Secured Parties, the Administrative Agent and the Collateral Custodian in, to and under the Collateral against all claims of third parties claiming through or under the Servicer; provided, that in the case of any Successor Servicer, such action or defense shall only be taken at the written direction of the Borrower or the Administrative Agent and, so long as the need for such defense or action was not caused by the Successor Servicer's gross negligence, bad faith or willful misconduct, any action taken by the Successor Servicer pursuant to this clause shall be a reimbursable expense paid in accordance with the provisions of Section 2.06. (g) Credit and Collection Policy. The Servicer will comply in all material respects with the Credit and Collection Policy in regard to each Receivable. (h) Monthly Reports. Not later than each Reporting Date, the Servicer will provide to the Administrative Agent (for further delivery to each Agent) and, to the extent requested or required by a Hedge Counterparty, such Hedge Counterparty, a Monthly Report. (i) Termination Events and Servicer Termination Events. The Servicer will furnish to the Administrative Agent, the Backup Servicer and each Hedge Counterparty, within one Business Day after a Responsible Officer of the Servicer has actual knowledge thereof, notice of the occurrence of an Unmatured Termination Event, a Termination Event, an Unmatured Servicer Termination Event or a Servicer Termination Event. (j) Other. The Servicer will furnish to the Administrative Agent, from time to time, such other information, documents, records or reports respecting the Collateral or the condition or operations, financial or otherwise, of the Servicer as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent or Lenders under or as contemplated by this Agreement. 102 (k) Notice Regarding Collateral. The Servicer shall advise the Collateral Custodian (if other than DFC) and the Administrative Agent in writing in reasonable detail promptly following its actual knowledge or receipt of written notice of (i) any Lien (other than a Permitted Lien) asserted or claim made against any portion of the Collateral, (ii) the occurrence of any breach in any material respect by the Servicer of any of its representations, warranties and covenants contained herein relating to the Receivables and (iii) the occurrence of any other event which would reasonably be expected to have a material adverse effect on the security interest of the Administrative Agent on behalf of the Secured Parties in the Collateral or the collectability of all or a material portion of the Receivables. (l) Additional Information. The Servicer shall, within five Business Days of its receipt thereof, respond to reasonable written directions or written requests for information that the Borrower, the Administrative Agent, any Lender or the Collateral Custodian might have with respect to the administration of the Receivables. (m) Financial Statements. The initial Servicer shall provide to the Administrative Agent, each Agent and each Lender, the financial statements described in Section 6.01(l)(iii). (n) Accounting Policy. The initial Servicer will notify the Administrative Agent within five Business Days of its implementation of any material change in the its accounting policies. (o) Additional Covenants. The Servicer shall (i) promptly notify the Borrower, the Administrative Agent or the Collateral Custodian (if other than DFC) of the occurrence of any event which would require that the Borrower make or cause to be made any filings, reports, notices or applications or seek any consents or authorizations from any and all Governmental Authorities in accordance with the relevant UCC and any State vehicle license or registration authority as may be necessary or advisable to create, maintain and protect a first priority security interest of the Administrative Agent in, to and on the Financed Vehicles and a first priority security interest of the Administrative Agent in, to and on the Collateral, and (ii) take all reasonable action necessary to maximize the returns pursuant to the Insurance Policies. (p) Anti-Corruption Laws and Sanctions. The initial Servicer will remain subject to and enforce Lithia's policies and procedures designed to ensure compliance by Lithia and its Subsidiaries and each of their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. Section 6.05. Negative Covenants of the Servicer. From the date hereof until the Facility Termination Date: (a) Lockboxes; Lockbox Account; Collection Account. The Servicer shall not create or participate in the creation of, or solely in the case of the initial Servicer, permit to exist, any Liens (other than Permitted Liens) with respect to the Lockboxes, the 103

Lockbox Account or the Collection Account. The Servicer shall not enter into any "control agreement" (as defined in the relevant UCC) with respect to the Lockboxes, the Lockbox Account or the Collection Account (other than the Control Agreement). Without the prior written Consent of the Administrative Agent, the Servicer shall not move the Lockboxes, the Lockbox Account or the Collection Account to an institution other than the one at which it is held as of the Closing Date. (b) Change of Name or Location of Receivable Files. The initial Servicer shall not change its name or its state of organization, move the location of its principal place of business and chief executive office, and the offices where it keeps records concerning the Receivables (including the Receivable Files) from the location referred to in Section 13.02, unless the initial Servicer has given at least 30 days' prior written notice to the Administrative Agent and has taken all actions required under the UCC of each relevant jurisdiction in order to continue the first priority perfected security interest of the Administrative Agent, as agent for the Secured Parties, in the Collateral. (c) Credit and Collection Policy. The Servicer will not amend, modify, restate or replace, in whole or in part, in any material respect, the Credit and Collection Policy, without the prior written Consent of the Administrative Agent, which consent shall not be unreasonably withheld. If the Administrative Agent does not provide its written consent to, or rejection of, a proposed material amendment, modification, restatement or replacement of the Credit and Collection Policy within 10 Business Days of its receipt of notice thereof from the Servicer, then the Administrative Agent will be deemed to have consented to such amendment, modification, restatement or replacement. (d) Change in Payment Instructions to Obligors. The initial Servicer will not make any change in its instructions to the Obligors regarding payments to be made to the Borrower or the Servicer, except as otherwise permitted by the Credit and Collection Policy, or payments to be made to the Lockboxes or the Lockbox Account, unless the Administrative Agent has Consented to such change and has received duly executed documentation related thereto. (e) Extension or Amendment of Contracts. The Servicer will not, except as otherwise permitted in Section 7.03(c)(i), extend, amend or otherwise modify the terms of any Contract. (f) [Reserved]. (g) No Liens. Other than as permitted by this Agreement, the Servicer shall not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than the Lien created by this Agreement) on all or any portion of the Collateral or any interest therein; and the Servicer shall defend the right, title and interest of the Administrative Agent on behalf of the Secured Parties in, to and under the Collateral against all claims of third parties claiming through or under the Servicer. 104 (h) Release; Additional Covenants. The Servicer shall not (i) release any Financed Vehicle securing any Receivable from the security interest granted therein by such Receivable in whole or in part except (A) in the event of payment in full by the Obligor thereunder or upon transfer of such Financed Vehicle to a purchaser following repossession by the Servicer or (B) to an insurer in exchange for Insurance Proceeds paid by such insurer resulting from a claim for the total insured value of a Financed Vehicle, or (ii) take any action that would reasonably be expected to impair the rights of the Borrower, the Secured Parties or the Collateral Custodian in the Collateral. Notwithstanding any other provision of this Agreement, the Servicer may release any Financed Vehicle from the security interest created by the related Receivable when the Servicer deposits into the Collection Account an amount equal to the related Release Price or the entire amount of Insurance Proceeds, Recoveries and other Collections it has received or expects to receive with respect to such Receivable and such Financed Vehicle. (i) ERISA. The Servicer will not (A) engage or permit any ERISA Affiliate to engage in any prohibited transaction for which an exemption is not available or has not previously been obtained from the United States Department of Labor and which would result in a Material Adverse Effect, or (B) to the extent it would result in a Material Adverse Effect (i) permit to exist any accumulated funding deficiency, as defined in Section 302(a) of ERISA and Section 412(a) of the Code, or funding deficiency with respect to any Benefit Plan other than a Multiemployer Plan, (ii) fail to make any payments to a Multiemployer Plan that the Servicer or any such ERISA Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto, (iii) terminate any Pension Plan so as to result in any liability or (iv) permit to exist any occurrence of any Reportable Event. (j) Anti-Corruption Laws and Sanctions. The initial Servicer will not request any Loan, and none of the initial Servicer, any Subsidiary or Affiliate or the Servicer shall use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. ARTICLE SEVEN ADMINISTRATION AND SERVICING OF RECEIVABLES Section 7.01. Designation of Servicing. The Administrative Agent and the Borrower, at the direction of and on behalf of the Administrative Agent, hereby appoint DFC, as Servicer to manage, collect and administer each of the Receivables and the other Collateral, and to enforce its respective rights and interests in and under the Collateral and DFC hereby accepts such 105

appointment and agrees to perform the duties and responsibilities of the Servicer pursuant to the terms hereof. Section 7.02. Servicing Compensation. As compensation for its servicing activities hereunder and reimbursement for its expenses, the Servicer shall be entitled to receive the Servicing Fee to the extent of funds available therefor pursuant to Section 2.06(ii). The Servicer shall further be entitled to retain as additional servicing compensation any and all Ancillary Fees from Obligors. Section 7.03. Duties of the Servicer. (a) Standard of Care. The Servicer agrees that its servicing and collection of the Receivables shall be carried out in accordance with the Credit and Collection Policy and Applicable Law and, to the extent more exacting, the degree of skill and attention that the Servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or others. (b) Records Held in Trust. The Servicer shall hold in trust for the Secured Parties all records which evidence or relate to all or any part of the Collateral. The outgoing Servicer shall promptly deliver to any Successor Servicer, and the Successor Servicer shall hold in trust for the Borrower and the Secured Parties ,all records which evidence or relate to all or any part of the Collateral. (c) Collection Practices. (i) The Servicer shall be responsible for collection of payments called for under the terms and provisions of the Contracts related to the Receivables, as and when the same shall become due. The Servicer, in making collection of Receivable payments pursuant to this Agreement, shall be acting as agent for the Borrower, and shall be deemed to be holding such funds in trust on behalf of and as agent for the Borrower. The Servicer, consistent with the Credit and Collection Policy in effect at the time of acting, shall service, manage, administer and make collections on the Receivables on behalf of the Borrower and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection therewith which are consistent with this Agreement. The Servicer may in its discretion grant extensions, rebates or adjustments on a Contract or amend or modify any Contract (including modifying the APR or the amount of the Scheduled Payments) as permitted by the Credit and Collection Policy then in effect. If any such modification occurs after the Termination Date, such Receivable must be repurchased by the initial Servicer pursuant to Section 5.04(b). The Servicer may in its discretion waive any late payment charge or any other fees, not including interest on the Principal Balance, that may be collected in the ordinary course of servicing a Receivable. The Servicer shall also enforce all rights of the Borrower under the Purchase Agreement (including each Purchase Agreement Supplement) including the right to require DFC to repurchase Receivables for breaches of representations and warranties made by DFC. 106 (ii) Consistent with the Credit and Collection Policy, if any Receivable is past due or delinquent, in whole or in part, the Servicer will make reasonable and customary efforts to contact the Obligor. The Servicer shall continue its efforts to obtain payment from an Obligor who is past due or delinquent on a Receivable until the related Financed Vehicle has been repossessed and sold or the Servicer has determined that all amounts collectable on the Receivable have been collected. The Servicer shall use commercially reasonable efforts, consistent with the Credit and Collection Policy and the standard of care set forth in Section 7.03(a), to collect funds on a Defaulted Receivable and by the close of business on the second Business Day following receipt of such Collections to cause such Collections to be deposited into the Collection Account. (iii) In the event a Receivable becomes a Defaulted Receivable, the Servicer, itself or through the use of independent contractors or agents shall, consistent with the Credit and Collection Policy, repossess or otherwise convert the ownership of the Financed Vehicle securing any such Receivable. All costs and expenses incurred by the Servicer in connection with the repossession of the Financed Vehicles securing such Receivables shall be reimbursed to the Servicer (other than overhead), to the extent not previously recouped by the Servicer from Recoveries on the Payment Date immediately succeeding the Collection Period in which the Servicer delivered to the Administrative Agent an itemized statement of such costs and expenses. Notwithstanding the foregoing and consistent with the terms of this Agreement, the Servicer shall not be obligated to repossess or take any action with respect to a Defaulted Receivable if, in its reasonable judgment consistent with the Credit and Collection Policy, the Recoveries would not be increased. (iv) The Servicer shall deposit or cause to be deposited by electronic funds transfer all Collections to the Collection Account no later than two Business Days after the earlier of the deposit of such amounts into the Lockbox Account or the receipt of such amounts by or on behalf of the Servicer or the Borrower. Notwithstanding the foregoing, in no event shall any Successor Servicer be obligated to transfer funds in excess of the available funds in the Lockbox Account. (v) Notwithstanding the provisions of subclause (iv), at any time that (A) DFC is the Servicer, (B) Lithia has long-term unsecured debt ratings of not less than "A" by Standard & Poor's and not less than "A2" by Moody's, and (C) no Early Amortization Event, Termination Event, or Servicer Termination Event has occurred and is continuing, the Servicer may make a single monthly deposit of Collections to the Collection Account in immediately available funds, provided that such deposit is made not later than 3:00 p.m., New York City time, on the second Business Day preceding the Payment Date following the Collection Period with respect to which such Collections relate. (d) Collection; Recourse; Sales of Financed Vehicles. The Servicer, itself or through the use of independent contractors or agents, is authorized to follow practices consistent with the Credit and Collection Policy in its servicing of automotive receivables, which may include reasonable efforts to realize rights of recourse against any Dealer and selling a Financed Vehicle 107

at public or private sale; provided, that the Servicer, itself or through the use of independent contractor or agents shall, in accordance with the Credit and Collection Policy, attempt to maximize the sales proceeds for each repossessed Financed Vehicle. The foregoing shall be subject to the provision that, in any case in which a Financed Vehicle shall have suffered damage, the Servicer shall not expend funds for the repair or the repossession of such Financed Vehicle unless the Servicer shall determine in its discretion that such repair or repossession would increase the Recoveries in an amount greater than the cost of repairs. Notwithstanding the foregoing and consistent with the terms of this Agreement, the Servicer shall not be obligated to repossess or take any action with respect to a repossessed Financed Vehicle if, in its reasonable judgment and consistent with the Credit and Collection Policy, the Recoveries would not be increased. (e) Insurance. The Servicer shall: (i) on behalf of the Borrower, administer and enforce all rights and responsibilities of the Borrower, as owner of the Receivables, provided for in the Insurance Policies relating to the Receivables; (ii) administer the filings of claims under the Insurance Policies by filing the appropriate notices related to claims, including initial notices of loss, as well as claims with the respective carriers or their authorized agents all in accordance with the terms of the Insurance Policies; and use reasonable efforts to file such claims on a timely basis after obtaining knowledge of the events giving rise to such claims. (iii) utilize such notices, claim forms and claim procedures as are required by the respective insurance carriers; (iv) upon receipt of notice that an Obligor's physical damage insurance covering a Financed Vehicle related to a Receivable has lapsed or is otherwise not in force, notify such Obligor that each Obligor is required to maintain physical damage insurance covering a Financed Vehicle throughout the term of the related Receivable; (v) not be required to pay any premiums or, other than administering the filing of claims and performing reporting requirements specified in the Insurance Policies in connection with filing such claims, perform any obligations of the named insured under such Insurance Policies; and (vi) not be responsible to the Borrower, the Secured Parties or the Collateral Custodian for any (A) act or omission to act done in order to comply with the requirements or satisfy any provisions of the Insurance Policies or (B) act, absent willful misconduct or negligence, or omission to act done in compliance with this Agreement. In the case of any inconsistency between this Agreement and the terms of any Insurance Policy, the Servicer shall comply with the latter. 108 (f) Obligation to Restore. In the event of any physical loss or damage to a Financed Vehicle related to a Receivable from any cause, whether through accidental means or otherwise, the Servicer shall have no obligation to cause the affected Financed Vehicle to be restored or repaired. However, the Servicer shall comply with the provisions of any insurance policy or policies directly or indirectly related to any physical loss or damage to a Financed Vehicle. (g) Security Interests. The Borrower hereby directs the Servicer to take or cause to be taken such steps as are necessary, to maintain perfection of the security interest created by each such Receivable in the related Financed Vehicle. The Servicer shall, at the direction of the Borrower, the Administrative Agent or the Collateral Custodian (if other than DFC), take any action necessary to preserve and protect the security interests of the Borrower, the Secured Parties and the Collateral Custodian in the Receivables, including any action specified in any Opinion of Counsel delivered to the Servicer. For the avoidance of doubt, any action taken by the Successor Servicer pursuant to this clause shall be a reimbursable expense paid in accordance with the provisions of Section 2.06. (h) Realization on Financed Vehicles. The Servicer represents, warrants and covenants that in the event that the Servicer realizes upon any Financed Vehicle, the methods utilized by the Servicer to realize upon such Receivable or otherwise enforce any provisions of such Receivable, will be conducted in accordance with the provisions of this Agreement, the Credit and Collection Policy and Applicable Law. (i) Recordkeeping. The Servicer shall: (i) maintain legible copies (in electronic or hard-copy form, in the discretion of the Servicer) or originals of all documents in its Receivable File with respect to each Receivable and the Financed Vehicle related thereto; and (ii) keep books and records, reasonably satisfactory to the Administrative Agent, pertaining to each Receivable and shall make periodic reports in accordance with this Agreement; such records may not be destroyed or otherwise disposed of except as provided herein and as allowed by Applicable Law, all documents, whether developed or originated by the Servicer or not, reasonably required to document or to properly administer any Receivable shall remain at all times the property of the Borrower and shall be held in trust by the Servicer; the Servicer shall not acquire any property rights with respect to such records, and shall not have the right to possession of them except as subject to the conditions stated in this Agreement; and the Servicer shall bear the entire cost of restoration in the event any Receivable File shall become damaged, lost or destroyed while in the Servicer's possession or control 109

(j) Control of Electronic Contracts. The Servicer, in its capacity as Collateral Custodian, shall at all times maintain 'control' (within the meaning of the UCC as then in effect in the relevant State) of the Electronic Contracts. Neither the Collateral Custodian nor the Borrower will communicate, or permit any custodian or vaulting agent thereof to communicate, an authoritative copy of any Electronic Contract to any Person other than the Electronic Vault Provider, the Servicer, the Borrower or the Administrative Agent. Section 7.04. Collection of Payments. (a) Payments to the Lockboxes or the Lockbox Account. On or before the relevant Funding Date, the initial Servicer shall have instructed all related Obligors to make all payments in respect of the related Receivables directly to the Lockboxes or the Lockbox Account. (b) Establishment of the Collection Account. On or before the Closing Date, the Servicer shall cause the Collection Account to be established with the Account Bank in the name of the Borrower. The Collection Account shall at all times be subject to the Control Agreement. (c) Adjustments. If the Servicer (i) makes a deposit into the Collection Account in respect of a collection of a Receivable and such collection was received by the Servicer in the form of a check that is not honored for any reason, (ii) makes a mistake with respect to the amount of any collection and deposits an amount that is less than or more than the actual amount of such collection or (iii) is entitled to reimbursement of any Ancillary Fees in accordance with Section 7.02, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check, mistake or reimbursement (as applicable). Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid. Section 7.05. Servicer Advances. For each Collection Period, if the Servicer determines that any Scheduled Payment (or portion thereof) that was due and payable pursuant to a Receivable during such Collection Period was not received prior to the last day of such Collection Period, the Servicer may, but is not obligated to, make an advance in an amount up to the amount of such delinquent Scheduled Payment (or portion thereof); in addition, if on any day there are not sufficient funds on deposit in the Collection Account to pay accrued Interest, the Servicer may, but is not obligated to, make an advance in the amount necessary to pay such Interest (each, a "Servicer Advance"), in each case if the Servicer reasonably believes that the Servicer Advance will be recovered from subsequent payments with respect to such Receivable. The Servicer will deposit any Servicer Advances into the Collection Account on or prior to 2:00 p.m., New York City time, on the related Payment Date, in immediately available funds. The Servicer shall be entitled to reimbursement of Servicer Advances from subsequent payments on or in respect of the Receivable with respect to which a Servicer Advance was made, including collections of any prepayments, amounts deposited in the Collection Account for the repurchase of the Receivable for a breach of a representation or warranty and, if the Servicer determines that a Servicer Advance will not be recovered from the Receivable to which it relates, from collections related to other Receivables. Notwithstanding anything to the contrary set forth herein, no Successor Servicer will be required to make any Servicer Advance. 110 Section 7.06. Payment of Certain Expenses by Servicer. Except for such amounts and expenses for which the Servicer is entitled to reimbursement as provided herein, the Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement, including the fees and disbursements of independent certified public accountants, Taxes imposed on the Servicer, expenses incurred in connection with payments and reports pursuant to this Agreement, fees and expenses of subservicers and agents of the Servicer, and all other fees and expenses not expressly stated under this Agreement for the account of the Borrower. The initial Servicer will be required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the maintenance of the Collection Account. The initial Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee. Section 7.07. Reports and Audit. (a) Monthly Reports. On each Reporting Date, the Servicer will provide to the Borrower, the Administrative Agent (for further delivery to each Agent), the Backup Servicer and, to the extent requested or required by a Hedge Counterparty, such Hedge Counterparty, a Monthly Report. No such Monthly Report is required to have been executed by a Responsible Officer unless such Monthly Report is delivered on a Funding Date. (b) Quarterly Report. By the 15th of each February, May, August and November, commencing in August 2020, the Servicer will provide a Quarterly Report to the Administrative Agent (for further delivery to each Agent) and, to the extent requested or required by a Hedge Counterparty, such Hedge Counterparty. The Administrative Agent or a Hedge Counterparty may request such report more frequently if required by regulators or to comply with Applicable Law (including Basel II and Basel III). (c) Serviced Portfolio Information. Upon the reasonable request of the Administrative Agent, the initial Servicer shall provide, at its own expense, the Administrative Agent with information on the Serviced Portfolio regarding delinquencies, loss-to-liquidations, annualized losses and such other information as the Administrative Agent may request, but solely to the extent that such data is available to the Servicer without undue administrative burden or cost. (d) Audit. Once during each calendar year (commencing in 2020), at such times during normal business hours as are reasonably convenient to the Borrower or the Servicer, as the case may be, at the sole cost and expense of the Servicer (provided, that such costs and expenses are reasonable and customary for similar types of inspections in the industry and do not exceed $75,000 per annum) and upon reasonable request of the Administrative Agent and prior written notice to the Borrower or the Servicer, as the case may be, the Borrower or the Servicer, as the case may be, shall permit such Person or Persons as the Administrative Agent may designate (including the Backup Servicer or an independent accounting firm), with the approval of the Required Lenders, to conduct, on behalf of all of them, audits or to visit and inspect any of the properties of the Borrower or the Servicer where the Receivable Files are located, as the case may be, to examine the Receivable Files, internal controls and procedures maintained by the Borrower or Servicer, as the case may be, and take copies and extracts therefrom, and to discuss the affairs of the Borrower and the Servicer with their respective officers and employees (which employees, except after the occurrence and during the continuation of a Termination Event or 111

Servicer Termination Event, shall be designated by the Borrower or the Servicer, as the case may be) and, upon written notice to the Borrower or the Servicer, as the case may be, independent accountants. The scope of any audit or inspection will be a scope agreed upon between the Servicer and the Administrative Agent. The Administrative Agent may request to take the foregoing actions more than once per calendar year if it has a commercially reasonable basis for requesting such actions, but any additional inspections and audits shall be at the expense of the Administrative Agent. After the occurrence and during the continuation of a Termination Event, Unmatured Termination Event, Unmatured Servicer Termination Event or Servicer Termination Event, the Administrative Agent, the Backup Servicer and their respective representatives shall be permitted to take the foregoing actions without being subject to any limitation on the number of audits, visits or inspections that may be conducted during a calendar year and such audits, visits or inspections shall be at the sole cost and expense of the Servicer and such costs and expenses shall not be subject to a cap; provided, that the Administrative Agent and its representatives shall make reasonable efforts to coordinate, and provide a prior written notice of, such audits, visits and inspections. The Borrower or the Servicer, as the case may be, hereby authorizes such officers, employees and independent accountants to discuss with the Administrative Agent and its representatives, the affairs of the Borrower or the Servicer, as the case may be. The Servicer shall reimburse the Administrative Agent for all reasonable fees, costs and expenses incurred by or on behalf of the Secured Parties in connection with the foregoing actions promptly upon receipt of a written invoice therefor. Nothing in this subsection shall affect the obligation of the Servicer to observe any Applicable Law prohibiting the disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this subsection. In the case of any Successor Servicer, any fees or expenses of the Servicer referenced in this Section shall be reimbursable in accordance with the provisions of Section 2.06. Section 7.08. Quarterly Statement as to Compliance. The initial Servicer shall deliver to the Administrative Agent, (a) within 45 days after the end of the calendar quarter ending on September 30, 2020 and (b) within 30 days after the end of each calendar quarter thereafter, an Officer's Certificate, stating that (i) a review of the activities of the Servicer during the preceding quarterly period (or since the Closing Date in the case of the first such Officer's Certificate) and of its performance under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such quarter (or such shorter period in the case of the first such Officer's Certificate), or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Section 7.09. Backup Servicer; Entry into Backup Servicing Agreement. (a) The parties hereto acknowledge and agree that, as of the date of this Agreement, (i) Vervent Inc., a Delaware corporation, is the "Backup Servicer" and (ii) the Backup Servicing Agreement, dated as of December 17, 2020, by and among the Borrower, the Servicer, and Vervent Inc. is the "Backup Servicing Agreement." (b) At all times that a Backup Servicing Agreement is in effect, (i) the Servicer shall perform all of its duties thereunder and (ii) the Borrower shall both perform all of its duties thereunder and shall cause the Servicer to consult with the Backup Servicer as may be necessary 112 from time to time to perform or carry out the Backup Servicer's obligations thereunder, including the obligation, if requested in writing by the Administrative Agent, to succeed to the duties and obligations of the Servicer pursuant hereto. (c) The Backup Servicer shall be entitled to recover its fees and reimbursable costs as set forth in the Backup Servicing Agreement in accordance with Section 2.06 (but only to the extent that the same have not been paid by the Servicer). Section 7.10. Rights After Assumption of Duties by Backup Servicer or Designation of Successor Servicer; Liability. At any time following the assumption of the duties of the Servicer by the Backup Servicer, in its capacity as Successor Servicer, or the designation of a Successor Servicer (other than the Backup Servicer) pursuant to Section 7.14 as a result of the occurrence of a Servicer Termination Event: (a) The Servicer, on behalf of the Borrower, shall, at the Administrative Agent's request, (i) assemble all of the records relating to the Collateral, including all Receivable Files, and shall make the same available to the Administrative Agent, the Backup Servicer or any Successor Servicer at a place selected by the Administrative Agent, and (ii) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Collateral in a manner acceptable to the Administrative Agent, the Backup Servicer or such other Successor Servicer and shall, no later than two Business Days after receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to, or at the direction of, the Administrative Agent. (b) The Borrower hereby authorizes the Administrative Agent to take or cause to be taken any and all steps in the Borrower's name and on behalf of the Borrower necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under the Collateral, including endorsing the Borrower's name on checks and other instruments representing Collections and enforcing the Receivables. (c) The Successor Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Successor Servicer in such capacity herein. Such liability is limited to only those actions taken or omitted to be taken by the Successor Servicer and caused through its gross negligence, bad faith or willful misconduct. No implied covenants or obligations shall be read into this Agreement against the Successor Servicer and, in the absence of bad faith on its part, the Successor Servicer may conclusively rely on the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Successor Servicer and conforming to the requirements of this Agreement. (d) The Successor Servicer shall not be charged with actual or constructive knowledge of any Termination Event or Unmatured Termination Event unless a Responsible Officer of the Successor Servicer obtains actual knowledge of such event or the Successor Servicer receives written notice of such event from the Borrower, the Servicer or the Administrative Agent. 113

(e) The Successor Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate indemnity against such risks or liability is not reasonably assured to it in writing prior to the expenditure of such funds or the incurrence of financial liability. Section 7.11. Limitation on Liability of the Servicer and Others. Except as expressly provided herein, neither the Servicer nor any of its directors or officers or employees or agents shall be under any liability to the Secured Parties or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of its willful misconduct, bad faith or negligence in the performance of duties or by reason of its willful misconduct hereunder. Section 7.12. The Servicer Not to Resign. The Servicer shall resign only with the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders) or if the Servicer provides an Opinion of Counsel to the Administrative Agent to the effect that such Servicer is no longer permitted by law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until a Successor Servicer, acceptable to the Administrative Agent has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement. Section 7.13. Servicer Termination Events. The occurrence and continuance of any of the following events shall constitute a "Servicer Termination Event" hereunder: (a) any failure by the Servicer to make any payment, transfer or deposit as required by it as required by any Basic Document, to which it is a party, which failure is not remedied within one Business Day; (b) any failure by the Servicer to deliver the Monthly Report by the Reporting Date, which failure is not remedied within one Business Day; (c) an Insolvency Event shall occur with respect to the Servicer; (d) any failure by the Servicer duly to observe or perform in any other covenant or agreement of the Servicer set forth in this Agreement or the other Basic Documents to which the Servicer is a party, which such failure materially and adversely affects the rights or interests of the Secured Parties and remains unremedied for 30 days after the earlier of knowledge thereof by the Servicer or after the date on which written notice of such failure shall have been given to the Servicer; (e) any representation, warranty or certification made by the Servicer in any Basic Document to which it is a party or in any certificate delivered pursuant to any Basic Document to which it is a party shall prove to have been false or otherwise incorrect in any respect when made, deemed made, or delivered, which such incorrect representation, warranty or certification materially and adversely affects the rights or interests of the Secured Parties and, if able to be cured, shall not have been cured for 30 days after the 114 earlier of the date on which the Servicer first has knowledge thereof or the date on which written notice of such failure shall have been given to the Servicer; (f) DFC shall fail to pay any principal of or premium or interest on any Indebtedness having a principal amount of $5,000,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of DFC, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; (g) any material provision of any Basic Document to which the Servicer is a party shall in whole or in part, cease to be in full force and effect or cease to be the legally valid, binding and enforceable obligation of the Servicer; (h) (i) one or more final nonappealable judgments shall be entered against the Servicer by one or more courts of competent jurisdiction assessing monetary damages, individually or in the aggregate over any calendar year, in excess of $1,000,000; (ii) one or more monetary settlements shall be entered into by the Servicer with any Person, individually or in the aggregate over any calendar year, in excess of $1,000,000; (iii) the IRS shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the Servicer and such Lien shall not have been released within 30 days; or (iv) the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Servicer and such Lien shall not have been released within 30 days; (i) any Change in Control shall occur with respect to DFC; (j) a Termination Event shall have occurred and is continuing and shall not have been waived; (k) the Performance Guaranty shall cease to be in full force and effect (other than in accordance with its terms) or the Performance Guarantor shall assert that it is not bound by, or otherwise seek to terminate or disaffirm its obligations under, the Performance Guaranty, or shall otherwise claim that the Performance Guaranty is in any way invalid or unenforceable; (l) as of any Reporting Date, the arithmetic mean of the Serviced Portfolio Delinquency Ratio for the three previous Collection Periods is greater than 6.00%; 115

(m) as of any Reporting Date, the arithmetic mean of the Serviced Portfolio Net Loss Ratio for the three previous Collection Periods is greater than 7.25%; (n) [Reserved]; (o) as of any Reporting Date, the arithmetic mean of the Serviced Portfolio Deferral Ratio for the three previous Collection Periods is greater than 2.00%; or (p) the audit described in Section 7.07(d) for calendar year 2021 is not completed to the reasonable satisfaction of the Administrative Agent by November 5, 2021. Notwithstanding the foregoing, if any delay or failure of performance referred to above shall have been caused by a Force Majeure Event, the applicable grace period referred to above shall be extended for 10 Business Days (and if no grace period is stated above, the applicable grace period shall be 10 Business Days). Upon the occurrence of any of the foregoing, notwithstanding anything herein to the contrary, the Termination Date shall occur and, so long as any such Servicer Termination Event shall not have been remedied within any applicable cure period or waived in writing by the Required Lenders, the following shall immediately occur without further action: (i) the Revolving Period shall terminate and no further Loans will be made; (ii) the Administrative Agent (acting at the direction of or with the consent of the Required Lenders) by written notice to the Servicer (with a copy to each Agent, Lender, Hedge Counterparty, the Backup Servicer and Collateral Custodian) (each, a "Servicer Termination Notice"), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement; (iii) the Administrative Agent may direct the Servicer to direct Collections to an account other than the Lockbox Account or the Collection Account; and (iv) the Administrative Agent may cause the Collateral Custodian to deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Collateral Custodian to the Administrative Agent, or its agent or designee, at such place as the Administrative Agent may reasonably designate. Section 7.14. Appointment of Successor Servicer. (a) On and after the receipt by the Servicer of a Servicer Termination Notice, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent, until a date mutually agreed upon by the Servicer, the Administrative Agent and the Backup Servicer. The Administrative Agent may, in its discretion, at the time described in the immediately preceding sentence, appoint the Backup Servicer as the Successor Servicer hereunder in accordance with this Agreement and the Backup Servicing Agreement., in which case the Backup Servicer shall assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to and be vested in the Backup Servicer as Successor Servicer. All actions taken by the Administrative 116 Agent pursuant to this Section shall be taken upon the request or approval of the Required Lenders. (b) In the event that there is no Backup Servicer at the time that the Servicer is terminated hereunder, or the Administrative Agent does not so appoint the Backup Servicer to succeed the Servicer as Successor Servicer hereunder, or the Backup Servicer is unable to assume such obligations on such date, the Administrative Agent shall as promptly as possible appoint a successor servicer (each such party so appointed or, as applicable, the Backup Servicer as successor to the Servicer, collectively, the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent. (c) Upon the termination and removal of the Servicer, the predecessor Servicer shall cooperate with the Successor Servicer in effecting the termination of the rights and responsibilities of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received, with respect to a Receivable, and the related accounts and records maintained by the Servicer. In the case that the Successor Servicer shall not agree to perform any duties or obligations of the Servicer hereunder, such duties or obligations may be performed or delegated by the Administrative Agent. (d) The Administrative Agent shall have the same rights of removal and termination for cause with respect to the Successor Servicer as with respect to DFC as the Servicer. (e) The Successor Servicer shall act as Servicer hereunder and shall, subject to the availability of sufficient funds in the Collection Account pursuant to Section 2.06 (up to the Servicing Fee), receive as compensation therefor the Servicing Fee pursuant to Section 2.06. (f) All reasonable out-of-pocket costs and expenses (including attorneys' fees and disbursements) incurred in connection with the transferring of Receivables to the Successor Servicer, converting the Servicer's data to the computer system of the Successor Servicer, and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable transition expenses (the "Transition Expenses"). In no event shall the Successor Servicer be responsible for any Transition Expenses. If the predecessor Servicer fails to pay the Transition Expenses, the Transition Expenses shall be payable pursuant to Section 2.06. (g) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer; provided, that any Successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor becomes the Successor Servicer or any claim of a third party based on any alleged action or inaction of the predecessor Servicer; (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer; (iii) no obligation to pay any Taxes required to be paid by the Servicer; (iv) no obligation to pay any of the fees and expenses 117

of any other party to this Agreement; (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including DFC; and (vi) no obligation to service the Receivables in accordance with the Credit and Collection Policy, but shall use its customary credit and collection policies for similar assets or those policies to be agreed to with the Administrative Agent. The indemnification obligations of the Successor Servicer are expressly limited to those instances of gross negligence, bad faith or willful misconduct of the Successor Servicer. Furthermore, to the extent that the Backup Servicing Agreement provides that any representations, warranties, covenants, or other agreements made hereunder by the Servicer, or obligations undertaken hereunder by the Servicer, shall not be made or performed, or shall be made or performed in an alternative manner, by the Backup Servicer in the event that the Backup Servicer becomes the Successor Servicer hereunder, the Borrower, the Administrative Agent, the Agents, the Collateral Custodian and the Lenders agree that the representations, warranties, covenants, other agreement and other obligations of the Servicer hereunder shall not be applicable with respect to, or shall be modified with respect to, the Backup Servicer in its capacity as Successor Servicer and in the manner set forth in the Backup Servicing Agreement. (h) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. Section 7.15. Merger or Consolidation, Assumption of Obligations or Resignation of the Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer may be a party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole or (d) which may succeed to the duties and obligations of the Servicer under this Agreement following the resignation of the Servicer, which Person executes an agreement of assumption acceptable to the Administrative Agent to perform every obligation of the Servicer hereunder, shall, with the prior written Consent of the Administrative Agent (which Consent shall not be unreasonably withheld), be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, that: (i) prior written notice of such consolidation, merger, succession or resignation shall be delivered by the Servicer to the Administrative Agent and the Collateral Custodian (if other than DFC); (ii) immediately after giving effect to such consolidation, merger, succession or resignation, no Servicer Termination Event and no Unmatured Servicer Termination Event shall have occurred and is continuing; (iii) no Termination Event or Unmatured Termination Event would occur as result of such consolidation, merger, succession or resignation; 118 (iv) the Servicer shall have delivered to the Borrower, the Administrative Agent, and the Collateral Custodian (if other than DFC) an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, succession or resignation and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement and the other Basic Documents to which it is a party relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such agreement of assumption is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; and (v) the Servicer shall have delivered to the Borrower, the Administrative Agent, and the Collateral Custodian an Opinion of Counsel to the effect that either: (A) in the opinion of such counsel, all financing statements, continuation statements and amendments and notations on Certificates of Title thereto have been executed and filed that are necessary to preserve and protect the interest of the Borrower, the Secured Parties, the Administrative Agent and the Collateral Custodian in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Section 7.16. Responsibilities of the Borrower. Anything herein to the contrary notwithstanding, the Borrower shall (i) perform, or cause the Servicer to perform, all of its obligations under the Receivables to the same extent as if a security interest in such Receivables had not been granted hereunder, and the exercise by the Administrative Agent of its rights hereunder shall not relieve the Borrower from such obligations and (ii) pay when due, from funds available to the Borrower under Section 2.06(xii), any Taxes, including any sales taxes payable in connection with the Receivables and their creation and satisfaction. No Secured Party shall have any obligation or liability with respect to any Receivable, nor shall any of them be obligated to perform any of the obligations of the Borrower thereunder. Section 7.17. Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Administrative Agent, on behalf of the Secured Parties, hereby revocably appoints the Collateral Custodian as its agent, and the Collateral Custodian hereby accepts such appointment, to act as custodian, on behalf of the Secured Parties, of the Receivables and the Receivable Files. Section 7.18. Duties of Collateral Custodian. (a) Safekeeping. With respect to the documents constituting each Receivable File, the Collateral Custodian shall (i) act exclusively as the custodian for, and the agent and bailee (as such term is used in Section 9-313 of the UCC) of, the Secured Parties, (ii) hold all documents constituting such Receivable Files received by it for the exclusive use and benefit of the Secured Parties and (iii) make disposition thereof only in accordance with the terms of this Agreement or with written instructions furnished by the Administrative Agent. The Collateral Custodian shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Servicer and the Borrower to comply with this Agreement. In performing its duties as custodian, the Collateral Custodian shall act with reasonable care, using that degree of skill and attention that it exercises with respect to the files of comparable motor 119

vehicle installment sale contracts and installment loans that the Collateral Custodian holds for itself or others. The Collateral Custodian shall maintain continuous custody of the Receivable Files and such other documents received by it in secure, fire resistant facilities. Each Receivable shall be identified on the books and records of the Collateral Custodian in a manner that (i) indicates that the Receivable is held by the Collateral Custodian on behalf of the Secured Parties, and (ii) is otherwise necessary, as reasonably determined by the Collateral Custodian to comply with the terms of this Agreement. The Collateral Custodian shall report to the Administrative Agent any failure on its part to hold the Receivable Files and to maintain its accounts, records and computer systems as herein provided and take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review of the Receivable Files by the Secured Parties, and none of the Secured Parties shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder. (b) Maintenance of and Access to Records. The Collateral Custodian shall maintain each Receivable File at one of the locations specified in Schedule D or, if a material portion of the Receivables Files are to be held in any other location, the Collateral Custodian will provide 30 days' prior written notice thereof to the Administrative Agent, each Agent and each Lender. The Collateral Custodian may temporarily move individual Receivable Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures. The Collateral Custodian shall make available to the Secured Parties or their duly authorized representatives, attorneys or auditors a list of locations of the Receivable Files, the Receivable Files and the related accounts, records and computer systems maintained by the Servicer at such times during normal business hours as any Secured Party shall reasonably request. (c) Title to Receivables. The Receivable Files and the other documents delivered to the Collateral Custodian will be delivered from time to time to the Collateral Custodian for the sole purpose of holding for safekeeping. The Collateral Custodian shall not at any time have, or in any way attempt to assert, any interest in any Receivable held by it as custodian hereunder or in the related Receivable File, other than for collecting or enforcing such Receivable for the benefit of the Administrative Agent on behalf of the Secured Parties. (d) Instructions; Authority to Act. The Collateral Custodian shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by a Responsible Officer of the Administrative Agent (acting at the direction of the Required Lenders). (e) Indemnification by Collateral Custodian. The Collateral Custodian, in its capacity as custodian of the Receivable Files, shall indemnify and hold harmless the Secured Parties and each of their respective officers, directors, employees and agents from and against any and all loss, liability or expense that may be imposed on, incurred or asserted against the Secured Parties and each of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody of the Receivable Files by the Collateral Custodian; provided, that the Collateral Custodian shall not be liable for 120 any portion of any such loss, liability or expense resulting from the willful misfeasance, bad faith or gross negligence of any Secured Party. (f) Effective Period and Termination. The Collateral Custodian's appointment as custodian shall become effective as of the Closing Date and shall continue in full force and effect until terminated pursuant to this Section. If the initial Servicer is terminated following a Servicer Termination Event, the appointment of the Collateral Custodian as custodian hereunder may be terminated by the Administrative Agent. As soon as practicable after any such resignation or termination of such appointment, the Administrative Agent shall appoint a successor Collateral Custodian to be custodian of the Receivable Files and the accounts and records relating thereto and the Collateral Custodian shall, at its sole cost and expense, (i) deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Collateral Custodian to such successor Collateral Custodian, or its agent or designee, as the case may be, at such place as such successor Collateral Custodian may reasonably designate and (ii) otherwise cooperate with the successor Collateral Custodian in affecting the termination of the rights and responsibilities of the predecessor Collateral Custodian under this Agreement. From and after the appointment of a successor Collateral Custodian, the predecessor Collateral Custodian shall continue to perform all custodial functions under this Agreement until the date specified by the Administrative Agent in writing or, if no such date is specified, until a date mutually agreed upon by the predecessor Collateral Custodian and the Administrative Agent. The Administrative Agent may, in its discretion, at the time described in immediately preceding sentence, appoint the Backup Servicer as the successor Collateral Custodian hereunder, and the Backup Servicer shall on such date assume all obligations of the Collateral Custodian hereunder, and all authority and power of the predecessor Collateral Custodian under this Agreement shall pass to and be vested in the Backup Servicer. The Administrative Agent shall have the same rights of removal and termination for cause with respect to the Backup Servicer or any other successor Collateral Custodian as with respect to DFC as the Collateral Custodian. (g) Inspection. The Collateral Custodian shall permit the Administrative Agent, the Servicer, the Backup Servicer and each Lender or their designee, upon reasonable prior notice and during the Servicer's regular business hours and at the reasonable expense of the Borrower, to periodically, at the discretion of the Administrative Agent (acting at the direction of the Required Lenders), the Servicer, the Backup Servicer and each Lender, conduct an audit of the Receivables and Receivable Files. Notwithstanding the foregoing, for so long as DFC is the Collateral Custodian, the right to conduct inspections of the Collateral Custodian shall be governed by the provisions of Section 7.07(d). (h) Delegation of Duties. (i) The Collateral Custodian may perform any of its duties through one or more custodial agents without the consent of any Person, except as set forth in clause (iii) below. No such delegation will relieve the Collateral Custodian of its responsibilities with respect to such duties and the Collateral Custodian will remain primarily responsible with respect to such duties, and the Collateral Custodian acknowledges that it remains primarily responsible for the safeguarding of all such Receivable Files and shall be liable for any acts or omissions of such custodial agents 121

while acting on its behalf. The Collateral Custodian will be responsible for the fees of any such custodial agents. (ii) (A) With respect to the Electronic Contracts, the Collateral Custodian has engaged or may engage one or more an Electronic Vault Providers to hold such Electronic Contracts and (B) with respect to Tangible Contracts, the Collateral Custodian has engaged each of Record Xpress of California and Iron Mountain Information Management, LLC to act as a custodial agent to hold such signed documentation and other contents of the related Receivable File on its behalf. (iii) Upon termination of, or resignation by, any custodial agent or the appointment of any new custodial agent, the Collateral Custodian shall provide written notice of such termination, resignation or appointment to the Administrative Agent. ARTICLE EIGHT TERMINATION EVENTS Section 8.01. Termination Events. (a) Each of the following events shall constitute a "Termination Event": (i) failure by the Borrower to (A) make any payment, transfer or deposit required by the terms of any Basic Document on the day such payment, transfer or deposit is required to be made (including any payment of Interest or Unused Commitment Fees on any Payment Date but excluding payments of any Loans Outstanding), or (B) deliver the Monthly Report on the Reporting Date, and in each case, such failure continues unremedied for two Business Days; (ii) failure of the Borrower to pay in full the Loans Outstanding by the Payment Date occurring in the 90th month following the expiration of the latest Commitment Termination Date or to pay any Monthly Principal Payment Amount when the same becomes due and payable pursuant to the terms of the Basic Documents and such failure continues unremedied for one Business Day; (iii) any failure by the Borrower, the Seller or the Performance Guarantor duly to observe or perform any other covenant or agreement of the Borrower, the Seller or the Performance Guarantor, respectively, set forth in this Agreement or the other Basic Documents to which the Borrower, the Seller or the Performance Guarantor, respectively, is a party , which failure materially and adversely affects the rights or interests of the Secured Parties and such failure remains unremedied for 30 days after the earlier of knowledge thereof by the Borrower, the Seller or the Performance Guarantor, as applicable, or after the date on which written notice of such failure shall have been given by the other parties or by the Administrative Agent to the Borrower, the Seller or the Performance Guarantor, as applicable; 122 (iv) any representation or warranty made by the Borrower, the Seller or the Performance Guarantor in any Basic Document to which it is a party or in any Funding Request, Monthly Report, Quarterly Report or other report, certificate or notice delivered pursuant to any Basic Document to which it is a party, shall prove to have been false or otherwise incorrect in any respect when made, deemed made or delivered, which such false or incorrect representation, warranty or information materially and adversely affects the rights or interests of the Secured Parties and, if able to be cured, shall not have been cured for 30 days after the earlier of the date on which the Borrower, the Seller, or the Performance Guarantor, as applicable, first has knowledge thereof or the date on which written notice of such failure shall have been given to the Borrower, the Seller, or the Performance Guarantor, as applicable; provided, that no Termination Event shall have occurred under this clause for breaches of representations or warranties that are cured by the repurchase of the related Receivable pursuant to Section 5.04 hereof; (v) an Insolvency Event shall occur with respect to the Borrower, the Seller or the Performance Guarantor; (vi) the Administrative Agent shall fail for any reason to have a valid, first priority perfected security interest in all, or any material portion of, the Collateral, which failure shall not have been cured for ten days after the earlier of the date on which the Borrower or DFC first has knowledge thereof or the date on which written notice of such failure shall have been given to the Borrower or DFC; (vii) (A) one or more final nonappealable judgments shall be entered against the Borrower, the Seller or the Performance Guarantor by one or more courts of competent jurisdiction assessing monetary damages, individually or in the aggregate over any calendar year, in excess of $25,000, $1,000,000 or $1,000,000, respectively; or (B) one or more monetary settlements shall be entered into by the Borrower, the Seller or the Performance Guarantor with any Person, individually or in the aggregate over any calendar year, in excess of $25,000, $1,000,000 or $1,000,000 respectively; (C) the IRS shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the Borrower, the Seller or the Performance Guarantor and such Lien shall not have been released within 30 days; or (iv) the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, the Seller or the Performance Guarantor and such Lien shall not have been released within 30 days; (viii) the Borrower, the Seller or the Performance Guarantor shall fail to pay any principal of or premium or interest on any Indebtedness having a principal amount of $0 or greater (with respect to the Borrower) or $10,000,000 or greater (with respect to the Seller or the Performance Guarantor), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Borrower, the Seller, or the Performance Guarantor, as 123

applicable, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; (ix) any Change in Control shall occur; (x) at any time, the Loans Outstanding exceed the Net Eligible Pool Balance; (xi) the Performance Guaranty shall cease to be in full force and effect (other than in accordance with its terms) or the Borrower, the Servicer or the Performance Guarantor shall assert that it is not bound by, or otherwise seek to terminate or disaffirm its obligations under, the Performance Guaranty, or shall otherwise claim that the Performance Guaranty is in any way invalid or unenforceable; (xii) either (A) any Basic Document shall, in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower, the Seller, DFC (in its capacity as Servicer or Collateral Custodian) or the Performance Guarantor or (B) any of the Borrower, the Seller, DFC (in its capacity as Servicer or Collateral Custodian) or the Performance Guarantor shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability of any Basic Document; (xiii) any Servicer Termination Event (other than a Servicer Termination Event of the type specified in subsections (l), (m), (n) or (o) of Section 7.13) occurs; (xiv) (A) failure on the part of the Borrower (x) to establish one or more Hedge Transactions in fulfillment of the requirements set forth in Section 6.03 within thirty days of the date on which the Initial Loan is made hereunder or (y) at any time thereafter to both (1) maintain one or more Hedge Transactions having notional amounts which, in the aggregate, equal at least 100% of the Loans Outstanding and (2) cause an amount that is at least equal to the Hedge Reserve Account Required Amount to be on deposit in the Hedge Reserve Account; (B) failure on the part of the Borrower within thirty days of receiving direction from the Administrative Agent pursuant to Section 6.03(c) to enter into one or more Hedge Transactions, increase the notional amount of one or more Hedge Transactions, or decrease the notional amount of one or more Hedge Transactions, in each case as directed by the Administrative Agent and in the manner set forth in such Section 6.03(c); or (C) any other failure on the part of the Borrower to maintain one or more Hedge Transactions in fulfillment of the requirements set forth in Section 6.03; 124 (xv) the Borrower shall fail to have an Independent Director as required by Section 6.01(o) at any time; (xvi) the representation of the Borrower set forth in Section 5.01(w) fails to be true and correct at any time; (xvii) as of any Reporting Date, if no Significant Take-out Date occurred during any of the two previous Collection Periods, the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Prime) for such three previous Collection Periods is greater than 5.50%; (xviii) as of any Reporting Date, if no Take-out Date occurred during any of the two previous Collection Periods, the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Non-Prime) for such three previous Collection Periods is greater than 7.50%; and (xix) as of any Reporting Date, if no Take-out Date occurred during any of the two previous Collection Periods, the arithmetic mean of the Conduit Portfolio Delinquency Ratio for such three previous Collection Periods is greater than 5.50%; provided, that any Termination Event may be waived in a writing by the Consenting Lenders to the Borrower, with a copy to the Administrative Agent and the Servicer. Notwithstanding the foregoing, if any delay or failure referred to above shall have been caused by a Force Majeure Event, the applicable grace period referred to above shall be extended for 10 Business Days (and if no grace period is stated above, the applicable grace period shall be 10 Business Days). (b) Upon the occurrence of any Termination Event, the Administrative Agent shall, at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and, upon such declaration, all Loans and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable; provided, that in the event that a Termination Event described in Section 8.01(a)(v) has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. (c) Upon the automatic occurrence or declaration of the occurrence of the Termination Date in accordance with Section 8.01(b), the following shall immediately occur without further action: (i) the Revolving Period shall terminate and no further Loans will be made, (ii) Interest on all Loans Outstanding will be calculated using the Default Rate and (iii) no further Unused Commitment Fees will accrue. Section 8.02. Actions Upon Declaration of the Occurrence of the Termination Date. Upon the automatic occurrence or declaration of the occurrence of the Termination Date following the occurrence of a Termination Event in accordance with Section 8.01(b), the 125

Administrative Agent may, or at the direction of the Required Lenders, shall, exercise in respect of the Collateral the following remedial actions, in addition to any and all other rights and remedies otherwise available to it, including rights available hereunder and all of the rights and remedies of a secured party upon default under the UCC (such rights and remedies to be cumulative and nonexclusive): (a) The Administrative Agent may, without notice to the Borrower except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Loans Outstanding, any Interest accrued thereon and/or any other amount due and owing to any Secured Party against amounts payable to the Borrower from the Collection Account or any part of such account in accordance with the priorities required by Section 2.06. (b) The Administrative Agent may take any action permitted under the Basic Documents, including, without limitation, delivering any shifting control or similar notice under the Control Agreement. (c) Consistent with the rights and remedies of a secured party under the UCC (and except as otherwise required by the UCC), the Administrative Agent may, on behalf of itself and the Lenders and without notice except as specified below, solicit and accept bids for and sell the Collateral or any part of the Collateral in one or more parcels at public or private sale, at any exchange, broker's board or at the Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten Business Days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Borrower in and to the Collateral so sold, and shall be a perpetual bar, both at law and in equity, against the Borrower or any Person claiming the Collateral sold through the Borrower and its successors or assigns. (d) Upon the completion of any sale under Section 8.02(c), the Borrower will deliver or cause to be delivered all of the Collateral sold to the purchaser or purchasers at such sale on the date of sale, or within a reasonable time thereafter if it shall be impractical to make immediate delivery, but in any event full title and right of possession to such property shall pass to such purchaser or purchasers forthwith upon the completion of such sale. Nevertheless, if so requested by the Administrative Agent or by any purchaser, the Borrower shall confirm any such sale or transfer by executing and delivering to such purchaser all proper instruments of conveyance and transfer and release as may be designated in any such request. 126 (e) At any sale under Section 8.02(c), DFC, the Performance Guarantor, the Administrative Agent or any Secured Party may bid for and purchase the property offered for sale and, upon compliance with the terms of sale, may hold, retain and dispose of such property without further accountability therefor. Any Secured Party purchasing property at a sale under Section 8.02(c) may set off the purchase price of such property against amounts owing to such Secured Party in full payment of such purchase price. (f) The Administrative Agent may direct the Servicer to direct Collections to an account other than the Lockbox Account or the Collection Account. (g) The Administrative Agent may exercise at the Borrower's sole expense any and all rights and remedies of the Borrower under or in connection with the Collateral. Section 8.03. Exercise of Remedies. No failure or delay on the part of the Administrative Agent to exercise any right, power or privilege under this Agreement and no course of dealing between the Borrower, on the one hand, and the Administrative Agent, any Agent or the Secured Parties, on the other hand, shall operate as a waiver of such right, power or privilege, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies expressly provided in this Agreement are cumulative and not exclusive of any rights or remedies which the Secured Parties would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of the other party to any other or further action in any circumstances without notice or demand. Section 8.04. Waiver of Certain Laws. The Borrower agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisal, valuation, stay, extension or redemption law now or hereafter in force in any locality where any Collateral may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and the Borrower, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or assets constituting the Collateral marshaled upon any such sale, and agrees that the Administrative Agent or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety or such parcels as the Administrative Agent or such court may determine. Section 8.05. Power of Attorney. The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for in this Article, including: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any sale or other disposition made pursuant hereto, (iii) to execute and deliver 127

for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower thereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Basic Document. In furtherance of the foregoing, the Borrower shall deliver to the Administrative Agent an executed power of attorney in the form of Exhibit D on the Closing Date. If so requested by the Administrative Agent, directly or through a purchaser of any of the Collateral, the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Administrative Agent or such purchaser all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. ARTICLE NINE INDEMNIFICATION Section 9.01. Indemnities by the Borrower. Without limiting any other rights which the Administrative Agent, each Agent, each Lender or its assignee, the Backup Servicer (including in its capacity as Successor Servicer), the Account Bank, the Collateral Custodian (if not DFC), the Servicer (if not DFC) or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, each Agent, each Secured Party, the Backup Servicer, including if it is then acting as Successor Servicer, the Account Bank, the Collateral Custodian (if not DFC) and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") from and against any and all reasonable and documented fees, damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees, court costs, and expenses (collectively, the "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party arising out of or as a result of this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith, or willful misconduct on the part of any Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from: (i) any Receivable represented by the Borrower to be an Eligible Receivable which is not at the applicable time an Eligible Receivable; (ii) reliance on any representation or warranty made or deemed made by the Borrower or any of its respective officers under or in connection with this Agreement or any other Basic Document, which shall have been false or incorrect in any material respect when made or deemed made or delivered; (iii) the failure by the Borrower to comply with any term, provision or covenant contained in this Agreement or any other Basic Document, or a failure by the Borrower to comply with any Applicable Law with respect to any Contract or Receivable, the related Financed Vehicle or the non-conformity of any Contract with any such Applicable Law; (iv) the failure to vest and maintain vested in the Administrative Agent a valid and enforceable security interest in any or all of the 128 Collateral or a valid and enforceable first priority perfected security interest in any or all of the Collateral; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the related Obligor) of an Obligor to the payment of any Receivable comprising a portion of the Collateral which is, or is purported to be, an Eligible Receivable (including a defense based on the Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) or any other claim resulting from the sale or financing of the Financed Vehicle related to such Receivable (other than as a result of the bankruptcy or insolvency of the related Obligor); (vii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with any Contract or the related Financed Vehicle; (viii) the failure by the Borrower to pay when due any Taxes for which the Borrower is liable, including sales, excise or personal property taxes payable in connection with the Collateral; (ix) any repayment or disgorgement by any Agent or a Secured Party of any amount previously distributed in reduction of the Loans Outstanding or payment of Interest, any other Obligation or any other amount due hereunder or under any Hedging Agreement, in each case which amount such entity believes in good faith is required to be repaid or disgorged; (x) any litigation, proceeding or investigation relating to arising from the Basic Documents, the transactions contemplated hereby and thereby, the use of proceeds of the Loans or any other investigation, litigation or proceeding relating to the Borrower in which any Indemnified Party becomes involved as a result of any of the transactions contemplated by the Basic Documents; (xi) the use of the proceeds of any Loan; (xii) any failure by the Borrower to give reasonably equivalent value to the Seller in consideration for the transfer by the Seller to the Borrower of any of the Receivables and the related Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including any provision of the Bankruptcy Code; (xiii) the commingling by the Borrower of any Collections with other funds; 129

(xiv) any claim brought by any Person arising from any activity by the Borrower in servicing, administering or collecting any Receivable; (xv) if JPMorgan Chase Bank, N.A. is not the Lockbox Bank, the failure of the Lockbox Bank to remit any amounts or items of payment held in the Collection Account or the Lockbox Account pursuant to the instructions of the Administrative Agent given in accordance with this Agreement or the other Basic Documents, whether by reason or the exercise of setoff rights or otherwise; (xvi) all reasonable and documented fees, costs and expenses (including reasonable legal fees and expenses) incurred by any Lender, their respective Credit Providers or the Administrative Agent in connection with any amendments or supplements or waivers or consents (including review and analysis thereof) with respect to the Basic Documents or any other document or instrument delivered pursuant hereto or thereto (whether or not the same is finally agreed to) if the same is requested by the Borrower, or is required or necessary under the Basic Documents; or (xvii) any and all Sanctions against, and all reasonable costs and expenses (including attorneys' fees and disbursements) incurred in connection with the defense thereof by the Administrative Agent or any Lender or Agent as a result of funding all or any portion of the Loans or the acceptance of payments or of Collateral due under the Basic Documents. Notwithstanding the foregoing, in no event shall any Indemnified Party be indemnified against any Indemnified Amounts to the extent such Indemnified Amounts are or result from (A) Excluded Taxes, (B) non-payment by any Obligor of any amount that is due and payable under the related Receivable, or (C) any loss in value of any Financed Vehicle or Permitted Investments for reasons that are not caused by the Borrower. For the avoidance of doubt, the terms of this Section 9.01 shall not apply to any indemnification relating to Taxes, which will be governed by the terms of Section 2.11. Any amounts subject to the indemnification provisions of this Section shall be paid by the Borrower solely pursuant to the provisions of Section 2.06 in the order and priority set forth therein not later than the first Payment Date following written demand therefor. 130 Section 9.02. Indemnities by the Servicer. Without limiting any other rights which the Administrative Agent, each Agent, each Lender or its assignee, the Backup Servicer, the Account Bank, the Collateral Custodian (if not DFC) or any of their respective Affiliates may have hereunder or under Applicable Law, the initial Servicer hereby agrees to indemnify the Indemnified Parties from and against any and all Indemnified Amounts awarded against or incurred by, any such Indemnified Party arising out of or as a result of the failure of the initial Servicer to perform its obligations under this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any Indemnified Party. Without limiting the foregoing, the initial Servicer shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer or any of its respective officers under or in connection with this Agreement or any other Basic Document, which shall have been false or incorrect in any material respect when made or deemed made or delivered; (ii) the failure by the Servicer to comply with any term, provision or covenant contained in this Agreement or any other Basic Document to which it is a party or a failure by the Servicer to comply with any term, provision or covenant contained in any agreement executed in connection with this Agreement or any other Basic Document, or with any Applicable Law with respect to any Contract or Receivable, the related Financed Vehicle or the non-conformity of any Contract with any such Applicable Law and any failure by DFC to perform its respective duties under the Contracts and Receivables included as a part of the Collateral; (iii) for so long as DFC is the Servicer, the failure to vest and maintain vested in the Administrative Agent a valid and enforceable security interest in any or all of the Collateral or a valid and enforceable first priority perfected security interest in any or all of the Collateral; (iv) for so long as DFC is the Servicer, the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; (v) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the related Obligor) of an Obligor to the payment of any Receivable comprising a portion of the Collateral which is, or is purported to be, an Eligible Receivable (including a defense based on the Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) or any other claim resulting from the sale or financing of the Financed Vehicle related to such Receivable (other than as a result of the bankruptcy or insolvency of the related Obligor); 131

(vi) any failure by the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement; (vii) the failure by the Servicer to pay when due any Taxes for which the Servicer is liable, including sales, excise or personal property taxes payable in connection with the Collateral; (viii) any litigation, proceeding or investigation relating to arising from the obligation of the Servicer under the Basic Documents to which it is a party, the transactions contemplated hereby and thereby, or any other investigation, litigation or proceeding relating to the Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated by such Basic Documents; (ix) any claim brought by any Person arising from any activity by the Servicer in servicing, administering or collecting any Receivable; (x) to the extent caused by actions or inactions of the Servicer, the failure of the Lockbox Bank to remit any amounts or items of payment held in the Lockbox Account pursuant to the instructions of the Administrative Agent given in accordance with this Agreement or the other Basic Documents, whether by reason or the exercise of setoff rights or otherwise; and (xi) all reasonable and documented fees, costs and expenses (including reasonable legal fees and expenses) incurred by any Lender, their respective Credit Providers or the Administrative Agent in connection with any amendments or supplements or waivers or consents (including review and analysis thereof) with respect to the Basic Documents or any other document or instrument delivered pursuant hereto or thereto (whether or not the same is finally agreed to) if the same is requested by the Servicer. Notwithstanding the foregoing, in no event shall any Indemnified Party be indemnified against any Indemnified Amounts to the extent such Indemnified Amounts are or result from (A) Excluded Taxes, (B) non-payment by any Obligor of any amount that is due and payable under the related Receivable, or (C) any loss in value of any Financed Vehicle or Permitted Investments for reasons that are not caused by the Servicer. Any amounts subject to the indemnification provisions of this Section shall be paid by the Servicer to the related Indemnified Party within 20 Business Days following written demand therefor. Section 9.03. Indemnities by the Backup Servicer in its Capacity as the Successor Servicer. Notwithstanding any indemnification obligations that the Backup Servicer may assume in a Backup Servicing Agreement, in no event shall the Backup Servicer, in its capacity as Successor Servicer, have (a) any liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the Backup Servicer becomes the Successor Servicer or any claim of a third party based on any alleged action or inaction of the 132 predecessor Servicer or (b) any liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including DFC. ARTICLE TEN THE ADMINISTRATIVE AGENT AND THE AGENTS Section 10.01. Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints JPMorgan Chase Bank (and JPMorgan Chase Bank accepts such designation and appointment) as Administrative Agent hereunder, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action which exposes it to personal liability or which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Aggregate Unpaids. (b) Each Lender hereby irrevocably designates and appoints the related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an "Agent") shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent or any Agent. (d) The Administrative Agent shall promptly distribute to each Agent (if such Agent is not otherwise required to receive such notice), who shall promptly distribute to each related Lender all notices, requests for consent and other information received by the Administrative Agent under this Agreement. Section 10.02. Delegation of Duties. Each Agent may execute any of its duties under any of the Basic Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be 133

responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Section 10.03. Exculpatory Provisions. Neither any Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person's own gross negligence or willful misconduct or, in the case of any Agent, the breach of its obligations expressly set forth in this Agreement) or (ii) responsible in any manner to any of the Secured Parties for any recitals, statements, representations or warranties made by the Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or any other Basic Document to which it is a party for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of the Borrower to perform its obligations hereunder, or for the satisfaction of any condition specified in Article Four. No Agent shall be under any obligation to any Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower. No Agent shall be deemed to have knowledge of any Termination Event, Servicer Termination Event, Step-up Event , Stop-Funding Event, or Early Amortization Event unless it has received written notice thereof from the Borrower, the Servicer or a Secured Party. Section 10.04. Reliance. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, written statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Agent), independent accountants and other experts selected by such Agent. (b) Each Agent shall be fully justified in failing or refusing to take any action under any of the Basic Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by, in the case of (i) the Administrative Agent, the Lenders or (ii) an Agent, the Lenders or by the Lenders in its Lender Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. (c) The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Basic Documents in accordance with a request of the Required Lenders (or their Agents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Lenders. (d) Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Basic Documents in accordance with a request of (i) Owners in its Lender Group having Invested Percentages aggregating greater than 50% of the aggregate Invested Percentages of all Owners in such Lender Group and (ii) Lenders in its Lender Group 134 having Commitments aggregating greater than 50% of the aggregate Commitments of all Lenders in such Lender Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Lenders in such Lender Group. (e) No Agent shall be deemed to have knowledge or notice of the occurrence of any breach of this Agreement or the occurrence of any Servicer Termination Event, Early Amortization Event, Step-up Event, Stop-Funding Event, or Termination Event unless it has received notice from the Borrower, the Servicer, the Backup Servicer or any Lender, referring to this Agreement and describing such event. In the event that the Administrative Agent receives such a notice, it shall promptly give notice thereof to each Agent, and in the event any Agent receives such a notice, it shall promptly give notice thereof to the Lenders in its Lender Group. The Administrative Agent shall take such action with respect to such event as shall be reasonably directed by the Required Lenders, and each Agent shall take such action with respect to such event as shall be reasonably directed by (i) all Owners in its Lender Group and (ii) all Lenders in its Lender Group; provided, that unless and until such Agent shall have received such directions, such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such event as it shall deem advisable in the best interests of the Lenders or of the Lenders in its Lender Group, as applicable. Section 10.05. Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of the Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and the Receivables and made its own decision to purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under any of the Basic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and the Receivables. Except for notices, reports and other documents received by an Agent hereunder, no Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian or the Receivables which may come into the possession of such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. Section 10.06. Indemnification. The Lenders (i) agree to indemnify the Administrative Agent in its capacity as such (without limiting the obligation (if any) of the Borrower or the Servicer to reimburse the Administrative Agent for any such amounts), ratably according to their 135

respective Commitments (or, if the Commitments have terminated, Invested Percentages) and (ii) in each Lender Group agree to indemnify the Agent for such Lender Group in its capacity as such (without limiting the obligation (if any) of the Borrower and the Servicer to reimburse such Agent for any such amounts), ratably according to their respective Commitments (or, if the Commitments have terminated, Invested Percentages), in each case from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the obligations under this Agreement, including the Loans Outstanding) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Agent under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting from its own gross negligence or willful misconduct. The provisions of this Section shall survive the payment of the obligations under this Agreement, including the Loans Outstanding, the termination of this Agreement, and any resignation or removal of the applicable Agent. Section 10.07. Agents in their Individual Capacity. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower and any other party to a Basic Document as though it were not an Agent hereunder. In addition, the Lenders acknowledge that one or more Persons which are Agents may act (i) as administrator, sponsor or agent for one or more Lenders and in such capacity act and may continue to act on behalf of each such Lender in connection with its business, and (ii) as the agent for certain financial institutions under the liquidity and credit enhancement agreements relating to this Agreement to which any one or more Lenders is party and in various other capacities relating to the business of any such Lender under various agreements. Any such Person, in its capacity as Agent, shall not, by virtue of its acting in any such other capacities, be deemed to have duties or responsibilities hereunder or be held to a standard of care in connection with the performance of its duties as an Agent other than as expressly provided in this Agreement. Any Person which is an Agent may act as an Agent without regard to and without additional duties or liabilities arising from its role as such administrator or agent or arising from its acting in any such other capacity. None of the provisions to this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. Section 10.08. Successor Administrative Agent. The Administrative Agent may assign its rights and obligations hereunder with the consent of the Required Lenders and upon ten days' notice to the Lenders and the Borrower. The Administrative Agent may resign as Administrative Agent upon ten days' notice to the Lenders, each Agent and the Borrower with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the Administrative Agent pursuant to this Section. If the Administrative Agent shall resign as Administrative Agent under this Agreement, then the Required Lenders shall appoint a successor administrative agent. Any successor administrative agent shall succeed to the rights, powers and duties of resigning Administrative Agent, and the term "Administrative Agent" shall mean such 136 successor administrative agent effective upon its appointment, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. After the retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Section 10.09. Erroneous Payments. (a) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a 'Payment') were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, 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 Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 10.09(a) shall be conclusive, absent manifest error. (b) Each Lender hereby further agrees that if it receives a Payment 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 sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a 'Payment Notice') or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Borrower hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such 137

Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower. (d) Each party’s obligations under this Section 10.09 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Basic Document. ARTICLE ELEVEN ASSIGNMENTS; PARTICIPATIONS Section 11.01. Assignments and Participations. (a) Each Lender may upon at least 30 days' notice to the Administrative Agent and the Agents assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement; provided, that (i) each such assignment shall be of a constant, and not a varying percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment), except if being assigned to an Affiliate of the Lender, shall in no event be less than the lesser of (A) $5,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender's Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Borrower), for its recording in the Lender Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Administrative Agent, (v) the parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including the reasonable fees and disbursements of counsel for the Administrative Agent) incurred by the Administrative Agent in connection with such assignment, (vi) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the confidentiality provisions of Article Twelve and (vii) there shall be no increased costs, expenses or Taxes incurred by the Administrative Agent or any Lender Group upon assignment or participation and provided, further that notwithstanding the foregoing, with respect to any assignment by a Lender to another Lender in its Lender Group that is already party to this Agreement, no prior notice, execution and delivery of an Assignment and Acceptance or payment of a processing and recordation fee shall apply. Upon such execution, delivery and recording by the Administrative Agent, from and after the effective date specified in each Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). 138 (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assignee confirms that it has received a copy of this Agreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iii) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (iv) such assigning Lender and such assignee confirm that such assignee is an Eligible Assignee; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (c) The Administrative Agent shall maintain at its address referred to herein a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names, addresses and Commitment of each Lender and the Principal Amount (and stated interest) of each Loan made by each Lender from time to time (the "Lender Register"). The entries in the Lender Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and the Lenders shall treat each Person whose name is recorded in the Lender Register as a Lender hereunder for all purposes of this Agreement. The Lender Register shall be available for inspection by any Agent or Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Subject to the provisions of Section 11.01(a), upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, accept such Assignment and Acceptance, and the Administrative Agent shall then record the information contained therein in the Lender Register. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and each Loan owned by it); provided, that (i) such Lender's obligations under this Agreement (including its Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) 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 and (iv) the Borrower provides its prior written consent to the sale of such participation (such consent of the Borrower not to be unreasonably withheld). Notwithstanding anything herein to the contrary, each participant shall have the rights of a Lender (including any right to receive 139

payment) under Sections 2.10 and 2.11; provided, that no participant shall be entitled to receive payment under either such Section in excess of the amount that would have been payable under such Section by the Borrower to the Lender granting its participation had such participation not been granted, and no Lender granting a participation shall be entitled to receive payment under either such Section in an amount which exceeds the sum of (i) the amount to which such Lender is entitled under such Section with respect to any portion of any Loan owned by such Lender which is not subject to any participation plus (ii) the aggregate amount to which its participants are entitled under such Sections with respect to the amounts of their respective participations. With respect to any participation described in this Section, the participant's rights as set forth in the agreement between such participant and the applicable Lender to agree to or to restrict such Lender's ability to agree to any modification, waiver or release of any of the terms of this Agreement or to exercise or refrain from exercising any powers or rights which such Lender may have under or in respect of this Agreement shall be limited to the right to consent to any of the matters set forth in Section 11.01. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant's interest in the obligations under this Agreement (the "Participant Register"); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any Commitment or Loan or its other obligations under the Agreement) to any person except to (A) the Administrative Agent and (B) the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (f) Each Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant or proposed assignee or participant any information, including Confidential Information, relating to the Borrower furnished to such Lender by or on behalf of the Borrower. (g) Nothing herein shall prohibit any Lender from (i) pledging or assigning as Collateral any of its rights under this Agreement to any Federal Reserve Bank or any other Governmental Authority in accordance with Applicable Law or (ii) pledging or granting a security interest in all or any portion of its rights (including payments to it under this Agreement and the other Basic Documents) under this Agreement to a collateral trustee in order to comply with Rule 3a-7 under the Investment Company Act; provided, that in each case, (A) any such pledge or Collateral assignment may be made without compliance with Section 11.01(a) or 11.01(b) and (B) no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto. 140 ARTICLE TWELVE MUTUAL COVENANTS REGARDING CONFIDENTIALITY Section 12.01. Covenants of the Borrower, the Servicer, the Backup Servicer, the Account Bank and the Collateral Custodian. Each of the Borrower, the Servicer, the Backup Servicer, the Account Bank and the Collateral Custodian severally and with respect to itself only, covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement (including any fees payable in connection with this Agreement or the identity of a Lender under this Agreement), except as the Administrative Agent and the Required Lenders may have consented to in writing prior to any proposed disclosure, except it may disclose such information (a) to its officers, directors, employees, agents, counsel, accountants, auditors, subservicers, advisors or representatives, (b) to the extent such information has become available to the public other than as a result of a disclosure by or through the Borrower, the Servicer, the Backup Servicer, the Account Bank or the Collateral Custodian, (c) to JPMorgan Chase Bank or its Affiliates or (d) to the extent it should be (i) required by Applicable Law (including filing a copy of this Agreement and the other Basic Documents (other than the Fee Letter and excluding from any such copy the identity of each Lender)) as exhibits to filings required to be made with the Securities and Exchange Commission, or in connection with any legal or regulatory proceeding or (ii) requested by any Governmental Authority to disclose such information; provided, that in the case of clause (d)(i), the Borrower, the Servicer, the Backup Servicer, the Account Bank or the Collateral Custodian, as applicable, will use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify the Agent or Lender of its intention to make any such disclosure prior to making such disclosure. Section 12.02. Covenants of the Administrative Agent, the Agents and the Lenders. (a) Each of the Administrative Agent, each Agent and each Lender covenants and agrees that it will not disclose any of the Confidential Information at any time received or obtained by it without the Borrower's prior written consent; provided, that it may disclose any such Confidential Information (i) in connection with participations and assignments pursuant to Section 11.01, (ii) to its officers, directors or employees, to its Affiliates, to any Credit Provider or to any nationally recognized statistical ratings organization that rates the Commercial Paper Notes issued by a Conduit Lender, each of which shall be informed by it of the confidential nature of the Confidential Information and shall have agreed to keep such information confidential, and (iii) to its or its Affiliates' Advisors (provided that such Advisors are advised of the confidential nature of such information and such Advisors are obligated to keep such information confidential pursuant to the terms of their engagement or applicable professional rules). Each of the Administrative Agent, each Agent and each Lender agrees to be responsible for any breach of this Agreement by its Affiliates and Advisors, and it agrees that its Affiliates and Advisors will be advised by it of the confidential nature of such information and that it shall cause its Affiliates to be bound by this Agreement. Notwithstanding the foregoing, with respect to participations and assignments pursuant to Section 11.01 involving an Eligible Assignee other than an entity satisfying clause (i) of the definition of "Eligible Assignee", Confidential Information may not be provided to prospective participants or assignees before the execution of an Assignment and Acceptance, unless such Confidential Information is covered under a separate confidentiality agreement between the assigning Lender and such prospective 141

participant or assignee pursuant to which such prospective participant or assignee shall agree to the provisions set forth in this Article. (b) Each of the Administrative Agent, each Agent and each Lender acknowledges and agrees that any Confidential Information provided to it, in whatever form, is the sole property of the Borrower or DFC, as applicable. Neither such Person nor its Affiliates or Advisors shall use any of the Confidential Information now or hereafter received or obtained from or through the Borrower, DFC or any of their respective Affiliates for any purpose other than for purposes of engaging in, or as otherwise contemplated by, the transactions contemplated by the Basic Documents. (c) If the Administrative Agent, any Agent, a Lender or any of their respective Affiliates or Advisors are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any Confidential Information, the related entity shall, to the extent permitted by law, promptly notify the Borrower and DFC in writing of such requirement so that the Borrower and/or DFC, at their sole cost and expense, may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. The Administrative Agent, each Agent and each Lender or any of their respective Affiliates or Advisors agree to use its reasonable efforts, upon the written request of the Borrower or DFC, as applicable, to obtain or assist the Borrower or DFC, as applicable, in obtaining any such protective order. Failing the reasonably timely entry of a protective order or the reasonably timely receipt of a waiver hereunder, it may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that in the opinion of such party's counsel, it is legally compelled to disclose. (d) Notwithstanding the foregoing, it is understood that the Administrative Agent, each Agent and each Lender or its Affiliates may be required to disclose (and may so disclose, without liability hereunder, provided that it complies with the following sentence) the Confidential Information or portions thereof (i) at the request of a bank examiner or other regulatory authority or in connection with an examination of it or its Affiliates by a bank examiner or other regulatory authority, including in connection with the regulator compliance policy of Administrative Agent, any Agent or any Lender, (ii) to any nationally recognized statistical rating organization (within the meaning of the Exchange Act) (an "NRSRO") either (A) in compliance with Rule 17g-5 under the Exchange Act (or any similar rule or regulation in any relevant jurisdiction) or (B) in connection with the rating or reaffirmation of the rating of the Commercial Paper Notes, each of which shall be informed by Administrative Agent, such Agent, such Lender or such Affiliate, as applicable, of the confidential nature of the Confidential Information and shall have agreed to keep such information confidential, or (iii) to any collateral trustee appointed by such Lender to comply with Rule 3a-7 under the Investment Company Act; provided, that such collateral trustee is informed of the confidential nature of such information and such collateral trustee agrees in writing to keep such Confidential Information subject to an agreement with substantially similar terms as provided herein. (e) It is understood and agreed that no failure or delay by the Borrower, the Servicer, the Backup Servicer, the Collateral Custodian, the Administrative Agent, the Account Bank, each Agent or any Lender in exercising any right, power or privilege hereunder shall operate as a 142 waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Section 12.03. Non-Confidentiality of Tax Treatment and Tax Structure. Notwithstanding anything to the contrary contained herein or in any document related to the transactions contemplated hereby, in connection with Treasury Regulations Section 1.6011-4, Section 301.6111-1T and Section 301.6112-1, the parties hereby agree that, from the commencement of discussions with respect to the transactions described herein, each party hereto (and each of its employees, representatives, Advisors, Affiliates or agents) is permitted to disclose to any and all persons of any kind (other than limitations imposed by State or federal securities laws), the structure and tax aspects of the transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to each such party related to such structure and tax aspects. In this regard, each party hereto acknowledges and agrees that this disclosure of the structure or tax aspects of the transactions is not limited in any way by an express or implied understanding or agreement, oral or written (whether or not such understanding or agreement is legally binding) except as is reasonably necessary to comply with state and federal securities laws. Furthermore, each party hereto acknowledges and agrees that it does not know or have reason to know that its use or disclosure of information relating to the structure or tax aspects of the transactions is limited in any other manner (such as where the transactions are claimed to be proprietary or exclusive) for the benefit of any other Person (other than as it may be limited by State or federal securities laws). ARTICLE THIRTEEN MISCELLANEOUS Section 13.01. Amendments and Waivers. This Agreement may be amended, waived or modified by the written agreement of the Borrower and the Required Lenders. The Administrative Agent shall provide a copy of each such proposed amendment, waiver or other modification to the Account Bank, the Backup Servicer and each Hedge Counterparty. No amendment, waiver or other modification which could have a material adverse effect on the rights or obligations of the Account Bank, the Backup Servicer (including, in its capacity as Successor Servicer) or any Hedge Counterparty shall be effective against the Account Bank, the Backup Servicer or such Hedge Counterparty, as applicable, without the prior written agreement of the Account Bank, the Backup Servicer or such Hedge Counterparty, as applicable. Notwithstanding anything in this Section or in any Basic Document to the contrary, following the determination of a Benchmark Replacement, this Agreement may be amended by the Administrative Agent without the consent of any other Person and, except as provided in Section 2.17(d), without satisfying any other amendment provisions of this Agreement or any other Basic Document, to implement a Benchmark Replacement and any Benchmark Replacement Conforming Changes. For the avoidance of doubt, any Benchmark Replacement Conforming Changes in any amendment to this Agreement may be retroactive (including retroactive to, but not before, the Benchmark Replacement Date) and this Agreement may be amended more than once in connection with any Benchmark Replacement Conforming Changes. 143

Section 13.02. Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including communication by e-mail) and e-mailed, mailed or delivered, as to each party hereto, at its address set forth under its name on the signature pages hereof or specified in such party's Assignment and Acceptance or at such other address as shall be designated by such party in a written notice to the other parties hereto. 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 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, email or other 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. Section 13.03. No Waiver, Rights and Remedies. No failure on the part of any Agent or any Secured Party or any assignee of any Secured Party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law. Section 13.04. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Backup Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, each Agent, the Secured Parties and their respective successors and permitted assigns and, in addition, each Hedge Counterparty shall be an express third-party beneficiary of this Agreement. Section 13.05. Term of this Agreement. This Agreement shall remain in full force and effect until the Facility Termination Date; provided, that (a) the rights and remedies with respect to any breach of any representation and warranty made or deemed made by the Borrower pursuant to Article Five and the indemnification and payment provisions of Article Ten and Section 2.11, (b) the confidentiality provisions of Article Twelve, (c) the provisions of Section 13.10 and (d) any other provision of this Agreement expressly stated to survive, shall be continuing and shall survive any termination of this Agreement. Section 13.06. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO VENUE. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN § 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH 144 LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. Section 13.07. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. Section 13.08. Costs and Expenses. In addition to the rights of indemnification granted to the Administrative Agent, each Agent, the Secured Parties, the Account Bank, the Collateral Custodian and the Backup Servicer and its or their Affiliates and officers, directors, employees and agents thereof under Article Nine, the Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses (other than Taxes) of the Administrative Agent, each Agent, the Secured Parties, the Account Bank and the Backup Servicer incurred in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, each Agent, the other Secured Parties, the Account Bank and the Backup Servicer (including, if it is then acting as the Successor Servicer) with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. Section 13.09. No Insolvency Proceedings. (a) Notwithstanding any prior termination of this Agreement, no Lender shall, prior to the date which is one year and one day after the final payment of the Aggregate Unpaids, petition, cooperate with or encourage any other Person in petitioning or otherwise invoke the process of any Governmental Authority for the purpose of commencing or sustaining an Insolvency Proceeding against the Borrower under any United States federal or State Insolvency Laws or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Borrower or any substantial part of its property or ordering the winding up or liquidation of the affairs of the Borrower. (b) Notwithstanding any prior termination of this Agreement, each party to this Agreement hereby agrees that it shall not institute against, or join any other person in instituting against, any Lender any Insolvency Proceeding, for one year and one day after the latest maturing Commercial Paper Note or other debt security issued by such Lender is paid. 145

Section 13.10. Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of each Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement or any other Basic Document to the contrary, the obligations of any Lender under this Agreement are solely the obligations of such Lender and shall be payable at such time as funds are received by or are available to such Lender in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Lender, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Lender but shall continue to accrue. Each Agent, each Secured Party and each other party to this Agreement agrees that the payment of any claim (as defined in the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes. (c) The provisions of this Section shall survive the termination of this Agreement. Section 13.11. Patriot Act Compliance. The Administrative Agent hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it, and each other Lender and the Account Bank, may be required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower, organizational documentation, director and shareholder information, and other information that will allow the Administrative Agent, each Lender and the Account Bank to identify the Borrower in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for the Administrative Agent, each Lender and the Account Bank. 146 Section 13.12. Execution in Counterparts; Electronic Signatures; Severability; Integration. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by electronic mail in a “.pdf” file shall be effective as delivery of a manually executed counterpart of this Agreement. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings other than any fee letter contemplated hereby. Section 13.13. Acknowledgement Regarding Any Supported QFCs. To the extent that the Basic Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Basic Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York or of the United States or any other state of the United States): (a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Basic Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. 147

(b) As used in this Section 13.13, the following terms have the following meanings: “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b) (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). Section 13.14. Right to Set-Off. Each Lender is hereby authorized (in addition to any other rights it may have) at any time after the occurrence of the Termination Date due to the occurrence of a Termination Event, to set off, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by such Lender to, or for the account of, the Borrower against the amount of the Aggregate Unpaids owing by the Borrower to such Lender. Section 13.15. Limitation on Consequential, Indirect and Certain Other Damages. (a) No claim may be made by the Borrower, the Servicer, the Performance Guarantor or any of their Affiliates against the Administrative Agent, any Lender Group Agent, any Lender or any of their Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages arising out of or related to the transactions contemplated by this Agreement or the other Basic Documents, or any act, omission or event occurring in connection therewith and each of the Borrower and the Servicer, to the fullest extent permitted by Applicable Law, hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (b) No claim may be made by the Administrative Agent, any Lender Group Agent, any Lender or any of their Affiliates against the Borrower, the Servicer, the Performance Guarantor or any of their Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages arising out of or related to the transactions contemplated by this Agreement or the other Basic Documents, or any act, omission or event occurring in connection therewith and each of the Administrative Agent, each Lender Group 148 Agent and each Lender, to the fullest extent permitted by Applicable Law, hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Section 13.16. Not a Novation. Each party hereto acknowledges and agrees that this Agreement is intended only to amend and restate their continuing obligations under the Existing Loan Agreement in the manner set forth herein, and is not intended as a novation thereof. [Remainder intentionally left blank] 149

[Loan Agreement] THE BORROWER: SCFC BUSINESS SERVICES LLC By: Name: Charles Lietz Title: President Address for Notices: SCFC Business Services LLC 150 N. Bartlett Street Medford, Oregon 97501-5920 Attention: Charles Lietz E-mail: charleslietz@lithia.com with a copy to: Lithia Motors, Inc. Legal Department 150 N. Bartlett Street Medford, Oregon 97501-5920 Attention: Edward Impert E-mail: eimpert@lithia.com IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. [Loan Agreement] THE SERVICER AND COLLATERAL CUSTODIAN: DRIVEWAY FINANCE CORPORATION By: Name: Charles Lietz Title: President Address for Notices: Driveway Finance Corporation 150 N. Bartlett Street Medford, Oregon 97501-5920 Attention: Charles Lietz E-mail: charleslietz@lithia.com with a copy to: Lithia Motors, Inc. Legal Department 150 N. Bartlett Street Medford, Oregon 97501-5920 Attention: Edward Impert E-mail: eimpert@lithia.com

[Loan Agreement] THE ADMINISTRATIVE AGENT AND ACCOUNT BANK: JPMORGAN CHASE BANK, N.A. By: Name: Title: Address for Notices: JPMorgan Chase Bank, N.A. Chase Tower, 7th Floor 10 South Dearborn Street Mail Code IL1-0079 Chicago, Illinois 60603 Attention: Asset-Backed Securities Conduit Group Facsimile No.: (312) 244-3146 Telephone: (312) 732-4087 e-mail: elizabeth.a.slawin@jpmorgan.com abs.treasury.dept@jpmorgan.com abf.operations@jpmorgan.com [Loan Agreement] CONDUIT LENDER: CHARIOT FUNDING LLC By: JPMORGAN CHASE BANK, N.A., as its attorney-in-fact By: Name: Title: Address for Notices: Chariot Funding LLC c/o JPMorgan Chase Bank, N.A. Chase Tower, 7th Floor 10 South Dearborn Street Mail Code IL1-0079 Chicago, Illinois 60603 Attention: Asset-Backed Securities Conduit Group Facsimile No.: (312) 244-3146 Telephone: (312) 732-4087 e-mail: elizabeth.a.slawin@jpmorgan.com abs.treasury.dept@jpmorgan.com abf.operations@jpmorgan.com

[Loan Agreement] COMMITTED LENDER: JPMORGAN CHASE BANK, N.A. By: Name: Title: Address for Notices: Chariot Funding LLC c/o JPMorgan Chase Bank, N.A. Chase Tower, 7th Floor 10 South Dearborn Street Mail Code IL1-0079 Chicago, Illinois 60603 Attention: Asset-Backed Securities Conduit Group Facsimile No.: (312) 244-3146 Telephone: (312) 732-4087 e-mail: elizabeth.a.slawin@jpmorgan.com abs.treasury.dept@jpmorgan.com abf.operations@jpmorgan.com JPMORGAN AGENT: JPMORGAN CHASE BANK, N.A. By: Name: Title: Address for Notices: JPMorgan Chase Bank, N.A. Chase Tower, 7th Floor 10 South Dearborn Street Mail Code IL1-0079 Chicago, Illinois 60603 Attention: Asset-Backed Securities Conduit Group Facsimile No.: (312) 244-3146 Telephone: (312) 732-4087 e-mail: elizabeth.a.slawin@jpmorgan.com abs.treasury.dept@jpmorgan.com abf.operations@jpmorgan.com [Loan Agreement] CITIBANK AGENT AND COMMITTED LENDER: By: Name: Title: Address for Notices: Citi Global Loans / Conduit Operations 1 Penns Way, Ops 2 Floor 2 New Castle, DE 19720 Telephone: (302) 323-5492 Email: conduitoperations@citi.com For all notices except monthly and periodic reporting, borrowing base certificates, Loans and repayments and financials: Citi – Global ABS Financing & Securitization 388 Greenwich Street, 6th Floor Trading New York, New York 10013 Telephone: (212) 723-3716 Email: CitiABSLendingNotices@citi.com and CITIBANK, N.A.

[Loan Agreement] CONDUIT LENDER: CAFCO, LLC, as a Conduit Lender By: Citibank, N.A., as its attorney in fact By: Name: Title: Address for Notices: Citi Global Loans / Conduit Operations 1 Penns Way, Ops 2 Floor 2 New Castle, DE 19720 Telephone: (302) 323-5492 Email: conduitoperations@citi.com For all notices except monthly and periodic reporting, borrowing base certificates, Loans and repayments and financials: Citi – Global ABS Financing & Securitization 388 Greenwich Street, 6th Floor Trading New York, New York 10013 Telephone: (212) 723-3716 Email: CitiABSLendingNotices@citi.com [Loan Agreement] CONDUIT LENDER: CHARTA, LLC, as a Conduit Lender By: Citibank, N.A., as its attorney in fact By: Name: Title: Address for Notices: Citi Global Loans / Conduit Operations 1 Penns Way, Ops 2 Floor 2 New Castle, DE 19720 Telephone: (302) 323-5492 Email: conduitoperations@citi.com For all notices except monthly and periodic reporting, borrowing base certificates, Loans and repayments and financials: Citi – Global ABS Financing & Securitization 388 Greenwich Street, 6th Floor Trading New York, New York 10013 Telephone: (212) 723-3716 Email: CitiABSLendingNotices@citi.com

[Loan Agreement] CONDUIT LENDER: CIESCO, LLC, as a Conduit Lender By: Citibank, N.A., as its attorney in fact By: Name: Title: Address for Notices: Citi Global Loans / Conduit Operations 1 Penns Way, Ops 2 Floor 2 New Castle, DE 19720 Telephone: (302) 323-5492 Email: conduitoperations@citi.com For all notices except monthly and periodic reporting, borrowing base certificates, Loans and repayments and financials: Citi – Global ABS Financing & Securitization 388 Greenwich Street, 6th Floor Trading New York, New York 10013 Telephone: (212) 723-3716 Email: CitiABSLendingNotices@citi.com [Loan Agreement] CONDUIT LENDER: CRC FUNDING, LLC, as a Conduit Lender By: Citibank, N.A., as its attorney in fact By: Name: Title: Address for Notices: Citi Global Loans / Conduit Operations 1 Penns Way, Ops 2 Floor 2 New Castle, DE 19720 Telephone: (302) 323-5492 Email: conduitoperations@citi.com For all notices except monthly and periodic reporting, borrowing base certificates, Loans and repayments and financials: Citi – Global ABS Financing & Securitization 388 Greenwich Street, 6th Floor Trading New York, New York 10013 Telephone: (212) 723-3716 Email: CitiABSLendingNotices@citi.com

SA-2-1 Commitment: $1,000,000,000 Agent: Mandatory Commitment: JPMorgan Chase Bank, N.A. $750,000,000 Lender Group: Committed Lender: JPMorgan Chase Bank, N.A. Address for Notices: JPMorgan Address for Notices and Investing Office: JPMorgan Chase Bank, N.A. Chase Tower, 7th Floor 10 South Dearborn Street Mail Code IL1-0079 Chicago, Illinois 60603 Attention: Asset-Backed Securities Conduit Group Facsimile No.: (312) 244-3146 Telephone: (312) 732-4087 e-mail: elizabeth.a.slawin@jpmorgan.com abs.treasury.dept@jpmorgan.com abf.operations@jpmorgan.com JPMorgan Chase Bank, N.A. Chase Tower, 7th Floor 10 South Dearborn Street Mail Code IL1-0079 Chicago, Illinois 60603 Attention: Asset-Backed Securities Conduit Group Facsimile No.: (312) 244-3146 Telephone: (312) 732-4087 e-mail: elizabeth.a.slawin@jpmorgan.com abs.treasury.dept@jpmorgan.com abf.operations@jpmorgan.com SCHEDULE A-1 LENDER SUPPLEMENT (JPMORGAN LENDER GROUP) SA-2-2 Account Title: JPMCB – ABF Bank Funded Deals Bank Name: JPMorgan Chase Bank, N.A. ABA/Routing: 021000021 Account Number: 691286527 Re: SCFC Business Services LLC Address for Notices and Investing Office: Chariot Funding LLC c/o JPMorgan Chase Bank, N.A. Chase Tower, 7th Floor 10 South Dearborn Street Mail Code IL1-0079 Chicago, Illinois 60603 Attention: Asset-Backed Securities Conduit Group Facsimile No.: (312) 244-3146 Telephone: (312) 732-4087 e-mail: elizabeth.a.slawin@jpmorgan.com abs.treasury.dept@jpmorgan.com abf.operations@jpmorgan.com Wire Information: Conduit Lender: Account Title: JPMCB ABS Conduit Clearing Account Bank Name: JPMorgan Chase Bank, N.A. ABA/Routing: 021000021 Account Number: 626305127 Re: SCFC Business Services LLC Wire Information: Chariot Funding LLC

SA-2-3 "CP Rate": With respect to any day in any Interest Period (or portion thereof), means the per annum rate calculated to yield the "weighted average cost" (as defined below) for such Interest Period (or portion thereof) in respect to Commercial Paper Notes issued by such Conduit Lender on or after March 1, 2019; provided, that if any component of such rate is a discount rate, in calculating the CP Rate for such Interest Period (or portion thereof), the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum shall be used in calculating such component. As used in this definition, "weighted average cost" for any Interest Period (or portion thereof) means the sum (without duplication) of (i) the actual interest accrued during such Interest Period (or portion thereof) on outstanding Commercial Paper Notes issued by such Conduit Lender on or after March 1, 2019 (excluding any Commercial Paper Notes issued to and held by JPMorgan Chase Bank or any affiliate thereof, other than such Commercial Paper Notes held as part of the market making activities of Conduit Lender's Commercial Paper Notes dealer), (ii) the commissions of placement agents and dealers in respect of such Commercial Paper Notes, (iii) any note issuance costs attributable to such Commercial Paper Notes not constituting dealer fees or commissions, expressed as an annualized percentage of the aggregate principal component thereof, (iv) the actual interest accrued during such Interest Period (or portion thereof) on other borrowings by such Conduit Lender (as determined by such Conduit Lender or an Affiliate thereof), including to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market, which may include loans from such Conduit Lender's agent or its affiliates (such interest rate not to exceed, on any day, the Federal Funds Effective Rate in effect on such day plus 0.50%), and (v) incremental carrying costs incurred with respect to Commercial Paper Notes maturing on dates other than those on which corresponding funds are received by such Conduit Lender, minus any accrual of income net of expenses received from investment of collections received under all receivable purchase facilities funded substantially with Commercial Paper Notes. SA-2-1 Citi Global Loans / Conduit Operations 1 Penns Way, Ops 2 Floor 2 New Castle, DE 19720 Telephone: (302) 323-5492 Email: conduitoperations@citi.com For all notices except monthly and periodic reporting, borrowing base certificates, Loans and repayments and financials: Citi – Global ABS Financing & Securitization 388 Greenwich Street, 6th Floor Trading New York, New York 10013 Telephone: (212) 723-3716 Email: CitiABSLendingNotices@citi.com SCHEDULE A-2 LENDER SUPPLEMENT (CITIBANK LENDER GROUP) Commitment: $250,000,000 Agent: Mandatory Commitment: Citibank, N.A. $250,000,000 Lender Group: Committed Lender: Citibank, N.A. Address for Notices: Citibank

SA-2-2 Address for Notices and Investing Office: Citi – Global ABS Financing & Securitization 388 Greenwich Street, 6th Floor Trading New York, New York 10013 Telephone: (212) 723-3716 Email: CitiABSLendingNotices@citi.com and Citi Global Loans / Conduit Operations 1 Penns Way, Ops 2 Floor 2 New Castle, DE 19720 Telephone: (302) 323-5492 Email: conduitoperations@citi.com SA-2-3 Conduit Lender(s): Wire Information: CAFCO, LLC CHARTA, LLC CIESCO, LLC CRC Funding, LLC Citibank, N.A. Bank Name: Citibank, N.A. ABA/Routing No.: 021-000-089 Account Name: SSB Account No.: 4078-4524 Attention: Loan Admin. Reference: SCFC Business Services LLC CAFCO LLC Bank Name: Citibank, N.A. ABA/Routing No.: 021-000-089 Account Name: CAFCO REDEMPTION A/C Account No.: 4063-6695 Attention: Loan Admin. Reference: SCFC Business Services LLC CHARTA LLC Bank Name: Citibank, N.A. ABA/Routing No.: 021-000-089 Account Name: CHARTA REDEMPTION A/C Account No.: 4073-7402 Attention: Loan Admin. Reference: SCFC Business Services LLC CIESCO LLC Bank Name: Citibank, N.A. ABA/Routing No.: 021-000-089 Account Name: CIESCO REDEMPTION A/C Account No.: 4063-6636 Attention: Loan Admin. Reference: SCFC Business Services LLC CRC Funding LLC** Bank Name: Citibank, N.A. ABA/Routing No.: 021-000-089 Account Name: CRC REDEMPTION A/C Account No.: 4051-7805 Attention: Loan Admin. Reference: SCFC Business Services LLC ** To initially receive all wires

SA-2-4 Address for Notices and Investing Office: Citi Global Loans / Conduit Operations 1 Penns Way, Ops 2 Floor 2 New Castle, DE 19720 Telephone: (302) 323-5492 Email: conduitoperations@citi.com For all notices except monthly and periodic reporting, borrowing base certificates, Loans and repayments and financials: Citi – Global ABS Financing & Securitization 388 Greenwich Street, 6th Floor Trading New York, New York 10013 Telephone: (212) 723-3716 Email: CitiABSLendingNotices@citi.com SA-2-5 Wire Information: Citibank, N.A. Bank Name: Citibank, N.A. ABA/Routing No.: 021-000-089 Account Name: SSB Account No.: 4078-4524 Attention: Loan Admin. Reference: SCFC Business Services LLC CAFCO LLC Bank Name: Citibank, N.A. ABA/Routing No.: 021-000-089 Account Name: CAFCO REDEMPTION A/C Account No.: 4063-6695 Attention: Loan Admin. Reference: SCFC Business Services LLC CHARTA LLC Bank Name: Citibank, N.A. ABA/Routing No.: 021-000-089 Account Name: CHARTA REDEMPTION A/C Account No.: 4073-7402 Attention: Loan Admin. Reference: SCFC Business Services LLC CIESCO LLC Bank Name: Citibank, N.A. ABA/Routing No.: 021-000-089 Account Name: CIESCO REDEMPTION A/C Account No.: 4063-6636 Attention: Loan Admin. Reference: SCFC Business Services LLC CRC Funding LLC** Bank Name: Citibank, N.A. ABA/Routing No.: 021-000-089 Account Name: CRC REDEMPTION A/C Account No.: 4051-7805 Attention: Loan Admin. Reference: SCFC Business Services LLC ** To initially receive all wires

SA-2-6 "CP Rate": With respect to each Conduit Lender for any day during any Interest Period, the per annum rate equivalent to the weighted average of the per annum rates paid or payable by such Conduit Lender from time to time as interest on or otherwise (by means of interest rate hedges or otherwise) that are allocated on a fair and equitable basis, in whole or in part, by its Lender Group Agent (on behalf of such Conduit Lender), which rates shall reflect and give effect to (in each case, to the extent such costs are allocated, in whole or in part, to such Conduit Lender by the related Lender Group Agent (on behalf of such Conduit Lender) (a) the commissions of placement agents and dealers in respect of such commercial paper notes, (b) all reasonable costs and expenses of any issuing and paying agent or other person responsible for the administration of such Conduit Lender’s commercial paper programs in connection with the preparation, completion, issuance, delivery or payment of such commercial paper, and (c) any other costs, fees and expenses associated with the funding or maintenance of the applicable portion of the Loans Outstanding by such Conduit Lender, including any liquidity support, credit enhancement, government sponsored funding programs (including the Federal Reserve Bank’s Commercial Paper Funding Facility), or any other borrowings by such Conduit Lender including, without limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market; provided, however, that if any component of such rate is a discount rate, in calculating the CP Rate, the related Lender Group Agent for such Conduit Lender shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum. SCHEDULE B ELIGIBLE RECEIVABLE CRITERIA An "Eligible Receivable" means a Receivable as to which all of the following conditions are satisfied: 1. which was originated by DFC (i) under an existing Dealer Agreement or (ii) via the Online Platform more than seven (7) days prior to the sale, assignment and transfer of such Receivable by the Seller to the Borrower pursuant to the Purchase Agreement; 2. which at the time of underwriting, the related Obligor provided as its most recent billing address an address located in a State of the United States; 3. for which the related Obligor is not (a) an employee of DFC or Lithia, (b) a fleet customer or (c) the U.S. government or any State or any agency, department or instrumentality of the U.S. government or any State or other government entity; 4. which has an original term to maturity of at least 12 months but not more than 84 months; 5. which has a Principal Balance of at least $500 but not more than $150,000; 6. which constitutes an 'account,' '"tangible chattel paper,' 'electronic chattel paper,' or a 'payment intangible' under and as defined in Article 9 of the UCC as then in effect in the relevant State; 7. which is payable in U.S. Dollars; 8. which arises under a Contract which (a) has been properly executed by the parties thereto, (b) represents the genuine, legal, valid and binding payment obligation in writing of the Obligor, in full force and effect, enforceable by the holder thereof in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally, and (c) contains customary and enforceable provisions so as to render the rights and remedies of the holder thereof against the property subject to such Contract adequate for the realization of the benefits provided thereby; 9. which is not subject to any right of rescission, cancellation, set-off, claim, counterclaim or defense (including the defense of usury) of the Obligor or any proceedings pending or, to the best of the Borrower's knowledge threatened, wherein the Obligor or any Governmental Authority has alleged the related Contract is illegal or unenforceable; 10. which does not require the Obligor to consent to or receive notice of the transfer, sale or assignment of the rights and duties of DFC thereunder; SB-1

11. with respect to which the related Contract requires the Obligor to cause the related Financed Vehicle to be covered by an individual physical damage insurance policy featuring comprehensive and collision coverage, in accordance with the Credit and Collection Policy; 12. which is secured by a valid, subsisting and enforceable first priority perfected security interest, free and clear of any Lien, in favor of the Borrower in the related Financed Vehicle with respect to which all filings have been made, which security interest has been validly assigned by the Borrower to the Administrative Agent and with respect to which all filings necessary in any jurisdiction to give the Administrative Agent a first priority perfected security interest in such Receivable have been made; 13. none of Lithia, DFC or any of their Affiliates have given or loaned to any Obligor with respect to a Receivable, directly or indirectly, any Scheduled Payment or other amounts due or to become due under such Receivable in order to make the Receivable current; 14. to which the Borrower has good and indefeasible title to and was the sole owner of such Receivable, free of Liens (other than Permitted Liens) of others and to which the Seller had the full right to transfer, sell and encumber such Receivable free and clear of any Liens other than the Liens in favor of the Administrative Agent on behalf of the Secured Parties; 15. which shall have complied with, at the time of its underwriting, and shall remain in compliance with, all Requirements of Law, including all consumer protection and usury laws and which, to the best of the Borrower's knowledge, was originated without fraud or misrepresentation; 16. which was originated in the ordinary course of business of the Seller and in accordance with the Credit and Collection Policy; 17. either: (a) with respect to Receivables that are 'tangible chattel paper' under and as defined in Article 9 of the UCC as then in effect in the relevant State, (i) there is only one original executed copy of each Contract, (ii) such Contract is in the possession of the Collateral Custodian, (iii) such Contract has not been sold, transferred, assigned, or pledged by DFC to any Person other than the Borrower, and (iv) such Contract has not been stamped or otherwise marked to show any interest of any Person other than the Borrower; or (b) with respect to Receivables that are 'electronic chattel paper' under and as defined in Article 9 of the UCC as then in effect in the relevant State, (i) there is only one authoritative copy of each Contract within the meaning of Article 9 of the UCC as then in effect in the relevant State, (ii) such authoritative copy is unique, identifiable, and unalterable (other than with the participation of the Collateral Custodian in the case of an addition or amendment of an identified assignee and other than a revision that is readily identifiable as an authorized or unauthorized revision), (iii) such authoritative copy has been communicated to and is maintained by or on behalf of the Collateral Custodian solely for the benefit SB-2 of the Secured Parties, (iv) each copy of the authoritative copy and any copy of a copy are readily identifiable as copies that are not the authoritative copy, (v) the related Receivable was established in a manner such that all copies or revisions that add or change an identified assignee of the authoritative copy of such Contract must be made with the participation of the Collateral Custodian, (vi) the related Receivable was established in a manner such that all revisions of the authoritative copy of the Contract is readily identifiable as an authorized or unauthorized revision, and (vii) such authoritative copy communicated to the Collateral Custodian has no marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any person such Contract has not been sold, transferred, assigned or pledged by DFC to any Person other than the Borrower; 18. with respect to which the related Obligor is (a) not deceased and (b) not the subject of a pending bankruptcy proceeding; 19. which (a) at the time such Receivable was acquired by the Borrower was not more than 30 days past due or a Defaulted Receivable and (b) is not a Defaulted Receivable or a Delinquent Receivable; 20. which at the time of underwriting did not have a Loan-to-Value Ratio of greater than (a) in the case of a Receivable which has a Principal Balance that is less than or equal to $75,000, 160% or (b) otherwise, 140%; 21. which at the time of underwriting had a FICO Score (and was not a Receivable that does not have a FICO Score or had a FICO Score of zero) of (a) in the case of a Receivable which has a Principal Balance that is less than or equal to $75,000, more than or equal to 450, (b) in the case of a Receivable which has a Principal Balance that is greater than $75,000 but less than or equal to $100,000, more than 660, or (c) in the case of a Receivable which has a Principal Balance that is greater than $100,000, more than 740; 22. with respect to which the Payment-to-Income Ratio does not exceed (x) in the case of a Receivable which has a Principal Balance that is less than or equal to $75,000, 20% or (y) otherwise, 15%; 23. with respect to which the Debt-to-Income Ratio does not exceed 60%; 24. with respect to which (a) the related Contract relates to the retail purchase of a motor vehicle, (b) the portion of a payment allocable to interest and the portion allocable to principal under such Contract are determined in accordance with the Simple Interest Method, (c) such Contract provides for a fixed interest rate and level monthly payments (provided, that the payments in the first and last months of the Receivable may be minimally different from the level payment), and (d) the monthly payments under such Contract fully amortize the amount financed and yield interest at the related APR over its original term; 25. with respect to which the related Contract (a) was underwritten by DFC in accordance with the Credit and Collection Policy in effect at the time of underwriting of such Contract, (b) satisfied in all material respects the requirements of the Credit and Collection SB-3

Policy in effect at the time of underwriting of such Contract, and (c) satisfied all Applicable Law in effect at the time of origination; 26. which the related Contract has not been amended, modified, waived, extended or altered by the Servicer in any respect except in accordance with the Credit and Collection Policy; 27. with respect to which the information set forth in the Schedule of Receivables is true and correct in all material respects as of the opening of business on the related Cutoff Date; 28. with respect to which DFC used no selection procedures that identified such Receivable as being less desirable or valuable than other comparable motor vehicle loans originated or acquired by DFC that otherwise meet the eligibility criteria; and 29. with respect to which no Deferral has been granted, unless all Scheduled Payments or portions thereof that that were deferred pursuant to such Deferral were paid by the related Obligor subsequent to the granting of such Deferral. SB-4 SCHEDULE C SCHEDULE OF RECEIVABLES (Original delivered to the Administrative Agent) SC-1

SD-1 9070 3 NJ City LP 0772 8 5911 Fresca Dr. NJ La Palma CA 9062 3 F7 0772 8 PC 811 Route 33 8700 Mercury Lane State Pico Rivera Freehold CA 9066 0 NJ 2A 0772 8 218 W. Yard Rd. F2 Feura Bush NY ZIP 1206 7 M1 811 Route 33 OPM# 000738 RM PG 26 South Middlesex Ave. Route 9W South Building ID Port Ewen Monroe NY Freehold 1246 6 NJ 2 0883 1 4561 Oak Fair Blvd. NJ Tampa FL 3361 0 M2 0772 8 5 26 South Middlesex Ave. 4758 Oak Fair Blvd. F1 Tampa Monroe FL 3361 0 NJ Address BT 0883 1 700 Burning Tree Rd. F3 Fullerton CA 811 Route 33 OPM# 000738 RM 9283 3 CR 811 Route 33 OPM# 000738 RM 1 12958 Midway Place 6298 W 44th Ave. SCHEDULE D LOCATION OF RECEIVABLE FILES Driveway Finance Corporation 150 North Bartlett Street Medford, OR 97501 Iron Mountain Information Management, LLC, at the following locations: Spokane Cerritos WA Freehold 9922 4 CA Freehold SCHEDULE E SCHEDULE OF DOCUMENTS 1. Loan Agreement, dated as of the Closing Date, by and among SCFC Business Services LLC, as borrower (the "Borrower"), Driveway Finance Corporation ("DFC"), as servicer (in such capacity, the "Servicer") and as collateral custodian for the Secured Parties (as defined therein), the Lenders from time to time parties thereto, the Agents for the Lender Groups (as defined therein) from time to time parties thereto (the "Agents"), and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and the Agents (the "Administrative Agent") and as account bank. 2. Purchase Agreement, dated as of the Closing Date, between DFC and the Borrower. 3. Escrow and Control Agreement, dated as of the Closing Date, among the Borrower, JPMorgan Chase Bank, N.A., as escrow agent and bank, and the Administrative Agent. 4. [Reserved]. 5. Fee Letter, dated as of the Closing Date, among DFC, the Borrower and the Administrative Agent. 6. Performance Guaranty of Lithia Motors, Inc., dated the Closing Date. 7. Power of Attorney, dated as of the Closing Date, from the Borrower to the Administrative Agent. 8. Opinion of Morgan, Lewis & Bockius LLP, dated the Closing Date, as to certain true sale matters. 9. Opinion of Morgan, Lewis & Bockius LLP, dated the Closing Date, as to certain non-consolidation sale matters. 10. Opinion of Morgan, Lewis & Bockius LLP, dated the Closing Date, as to certain security interest matters. 11. Opinion of Morgan, Lewis & Bockius LLP, dated the Closing Date, as to certain corporate matters, including an opinion as to the Volcker Rule. 12. Opinion of Stoel Rives LLP, dated the Closing Date, as to certain corporate and security interest matters under Oregon law. 13. Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, dated the Closing Date, as to certain matters relating to Lithia Motor, Inc. SF-1

SCHEDULE F FINANCIAL COVENANTS (LITHIA) "Financial Covenants (Lithia)" means each of: (i) as of any date of determination, the ratio for the four consecutive fiscal quarters ending on the last day of the most recently completed fiscal quarter of (a) (1) EBITDAR, minus (2) dividends and other distributions in respect of Equity Interests of the Company or any Subsidiary (except to the extent such dividends or other distributions are paid to the Company or another Subsidiary), minus (3) amounts expended to repurchase Equity Interests from a Person that is not a Loan Party in accordance with clause (z)(ii) of the last sentence of Section 13.4 and equal to the amount in excess of the Equity Interest Repurchase Threshold for such Measurement Period, minus (4) income tax expense to the extent paid in cash, minus (5) an allowance for maintenance capital expenditures in an amount equal to $85,000 for each Dealership location, plus (6) if any Permitted Acquisition has occurred during any Measurement Period, Pro Forma EBITDAR minus rental or lease expense attributable to any new Acquisition Subsidiary or business acquired in connection with such Permitted Acquisition, as applicable, calculated as if the Permitted Acquisition had occurred on the first day of such Measurement Period (it being understood and agreed that Pro Forma EBITDAR minus rental or lease expense may not be included in this calculation to the extent that it results in an annualized increase of more than 10% in Lithia's consolidated EBITDAR minus rental or lease expense prior to such adjustment, unless Lithia provides to the Agent and the Required Lenders the supporting calculations for such adjustment and such other information as they may reasonably request to determine the accuracy of such calculations); to (b) the sum for the applicable Measurement Period of (1) cash interest, plus (2) required principal payments on Indebtedness (excluding principal payments on Indebtedness described in subsection (r) of Section 13.10) plus (3) rental or lease expense, shall not be less than 1.20 to 1.0; and (ii) as of any date of determination, the ratio for Lithia and all Related Subsidiaries of Lithia on a consolidated basis of (a) (1) the then outstanding principal balance of all Funded Debt (minus the sum of (A) unrestricted cash and cash equivalents plus (B) any amounts held in the PR Accounts plus (C) any amounts held in accounts established by Dual Subsidiaries or Silo Subsidiaries as an offset to floorplan notes payable (or interest thereon), minus (2) the sum of the then outstanding principal balance of the New Vehicle Floorplan Loans, New Vehicle Swing Line Loans, Used Vehicle Floorplan Loans, Used Vehicle Swing Line Loans, * - No amendments that are made to, waivers that are granted with respect to, or other modifications that are made with respect to the Lithia Loan Agreement that would change the amount of Funded Debt that is permitted under such Section shall be given effect hereunder unless consented to by the Administrative Agent. SF-1 Service Loaner Vehicle Floorplan Loans, Service Loaner Vehicle Swing Line Loans, principal amount of any Other Service Loaner Floorplan Financing, Funded Debt permitted under subsection (o) of Section 13.10 of the Lithia Loan Agreement* (but only to the extent constituting floor plan financing), Funded Debt permitted under subsection (p) of Section 13.10 of the Lithia Loan Agreement* (but only to the extent constituting floor plan financing), Funded Debt permitted under subsection (r) of Section 13.10 of the Lithia Loan Agreement* (but only to the extent not guaranteed by Lithia) and Funded Debt permitted under subsection (s) of Section 13.10 of the Lithia Loan Agreement* and, without duplication, Funded Debt permitted under subsection (f) of Section 13.10 of the Lithia Loan Agreement* (but only to the extent the underlying indebtedness that is guaranteed constitutes floor plan financing), plus (3) six times rental or lease expense for the Measurement Period ending on such date; to (b) (1) Pro Forma EBITDAR for the Measurement Period ending on such date (it being understood and agreed that Pro Forma EBITDAR minus rental or lease expense may not be included in this calculation to the extent that it results in an annualized increase of more than 10% in Lithia’s consolidated EBITDAR minus rental or lease expense prior to such adjustment, unless Lithia provides to the Agent and the Required Lenders the supporting calculations for such adjustment and such other information as they may reasonably request to determine the accuracy of such calculations), minus (2) interest expense with respect to the New Vehicle Floorplan Loans, New Vehicle Swing Line Loans, Used Vehicle Floorplan Loans, Used Vehicle Swing Line Loans, Service Loaner Vehicle Floorplan Loans, Service Loaner Vehicle Swing Line Loans and Funded Debt permitted under subsection (o) of Section 13.10 of the Lithia Loan Agreement* (but only to the extent constituting floor plan financing), Funded Debt permitted under subsection (p) of Section 13.10 of the Lithia Loan Agreement* but only to the extent constituting floor plan financing), Funded Debt permitted under subsection (r) of Section 13.10 of the Lithia Loan Agreement* (but only to the extent not guaranteed by Lithia) and Funded Debt permitted under subsection(s) of Section 13.10 of the Lithia Loan Agreement*, in each case for the Measurement Period ending on such date, shall not be greater than 5.75 to 1.0. For purposes of the foregoing Financial Covenants (Lithia), "Lithia Loan Agreement" means the Fourth Amended and Restated Loan Agreement, dated as of April 29, 2021, by and among Lithia, Lithia's subsidiaries that are from time to time parties thereto, each financial institution that is from time to time party thereto as a lender, and U.S. Bank National Association, as agent for the lenders thereunder, as amended in accordance with its terms on or prior to the Amendment No. 9 Effective Date and "Related Subsidiaries of Lithia" means, as of * - No amendments that are made to, waivers that are granted with respect to, or other modifications that are made with respect to the Lithia Loan Agreement that would change the amount of Funded Debt that is permitted under such Section shall be given effect hereunder unless consented to by the Administrative Agent. SF-2

any date of determination, all entities that are defined as "subsidiaries" of Lithia in accordance with the Lithia Loan Agreement as of such date (without giving effect to any amendments to the related definition of "subsidiary" on or after the Closing Date other than those that have been consented to by the Administrative Agent). Furthermore, all capitalized terms used in the foregoing Financial Covenants (Lithia) that are not defined in Section 1.01 of the Agreement have the meanings assigned thereto in the Lithia Loan Agreement, without giving effect to any amendments that are made to, waivers that are granted with respect to, or other modifications that are made with respect to the Lithia Loan Agreement on or after the Closing Date unless the same have been consented to by the Administrative Agent. * - No amendments that are made to, waivers that are granted with respect to, or other modifications that are made with respect to the Lithia Loan Agreement that would change the amount of Funded Debt that is permitted under such Section shall be given effect hereunder unless consented to by the Administrative Agent. SF-3 SCHEDULE G APPROVED BACKUP SERVICERS Vervent Inc. SG-1

EXHIBIT A FORM OF FUNDING REQUEST ____________, 20__ JPMorgan Chase Bank, N.A., as Administrative Agent, Account Bank and as JPMorgan Agent Chase Tower, 7th Floor 10 South Dearborn Street Mail Code IL1-0079 Chicago, Illinois 60603 Attention: Asset-Backed Securities Portfolio Management Citibank, N.A., as Citibank Agent [Address] Attention: [__] Re: SCFC Business Services LLC – Loan Agreement Ladies and Gentlemen: The undersigned is a Responsible Officer of SCFC Business Services LLC (the "Borrower") and is authorized to execute and deliver this Funding Request on behalf of the Borrower pursuant to the Amended and Restated Loan Agreement, dated as of December 31, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), among the Borrower, Driveway Finance Corporation, as servicer and collateral custodian, the Lenders from time to time party thereto, the Agents for the Lender Groups from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent and account bank. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement. The Borrower hereby requests that a Loan be made under the Loan Agreement on __________, ____ in the amount of $__________. In connection with the foregoing, the undersigned hereby certifies, on behalf of the Borrower, as follows: 1. As of the date hereof, the Borrowing Base is __________. After giving effect to the requested Loan, the Loans Outstanding will not exceed the Borrowing Base and no Borrowing Base Deficiency will exist. Attached to this Funding Request is a true, complete and correct calculation of such Borrowing Base and all components thereof. A-1 2. As of the date hereof, the Excess Concentration Amount after giving effect to the requested Loan will be: ______ 3. All of the conditions applicable to the requested Loan as set forth in the Loan Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Loan, including: (a) each of the representations and warranties contained in Article Five of the Loan Agreement are true and correct in all respects on and as of the date hereof, before and after giving effect to the Loan and to the application of the proceeds therefrom as though made on and as of the date hereof; (b) no event has occurred and is continuing, or would result from such Loan or from the application of the proceeds therefrom, which constitutes a Termination Event or Unmatured Termination Event; (c) the Borrower is in material compliance with each of its agreements set forth in the Loan Agreement; (d) no Servicer Termination Event or Unmatured Servicer Termination Event has occurred; and (e) no adverse selection procedures were used by the Borrower with respect to the Receivables which will become a part of the Collateral on the Funding Date. 4. The requested Loan will not, on the Funding Date, exceed the Available Amount and after giving effect to the requested Loan, the Loans Outstanding will not exceed the Borrowing Base. 5. The Hedging Agreement is in effect as required by Section 6.03 of the Loan Agreement. 6. Attached hereto is a true, correct and complete Schedule A to the Purchase Agreement, reflecting all Receivables which will become part of the Collateral on the Funding Date, each Receivable reflected thereon being an Eligible Receivable. 7. The Cutoff Date with respect to the Receivables is , 20_ . SCFC BUSINESS SERVICES LLC By: Name: Title: A-2

EXHIBIT B FORM OF ASSIGNMENT AND ACCEPTANCE Dated __________, 20_ Reference is made to the Amended and Restated Loan Agreement, dated as of December 31, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), among SCFC Business Services LLC, as borrower, Driveway Finance Corporation, as servicer and collateral custodian, the Lenders from time to time party thereto, the Agents for the Lender Groups from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent") and account bank. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement. __________________ (the "Assignor") and ___________________ (the "Assignee") agree as follows: The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor's rights and obligations under the Loan Agreement as of the date hereof which represents the percentage interest specified in Section 1 of Schedule 1 hereto of all outstanding rights and obligations of the Assignor under the Loan Agreement, including such interest in the Commitment of the Assignor and the Lender Advances made by the Assignor. After giving effect to such sale and assignment, the Commitment and the amount of Lender Advances made by the Assignee will be as set forth in Section 2 of Schedule 1 hereto. The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any Lien. The Assignor and the Assignee confirm to and agree with each other and the other parties to Loan Agreement that: (i) other than as provided herein, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or any other instrument or document furnished pursuant thereto; (ii) the Assignee confirms that it has received a copy of the Loan Agreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iii) the Assignee will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender party to the Loan Agreement and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (iv) the Assignor and the Assignee confirm that the Assignee is an Eligible Assignee; (v) the Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such agent by the terms hereof, together with such powers as are reasonably B-1 incidental thereto; (vi) the Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender, including the confidentiality provisions of Article Twelve; and (vii) this Assignment and Acceptance meets all other requirements for such an Assignment and Acceptance set forth in Article Eleven of the Loan Agreement. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent for acceptance. The effective date of this Assignment and Acceptance (the "Assignment Date") shall be the date of acceptance thereof by the Administrative Agent, unless a later date is specified in Section 3 of Schedule 1 hereto. The Assignor and the Assignee agree to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent) incurred by the Administrative Agent in connection with this Assignment and Acceptance. Upon such acceptance by the Administrative Agent, the Assignee shall be a party to the Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, provided, that the Assignor shall, to the extent such rights have been assigned by it under this Assignment and Acceptance, relinquish its assigned rights and be released from its assigned obligations under the Loan Agreement (and, in the case of an Assignment and Acceptance coving all or the remaining portion of an assigning Assignor's rights and obligations under the Loan Agreement, Assignor shall cease to be a party thereto). Upon such acceptance by the Administrative Agent, from and after the Assignment Date, the Administrative Agent shall make, or cause to be made, all payments under the Loan Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Loan Agreement for periods prior to the Assignment Date directly between themselves. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. B-2

IN WITNESS WHEREOF, the Assignor and the Assignee have executed this Assignment and Acceptance as of the __ day of ________, 20_ . _______________, as Assignor By: Name: Title: _______________, as Assignee By: Name: Title: B-3 B-4 Assignee's Commitment: $_____________ Percentage Interest: Aggregate Lender Advances Owing to the Assignee: ________% $_____________ Section 1. Section 3. Section 2. Assignment Date: _____________, 20_ Schedule 1 to Assignment and Acceptance Dated _________, 20_

EXHIBIT C CREDIT AND COLLECTION POLICY [On file with the Administrative Agent] C-1 EXHIBIT D FORM OF POWER OF ATTORNEY This Power of Attorney (this "Power of Attorney") is executed and delivered by SCFC Business Services LLC ("Grantor") to JPMorgan Chase Bank, N.A., as Administrative Agent ("Attorney"), pursuant to (i) the Amended and Restated Loan Agreement, dated as of December 31, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), among SCFC Business Services LLC, as borrower (the "Borrower"), Driveway Finance Corporation, as servicer and collateral custodian, the Lenders from time to time party thereto, the Agents for the Lender Groups from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent and account bank, and (ii) the other Basic Documents. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall inquire into or seek confirmation from Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked or canceled by Grantor until all Aggregate Unpaids have been indefeasibly paid in full and Attorney has provided its written consent thereto. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in its place and stead and in its name or in Attorney's own name, from time to time in Attorney's discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of the Loan Agreement, and, without limiting the generality of the foregoing, hereby grants to Attorney the power and right, on its behalf, without notice to or assent by it, upon the occurrence and during the continuance of any Termination Event, to do the following: (a) exercise all rights and privileges of Grantor under the Purchase Agreement (including each Purchase Agreement Supplement); (b) pay or discharge any taxes, Liens or other encumbrances levied or placed on or threatened against Grantor or Grantor's property; (c) defend any suit, action or proceeding brought against Grantor if Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to Grantor whenever payable and to enforce any other right in respect of Grantor's property; (e) sell, transfer, pledge, make any agreement with respect to or otherwise D-1

deal with, any of Grantor's property, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (f) cause the certified public accountants then engaged by Grantor to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney's request, any reports required to be prepared by or on behalf of Grantor under the Loan Agreement or any other Basic Document, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney's option and Grantor's expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon its property or assets and the Liens of the Administrative Agent, as agent for the Secured Parties thereon, all as fully and effectively as it might do. Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney is executed by Grantor as of this __ day of ________ 20__. SCFC BUSINESS SERVICES LLC By: Name: Title: Sworn to and subscribed before me this __ day of ________, 20__ _____________________________________ Notary Public [NOTARY SEAL] D-2 EXHIBIT E FORM OF TAKE-OUT RELEASE Reference is hereby made to the Amended and Restated Loan Agreement, dated as of December 31, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), among SCFC Business Services LLC, as borrower (the "Borrower"), Driveway Finance Corporation, as servicer (in such capacity, the "Servicer") and collateral custodian (in such capacity, the "Collateral Custodian"), the lenders from time to time parties thereto, the agents from time to time parties thereto and JPMorgan Chase Bank, N.A., as the administrative agent (the "Administrative Agent") and account bank. Capitalized terms not defined herein shall have the meaning given such terms in the Loan Agreement. The Borrower and the Servicer hereby represent and warrant that each condition in the Loan Agreement and each other Basic Document, to the consummation of the Take-out to which this Take-out Release relates, has been satisfied, including but not limited to delivery of (i) the executed Take-out Date Certificate, in substantially the form attached hereto as Annex 1 and (i) the executed notice, in substantially the form attached hereto as Annex 2. Upon deposit in the Collection Account of $___________ in accordance with Section 2.12(a)(iv) of the Loan Agreement in immediately available funds, the Administrative Agent hereby releases all of its right, title and interest, including its Lien, in and to the following: (a) the Receivables to be transferred by the Borrower in the related Take-out and described in Schedule I hereto (the "Take-out Receivables" and such Schedule, the "Schedule of Take-out Receivables"), together with the related Contracts, whether now existing or hereafter acquired, and any accounts or obligations evidenced thereby, any guarantee thereof, all Collections related thereto, and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Take-out Receivables) to become due or received by any Person in payment of any of the foregoing on or after the related Take-out Date; (b) all of the Borrower's interest in the Financed Vehicles relating to the Take-out Receivables (including repossessed vehicles) or in any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each such Financed Vehicle, whether now existing or hereafter acquired, including all proceeds from any sale or other disposition of such Financed Vehicles; (c) all Receivable Files and the Schedule of Take-out Receivables, relating to the Take-out Receivables, whether now existing or hereafter acquired, and all right, title and interest of the Borrower in and to the documents, agreements and instruments included in the such Receivable Files, including rights of recourse of the Borrower against DFC and/or any Dealer with respect to the Receivables; E-1

(d) all of the Borrower's interest in all Records, documents and writings evidencing or related to the Take-out Receivables or the related Contracts; (e) all of the Borrower's interest in all rights to payment under all Insurance Policies with respect to a Financed Vehicle related to a Take-out Receivable, including any monies collected from whatever source in connection with any default of an Obligor with respect to such Financed Vehicle and any proceeds from claims or refunds of premiums on any such Insurance Policy, whether now existing or hereafter acquired, and all proceeds thereof; (f) all of the Borrower's interest in all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Take-out Receivables, whether pursuant to the related Contracts or otherwise; (g) all of the Borrower's interest in all rights to payment under all service contracts and other contracts and agreements associated with the Take-out Receivables and all of the Borrower's interest in all recourse rights against the related dealer (excluding any rights in any dealer reserve and rights under the related Dealer Agreement); (h) Liens, guaranties and other encumbrances in favor of or assigned or transferred to the Borrower in and to the Take-out Receivables, whether now existing or hereafter acquired, and the related Financed Vehicles, whether now existing or hereafter acquired; (i) all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing; (j) all of the Borrower's right, title and interest in and to the Purchase Agreement (including each Purchase Agreement Supplement), relating to the Take-out Receivables and remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against DFC under or in connection with the Purchase Agreement and relating to such Take-out Receivables; and (k) all income and proceeds of the foregoing. [The Servicer and the Borrower hereby direct the Collateral Custodian to deliver the Receivable Files for the Take-out Receivables to __________________________________.] E-2 Executed as of __________, 20_ . SCFC BUSINESS SERVICES LLC, as Borrower By: Name: Title: DRIVEWAY FINANCE CORPORATION, as Servicer and Collateral Custodian By: Name: Title: JPMORGAN CHASE BANK, N.A., as the Administrative Agent By: Name: Title: E-3

ANNEX 1 DRIVEWAY FINANCE CORPORATION TAKE-OUT DATE CERTIFICATE PURSUANT TO SECTION 2.12(a) OF THE LOAN AGREEMENT Driveway Finance Corporation ("DFC"), as the servicer (the "Servicer"), delivers this certificate pursuant to Section 2.12(a) of the Amended and Restated Loan Agreement, dated as of December 31, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), among SCFC Business Services LLC, as the borrower, the Servicer, DFC, as collateral custodian, the lenders from time to time parties hereto, the agents from time to time parties hereto and JPMorgan Chase Bank, N.A., as the administrative agent and account bank, and hereby certifies, as of the date hereof, the following: (a) the Borrower has sufficient funds on the related Take-out Date to effect the Take-out in accordance with the Loan Agreement (taking into account, to the extent necessary, the proceeds of sales of the Collateral in the Take-out, if applicable); (b) after giving effect of the Take-out, the release by the Administrative Agent of the related Receivables on the Take-out Date and the transfer by the Borrower or the related Receivables on the Take-out Date, (A) no Borrowing Base Deficiency exists, (B) neither an Unmatured Termination Event, a Termination Event, a Servicer Termination Event or an event that with notice or the passage of time, or both, would be a Servicer Termination Event, has occurred or results from such Take-out, and (C) the proportion of Delinquent Receivables and Defaulted Receivables that will remain subject to the Loan Agreement shall be no higher after giving effect to such Take-out than prior to such Take-out; (c) the Borrower has delivered to the Administrative Agent a list specifying all Contracts under which the Receivables not to be released pursuant to such Take-out arose; and (d) the Borrower has deposited in to the Collection Account an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement. E-4 IN WITNESS WHEREOF, the Servicer has caused this certificate to be executed on its behalf this ___ day of _________, 20_ . DRIVEWAY FINANCE CORPORATION By: Name: Title: E-5

ANNEX 2 FORM OF NOTICE Driveway Finance Corporation 150 N. Bartlett Street Medford, Oregon 97501 __________, 20_ JPMorgan Chase Bank, N.A., as Administrative Agent and as JPMorgan Agent Chase Tower, 7th Floor 10 South Dearborn Street Mail Code IL1-0079 Chicago, Illinois 60603 Attention: Asset-Backed Securities Portfolio Management Citibank, N.A., as Citibank Agent [Address] Attention: [__] Re: SCFC Business Services LLC – Loan Agreement Ladies and Gentlemen: Reference is made to the Amended and Restated Loan Agreement, dated as of December 31, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), among SCFC Business Services LLC, as borrower (the "Borrower"), Driveway Finance Corporation, as servicer and collateral custodian, the lenders from time to time parties thereto, the agents from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent") and account bank. Pursuant to Section 2.12(a)(i) of the Loan Agreement, the Borrower gives notice of its intent to effect a Take-out on or about __________, 20_ (which date is no fewer than 15 Business Days after the date of delivery of this notice to the Administrative Agent and each Agent). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement. E-6 Very truly yours, SCFC BUSINESS SERVICES LLC By: Name: Title: E-7

Schedule I to Take-out Release SCHEDULE OF REMOVED RECEIVABLES E-8 EXHIBIT F FORM OF MONTHLY REPORT [On File with the Administrative Agent] F-1

EXHIBIT G FORMS OF U.S. TAX COMPLIANCE CERTIFICATES G-1 G-2 [NAME OF LENDER] Name: EXHIBIT G-1 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Loan Agreement, dated as of December 31, 2020 (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), among SCFC Business Services LLC, as Borrower, Driveway Finance Corporation, as Servicer and as Collateral Custodian, the Lenders from time to time parties thereto, the Agents from time to time parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Account Bank. Pursuant to the provisions of Section 2.14 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. Title: By: Date: ________ __, 20[ ]

G-3 [NAME OF PARTICIPANT] Name: EXHIBIT G-2 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Loan Agreement, dated as of December 31, 2020 (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), among SCFC Business Services LLC, as Borrower, Driveway Finance Corporation, as Servicer and as Collateral Custodian, the Lenders from time to time parties thereto, the Agents from time to time parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Account Bank. Pursuant to the provisions of Section 2.14 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. Title: By: Date: ________ __, 20[ ] G-4 [NAME OF PARTICIPANT] Name: EXHIBIT G-3 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Loan Agreement, dated as of December 31, 2020 (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), among SCFC Business Services LLC, as Borrower, Driveway Finance Corporation, as Servicer and as Collateral Custodian, the Lenders from time to time parties thereto, the Agents from time to time parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Account Bank. Pursuant to the provisions of Section 2.14 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. Title: By:

Date: ________ __, 20[ ] G-5 G-6 EXHIBIT G-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Loan Agreement, dated as of December 31, 2020 (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), among SCFC Business Services LLC, as Borrower, Driveway Finance Corporation, as Servicer and as Collateral Custodian, the Lenders from time to time parties thereto, the Agents from time to time parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Account Bank. Pursuant to the provisions of Section 2.14 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s), (iii) with respect to the extension of credit pursuant to this Loan Agreement or any other Borrower Basic Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. By: [NAME OF LENDER] Name:

G-7 Title: Date: ________ __, 20[ ] 5 Table Insert Changes: 0 Table Delete 0 Add Intelligent Table Comparison: Active Table moves to 108 0 Summary report: Litera Compare for Word 11.4.0.111 Document comparison done on 2/23/2024 11:28:27 AM Table moves from 0 Delete Embedded Graphics (Visio, ChemDraw, Images etc.) 105 0 Original DMS: iw://MLDOCS/DB1/139247531/8 Embedded Excel 0 Move From Format changes 5 0 Total Changes: Modified DMS: iw://MLDOCS/DB1/144772831/3 223 Move To Style name: Standard

EX-10.4 4 firstamendmenttocreditag.htm EX-10.4 firstamendmenttocreditag

LEGAL_42417716.3 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) made as of March 18, 2024, among Lithia Master LP Company, LP (the “Master Borrower”), each of the Subsidiaries of the Master Borrower listed on the signature page of this Amendment (together with the Master Borrower, each a “Borrower” and any two or more the “Borrowers”), Lithia Master GP Company, Inc. and each the other General Partners of the Borrowers, 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. (the “Lenders”), 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, Sole Bookrunner and Sole Syndication Agent. RECITALS: A. Reference is hereby made to 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, the Borrowers, the Lenders and the Administrative Agent. B. The Master Borrower and the other Borrowers have requested that the Administrative Agent and the Lenders agree to the amendments to Credit Agreement set forth herein. C. The Lenders that are signatories to this Amendment, constituting all the Lenders under the Credit Agreement, have agreed to the amendments to the Credit Agreement set forth herein. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each capitalized term used herein has the meaning assigned to such term in the Credit Agreement. The rules of construction and other interpretive provisions specified in Sections 1.2 to 1.12 of the Credit Agreement shall apply to this Amendment, including terms defined in the preamble and recitals hereto. Section 2. Amendment. Subject to the satisfaction of the conditions to effectiveness set forth in Section 4 below: (a) The Credit Agreement (excluding the signature pages, exhibits and schedules attached thereto) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the conformed and marked copy of the Credit Agreement attached as Annex A hereto. For the avoidance of doubt, the Credit Agreement is not being restated, replaced or novated, it being agreed that the attachment hereto of the conformed and marked copy thereof is for convenience only. 2 LEGAL_42417716.3 Section 3. Transition to CORRA. Notwithstanding any other provision herein or the Credit Agreement, the interest on any CDOR Rate Loans outstanding as of the First Amendment Effective Date (as defined below) will continue to be determined by reference to the CDOR provisions of the Credit Agreement that apply prior to the First Amendment Effective Date, until the end of the then current Interest Period on such Loans, at which time interest shall be determined after giving effect to the Credit Agreement as amended by this Amendment. Section 4. Conditions to Effectiveness. This Amendment shall become effective on the first date (the “First Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived by the Administrative Agent) in accordance with the terms herein: (a) Delivery of Amendment. The Administrative Agent shall have received this Amendment, executed by the Administrative Agent, each of the Obligors and each of the Lender hereto, constituting all the Lenders. Section 5. Reaffirmation; Release. By signing this Amendment: (a) Each Obligor affirms that the representations and warranties in each of the existing Loan Documents are true and correct in all material respects as of the date hereof (except that such representations and warranties that speak as of a specified date or period of time shall be true and correct in all material respects only as of such date or period of time), and agree that (i) except as amended previously or in connection herewith, each Loan Document is valid and enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to or limiting creditors’ rights generally or by equitable principles) and (ii) such Obligor has no claims, defenses, setoffs, counterclaims or claims for recoupment against Administrative Agent, the Lenders, the Indemnified Persons (as defined below) or the indebtedness and obligations represented by the Loan Documents. (b) Each Obligor hereby releases, acquits, and forever discharges the Administrative Agent, each Lender, their respective parent corporations, affiliates, subsidiaries, successors, assigns, officers, directors, employees, agents, attorneys and advisors (collectively, “Indemnified Persons”), and each of them, of and from any and all liability, claims, demands, damages, actions, causes of action, defenses, counterclaims, setoffs, or claims for recoupment of whatsoever nature, whether known or unknown, from the beginning of time to the date of this Amendment, whether in contract or tort or otherwise, arising directly or indirectly from, or in any way related to the Loan Agreement, this Amendment and the other Loan Documents, any other indebtedness or obligations of any Obligor to the Administrative Agent or any one or more of the Lenders or to the relationship between any Obligor and the Administrative Agent, any Lender, or the Indemnified Persons. (c) This Amendment is not a novation of the Credit Agreement or of any credit facility or guarantee provided thereunder or in respect thereof. Notwithstanding that the cover page of the Credit Agreement is dated “as of June 3rd, 2022” and Section 8.1 of the Credit Agreement attached hereto contains those conditions which were applicable to the initial Closing Date of June 3rd, 2022, the changes to the Credit Agreement effected by this Amendment shall be effective as of the

3 LEGAL_42417716.3 satisfaction to the conditions effectiveness set forth in Section 4 of this Amendment. The signature pages contained may be left off the Credit Agreement attached hereto. Section 6. References. On and after the effective date of this Amendment, all references in the Credit Agreement and the other Loan Documents to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended hereby. Section 7. Representations and Warranties. By signing this Amendment, each Obligor represents and warrants to the Administrative Agent and the Lenders as follows: (a) Authorization. (i) It has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”), (ii) its execution, delivery and performance of this Amendment and the other Loan Documents to be executed, delivered or performed by it have been duly authorized by all necessary entity action, do not require the approval of any governmental agency or other Person, do not contravene any law, regulation, rule, order, or restriction of any Governmental Authority binding on it or its articles of incorporation or other organizational documents, and do not contravene the provisions of or constitute a default under any agreement or instrument to which it is a party or by which it may be bound or affected, and (ii) this Amendment has been duly executed and delivered by each Obligor and this Amendment and the Amended Agreement are the legally valid and binding obligations of each Obligor, enforceable against such Obligor in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to or limiting creditors’ rights generally or by equitable principles. (b) Absence of Default. No Default or Event of Default has occurred and is continuing or will exist after giving effect to the transactions contemplated by this Amendment. (c) Confirmation of Representations and Warranties. Each of the representations and warranties made by any Obligor in or pursuant to the Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date (except that, in each case, any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects). Section 8. Expenses. Borrowers shall pay all reasonable costs, fees and expenses (including without limitation, reasonable legal fees of the Administrative Agent’s counsel) incurred by Agent in connection with the preparation, negotiation, execution, and delivery of this Amendment and any other document required to be furnished herewith. Section 9. Recitals. The Recitals are hereby incorporated herein. Section 10. Counterparts. This Amendment 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. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or by sending a scanned copy by 4 LEGAL_42417716.3 electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment. Section 11. Electronic Execution of Amendment. The words “execution”, “signed”, “signature”, and words of like import in this Amendment 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 12. Entire Agreement. This Amendment embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof. [Signature Pages Follow]

LEGAL_42417716.3 ANNEX A Conformed Copy of Credit Agreement [See attached] 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 Sole and THE BANK OF NOVA SCOTIA in its capacity as Syndication Agent

(i) CREDIT AGREEMENT TABLE OF CONTENTS ARTICLE 1 – INTERPRETATION ............................................................................................... 2 Section 1.1 Certain Defined Terms ............................................................................................. 2 Section 1.2 Terms Generally ................................................................................................. 3943 Section 1.3 Business Day ...................................................................................................... 3943 Section 1.4 Conflict ............................................................................................................... 3943 Section 1.5 Currency ............................................................................................................. 3944 Section 1.6 Time ................................................................................................................... 3944 Section 1.7 Accounting Principles and Terms ...................................................................... 3944 Section 1.8 Canadian Interest Rates .......................................................................................... 44 Section 1.81.9 Officer’s Certificate....................................................................................... 4045 Section 1.91.10 Headings and Table of Contents ................................................................. 4045 Section 1.101.11 Time of Day .............................................................................................. 4045 Section 1.111.12 Governing Law .......................................................................................... 4145 Section 1.121.13 Severability................................................................................................ 4146 Section 1.131.14 Schedules ................................................................................................... 4146 ARTICLE 2 - THE CREDIT FACILITIES .............................................................................. 4246 Section 2.1 Revolving Facility .............................................................................................. 4246 Section 2.2 Wholesale Flooring Facility ............................................................................... 4550 Section 2.3 Used Vehicle Flooring Facility .......................................................................... 4853 Section 2.4 Wholesale Leasing Facility ................................................................................ 4955 Section 2.5 Daily Rental Facility .......................................................................................... 5056 Section 2.6 Accordion Feature .............................................................................................. 5156 Section 2.7 Reallocation of Commitments ............................................................................ 5258 Section 2.8 Obligations of the Lenders and the Administrative Agent ................................. 5459 ARTICLE 3 - BORROWING PROCEDURES ........................................................................ 5459 Section 3.1 General ............................................................................................................... 5459 Section 3.2 CDORCORRA Loans ........................................................................................ 5661 Section 3.3 Letters of Credit ................................................................................................. 5762 Section 3.4 Conversion Option ............................................................................................. 6368 Section 3.5 Conversion and Rollover Not Repayment ......................................................... 6469 Section 3.6 Determination Final ........................................................................................... 6469 Section 3.7 Mandatory Conversion ....................................................................................... 6469 Section 3.8 Deposit of Proceeds of Loans............................................................................. 6469 Section 3.9 Administrative Agent May Debit Accounts ....................................................... 6469 (ii) CREDIT AGREEMENT Section 3.10 Evidence of Obligations ................................................................................... 6569 Section 3.11 Borrowers’ Right to Rely on Administrative Agent ........................................ 6569 ARTICLE 4 - INTEREST, FEES AND EXPENSES ............................................................... 6570 Section 4.1 Interest on Prime Loans...................................................................................... 6570 Section 4.2 CDORCORRA Loans ........................................................................................ 6570 Section 4.3 Pricing Grid ........................................................................................................ 6670 Section 4.4 Standby Fees ...................................................................................................... 6771 Section 4.5 Agent Fees .......................................................................................................... 6772 Section 4.6 Supplemental Fee Letter..................................................................................... 6772 Section 4.7 Interest on Overdue Amounts ............................................................................ 6772 Section 4.8 Interest Act ......................................................................................................... 6872 Section 4.9 Limit on Rate of Interest .................................................................................... 6872 Section 4.10 Increased Costs ................................................................................................. 6873 Section 4.11 Taxes ................................................................................................................ 7074 Section 4.12 Mitigation Obligations: Replacement of Lenders ............................................ 7277 Section 4.13 Illegality ........................................................................................................... 7478 Section 4.14 Compensation for Losses ..................................................................................... 79 Section 4.15 Canadian Benchmark Replacement Setting ......................................................... 79 Section 4.16 Inability to Determine Rates for CORRA Loans ................................................. 81 ARTICLE 5 – REDUCTION AND REPAYMENT ................................................................ 7482 Section 5.1 Term and Maturity ............................................................................................. 7482 Section 5.2 Extension of Termination Date .......................................................................... 7482 Section 5.3 Repayment Terms – Final Maturity Date ........................................................... 7785 Section 5.4 Mandatory Repayment ....................................................................................... 7785 Section 5.5 Mandatory Prepayment ...................................................................................... 7785 Section 5.6 Voluntary Prepayment........................................................................................ 7886 Section 5.7 Bulk Prepayments under Wholesale Flooring Facility ...................................... 7886 Section 5.8 Cancellation; Commitment Reductions ............................................................. 7987 ARTICLE 6 - PAYMENTS ...................................................................................................... 7987 Section 6.1 Payments Generally............................................................................................ 7987 Section 6.2 No Setoff ............................................................................................................ 7987 Section 6.3 Application of Payments After Exercise of Rights Under Section 11.2 ............ 8088 ARTICLE 7 – SECURITY DOCUMENTS ............................................................................. 8088 Section 7.1 Security Documents ........................................................................................... 8088 ARTICLE 8 - CONDITIONS PRECEDENT ........................................................................... 8189 Section 8.1 Conditions Precedent to Borrowings ................................................................. 8189

(iii) CREDIT AGREEMENT Section 8.2 Conditions Precedent to All Borrowings ........................................................... 8391 Section 8.3 Waiver of a Condition Precedent ....................................................................... 8492 ARTICLE 9 – REPRESENTATIONS AND WARRANTIES ................................................. 8492 Section 9.1 Representations and Warranties ......................................................................... 8492 Section 9.2 Deemed Repetition ............................................................................................. 8896 ARTICLE 10 – COVENANTS ................................................................................................ 8896 Section 10.1 Affirmative Covenants of the Borrowers ......................................................... 8896 Section 10.2 Negative Covenants of the Borrowers ........................................................... 92100 Section 10.3 Financial Covenants ....................................................................................... 94102 Section 10.4 Accounting, Financial Statements and Other Information ............................. 95103 ARTICLE 11 – DEFAULT, ENFORCEMENT & ACCELERATION ................................. 97105 Section 11.1 Events of Default ............................................................................................ 97105 Section 11.2 Rights upon Default and Event of Default ................................................... 100108 Section 11.3 Demand ........................................................................................................ 101109 Section 11.4 Waiver of Default ......................................................................................... 101109 ARTICLE 12 – REMEDIES ................................................................................................. 101109 Section 12.1 Remedies Cumulative .................................................................................. 101109 Section 12.2 Remedies Not Limited ................................................................................. 102110 Section 12.3 Sharing of Payments by Lenders .................................................................. 102110 Section 12.4 Right of Setoff .............................................................................................. 103111 Section 12.5 Administrative Agent or Lender May Perform Covenants .......................... 103111 Section 12.6 Decision to Enforce Security Documents .................................................... 104111 ARTICLE 13 – THE ADMINISTRATIVE AGENT AND THE LENDERS ...................... 104112 Section 13.1 Appointment and Authority ......................................................................... 104112 Section 13.2 Rights as a Lender ........................................................................................ 104112 Section 13.3 Exculpatory Provisions ................................................................................ 105112 Section 13.4 Reliance by Administrative Agent ............................................................... 106113 Section 13.5 Indemnification of Administrative Agent .................................................... 106114 Section 13.6 Delegation of Duties..................................................................................... 106114 Section 13.7 Replacement of Administrative Agent ......................................................... 107114 Section 13.8 Non-Reliance on Administrative Agent and Other Lenders ........................ 107115 Section 13.9 Collective Action of the Lenders ................................................................. 108115 Section 13.10 No Other Duties, etc. .................................................................................. 108116 Section 13.11 Administrative Agent’s Clawback ............................................................. 109116 Section 13.12 Erroneous Payments ................................................................................... 109117 Section 13.13 Arrangements for Borrowings .................................................................... 112120 (iv) CREDIT AGREEMENT Section 13.14 Arrangements for Repayment of Borrowings ............................................ 112120 Section 13.15 No Partnership ............................................................................................ 112120 Section 13.16 Administrative Agent May Deal With Collateral ...................................... 112120 Section 13.17 Indemnity of Administrative Agent ........................................................... 113121 ARTICLE 14 - SUCCESSORS AND ASSIGNS ................................................................. 113121 Section 14.1 Successors and Assigns Generally ............................................................... 113121 Section 14.2 Assignments by Lenders .............................................................................. 113121 Section 14.3 Register......................................................................................................... 115122 Section 14.4 Participations ................................................................................................ 115123 Section 14.5 Limitations Upon Participant Rights ............................................................ 115123 Section 14.6 Certain Pledges ............................................................................................. 115123 ARTICLE 15 – MISCELLANEOUS ................................................................................... 116123 Section 15.1 Amendments, Waivers, etc........................................................................... 116123 Section 15.2 Waivers Effective in Specific Instance ........................................................ 117125 Section 15.3 No Deemed Subordination ........................................................................... 118125 Section 15.4 Notices: Effectiveness; Electronic Communication ..................................... 118125 Section 15.5 Further Assurances ....................................................................................... 119127 Section 15.6 Judgment Currency ...................................................................................... 119127 Section 15.7 Exercise of Rights, etc. ................................................................................. 119127 Section 15.8 Expenses: Indemnity: Damage Waiver ........................................................ 119127 Section 15.9 Submission to Jurisdiction ........................................................................... 121129 Section 15.10 WAIVER OF JURY TRIAL ...................................................................... 121129 Section 15.11 Counterparts ............................................................................................... 122129 Section 15.12 Treatment of Certain Information: Confidentiality .................................... 122130 Schedule 1.1(1) – Accordion Agreement Schedule 1.1(1416) – Applicable Percentage Schedule 1.1(1618) – Assignment and Assumption Schedule 1.1(2426) – Branch of Account Schedule 1.1(4352) – Commitments Schedule 1.1(4655) – Compliance Certificate Schedule 1.1(5974) – Daily Rental Borrowing Base Certificate Schedule 1.1(126142) – Joinder Agreement Schedule 1.1(163179) – Officer’s Certificate Schedule 1.1(186203) – Revolving Borrowers Schedule 1.1(188205) – Revolving Borrowing Base Certificate

(v) CREDIT AGREEMENT Schedule 1.1(215238) – Used Vehicle Flooring Borrowing Base Certificate Schedule 1.1(222246) – Wholesale Flooring Borrowers Schedule 1.1(232256) – 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 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 Sole 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.

- 2 - CREDIT AGREEMENT B. Each Lender is prepared to make Borrowings available to the Borrowers, subject to the terms and conditions of this 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) “Adjusted Daily Compounded CORRA” means, for purposes of any calculation, the rate per annum equal to (a) Daily Compounded CORRA for such calculation plus (b) the Daily Compounded CORRA Adjustment; provided that if Adjusted Daily Compounded CORRA as so determined shall ever be less than the Canadian Floor, then Adjusted Daily Compounded CORRA shall be deemed to be the Canadian Floor. (6) “Adjusted Term CORRA” means, for purposes of any calculation, the rate per annum equal to (a) Term CORRA for such calculation plus (b) the Term CORRA Adjustment; provided - 3 - CREDIT AGREEMENT that if Adjusted Term CORRA as so determined shall ever be less than the Canadian Floor, then Adjusted Term CORRA shall be deemed to be the Canadian Floor. (7) (5) “Administrative Agent” means The Bank of Nova Scotia when acting as administrative agent and any successor administrative agent appointed under Section 13.7. (8) (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: Item Canadian Dollars Clearing Agent / Payment To The Bank of Nova Scotia, International Banking Division Address 720150 King Street West, 2nd6th Floor, Toronto, Ontario, M5V 2T3 M5H 1J9 ABA No./ Swift NOSCCATT Beneficiary / For Account Of The Bank of Nova Scotia, GWSGlobal Wholesale Operations – Loan Administration & Agency Services Address / Branch 720150 King Street West, 2nd6th Floor, Toronto, Ontario, M5V 2T3 M5H 1J9 Account No. 0023902-64 Reference Lithia Attention Toronto Corporate LoansManager 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. (9) (7) “Administrative Agent’s Branch of Account” means the office of the Administrative Agent located at: The Bank of Nova Scotia Global Wholesale Operations – Loan Administration 720150 King Street West, 4th6th Floor Toronto, ON, M5V 2T3Ontario M5H 1J9 Attn: Senior Manager Email: CorporateLending.AgencyOpscorporatelending.agencyops@scotiabank.com

- 4 - CREDIT AGREEMENT 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. (10) (8) “Administrative Questionnaire” means an administrative questionnaire supplied by the Administrative Agent. (11) (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. (12) (10) “Agreed Currency” has the meaning given to it in Section 15.6. (13) (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. (14) (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. (15) (13) “Applicable Margin” shall have the meaning given to it in Section 4.3. (16) (14) “Applicable Percentage” means for any Lender the percentage of each Credit Facility set forth opposite each Lender’s name in Schedule 1.1(1416) . 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. (17) (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. (18) (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(1618) or any other form approved by the Administrative Agent. (19) (17) “Associate” has the meaning given to it in the Canada Business Corporations Act. (20) (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 - 5 - CREDIT AGREEMENT 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. (21) (19) “BNS” means The Bank of Nova Scotia. (22) (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. (23) (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. (24) (22) “Borrowers’ Account” means an account or accounts of the Borrowers (or any of them) maintained with the Administrative Agent in Canada. (25) (23) “Borrowing” means an extension of credit under this Agreement, by way of Loan or Letter of Credit. (26) (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(2426) or other branch as the Lender may advise Master Borrower and the Administrative Agent in writing. (27) (25) “Bulk Credit” has the meaning given to it in Section 5.7. (28) (26) “Bulk Pre-Payment Cap” has the meaning given to it in Section 5.7. (29) (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). (30) (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. (31) “Canadian Available Tenor” means, as of any date of determination and with respect to the then-current Canadian Benchmark, as applicable, (x) if such Canadian Benchmark is a term rate, any tenor for such Canadian Benchmark (or component thereof) that is or may be used for determining the length of a Contract Period herein or (y) otherwise, any payment period for interest calculated with reference to such Canadian Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Canadian Benchmark pursuant to this Agreement.

- 6 - CREDIT AGREEMENT (32) “Canadian Benchmark” means, initially, the Term CORRA Reference Rate or Daily Compounded CORRA, as the case may be; provided that if a Canadian Benchmark Transition Event has occurred with respect to the Term CORRA Reference Rate, Daily Compounded CORRA, or the then-current Canadian Benchmark, then “Canadian Benchmark” means the applicable Canadian Benchmark Replacement to the extent that such Canadian Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 4.15(1). (33) (29) “Canadian Black Book” means that publication that provides, inter alia, values for New Motor Vehicles and Used Motor Vehicles in Canada.Benchmark Replacement” means, with respect to any Canadian Benchmark Transition Event: (a) where a Canadian Benchmark Transition Event has occurred with respect to Term CORRA Reference Rate, Daily Compounded CORRA; and (b) where a Canadian Benchmark Transition Event has occurred with respect to a Canadian Benchmark other than the Term CORRA Reference Rate, the sum of: (i) the alternate Canadian Benchmark rate that has been selected by the Agent and Master Borrower giving due consideration to (A) any selection or recommendation of a replacement Canadian Benchmark rate or the mechanism for determining such a rate by the Relevant Canadian Governmental Body or (B) any evolving or then-prevailing market convention for determining a Canadian Benchmark rate as a replacement to the then-current Canadian Benchmark for Canadian Dollar-denominated syndicated credit facilities and (ii) the related Canadian Benchmark Replacement Adjustment. If the Canadian Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Canadian Floor, the Canadian Benchmark Replacement will be deemed to be the Canadian Floor for the purposes of this Agreement and the other Loan Documents. (34) “Canadian Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Canadian Benchmark with an Unadjusted Canadian Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and Master Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Canadian Benchmark with the applicable Unadjusted Canadian Benchmark Replacement by the Relevant Canadian Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Canadian Benchmark with the applicable Unadjusted Canadian Benchmark Replacement for Canadian Dollar-denominated syndicated credit facilities at such time. (35) “Canadian Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Canadian Benchmark: (a) in the case of clause (a) or (b) of Section 1.1(36) the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to - 7 - CREDIT AGREEMENT provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof); or (b) in the case of clause (c) of Section 1.1(36) the first date on which such Canadian Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Canadian Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Canadian Available Tenor of such Canadian Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, the “Canadian Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) above with respect to any Canadian Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Canadian Available Tenors of such Canadian Benchmark (or the published component used in the calculation thereof). (36) “Canadian Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Canadian Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof), the Bank of Canada, an insolvency official with jurisdiction over the administrator for such Canadian Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Canadian Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Canadian Benchmark (or such component), which states that the administrator of such Canadian Benchmark (or such component) has ceased or will cease to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) announcing that all Canadian Available Tenors of such

- 8 - CREDIT AGREEMENT Canadian Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative. For the avoidance of doubt, a “Canadian Benchmark Transition Event” will be deemed to have occurred with respect to any Canadian Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Canadian Available Tenor of such Canadian Benchmark (or the published component used in the calculation thereof). (37) “Canadian Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Canadian Benchmark Replacement Date has occurred if, at such time, no Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.15 and (b) ending at the time that a Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.15. (38) (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. (39) “Canadian Black Book” means that publication that provides, inter alia, values for New Motor Vehicles and Used Motor Vehicles in Canada. (40) “Canadian Conforming Changes” means, with respect to the use or administration of a Canadian Benchmark or the use, administration, adoption or implementation of any Canadian Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Prime Rate,” the definition of “Business Day,” the definition of “Contract Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of requests for Borrowing or prepayment, Conversion or Rollover notices, the applicability and length of lookback periods, the applicability of Section 4.14 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). (41) (31) “Canadian Dollars” and the symbols “$” and “Cdn$” each means lawful money of Canada. - 9 - CREDIT AGREEMENT (42) “Canadian Floor” means a rate of interest equal to 0.00%. (43) (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. (44) (33) “CAP Vehicle” means any New Motor Vehicle previously driven by manufacturer executives and representatives. (45) (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. (46) (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. (47) (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

- 10 - CREDIT AGREEMENT Governmental Authority or (c) the making or issuance of any Applicable Law by any Governmental Authority. (48) (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 50.1% of the voting shares of Master Borrower. (49) (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. (50) (41) “Closing Date” means June 3rd, 2022. (51) (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. (52) (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(4352) to this Agreement (as such amounts may be increased, reduced or cancelled in accordance with the provisions of this Agreement). (53) (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. (54) (45) “Committed Facilities” means, collectively, the Revolving Facility, the Used Vehicle Flooring Facility, the Wholesale Leasing Facility, and the Daily Rental Facility. (55) (46) “Compliance Certificate” means a compliance certificate substantially in the form attached as Schedule 1.1(4655) signed by a Responsible Officer of Master Borrower. (56) (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. (57) (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 - 11 - CREDIT AGREEMENT 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. (58) (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). (59) (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 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 3.33.2(3) with respect to CORRA Loans. (60) (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. (61) (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. (62) (53) “Conversion Date” means the Business Day that the Borrowers elects as the date on which a Conversion is to occur. (63) “CORRA” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator). (64) “CORRA Interest Date” means with respect to a CORRA Loan, the last day of the Contract Period of that CORRA Loan; provided that whenever a CORRA Interest Date would otherwise occur on a day other than a Business Day, it shall be extended to the next succeeding Business Day. (65) “CORRA Loans” means Term CORRA Loans and Daily Compounded CORRA Loans. (66) (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. (67) (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. (68) (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.

- 12 - CREDIT AGREEMENT (69) “Daily Compounded CORRA” means, for any day (a "Daily Compounded CORRA Rate Day"), a rate per annum equal to CORRA for the day (such day, the "Daily Compounded CORRA Determination Day"), that is five (5) Business Days prior to (a) if such Daily Compounded CORRA Rate Day is a Business Day, such Daily Compounded CORRA Rate Day, or (b) if such Daily Compounded CORRA Rate Day is not a Business Day, the Business Day immediately preceding such Daily Compounded CORRA Rate Day, in each case, as CORRA is published by the administrator; provided, however, that if as of 5:00 p.m. (Toronto time) on any Daily Compounded CORRA Determination Day, CORRA for the applicable tenor has not been published by the administrator and a Canadian Benchmark Replacement Date with respect to Daily Compounded CORRA has not occurred, then Daily Compounded CORRA will be CORRA as published by the administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Daily Compounded CORRA Determination Day; provided, that to the extent such rate as determined above shall, at any time, be less than the Canadian Floor, such rate shall be deemed to be the Canadian Floor for all purposes herein. (70) “Daily Compounded CORRA Adjustment” means with respect to Daily Compounded CORRA, for a Contract Period of a duration of (a) one-month, a percentage equal to 0.29547% per annum, and (b) three-month, a percentage equal to 0.32138% per annum. (71) “Daily Compounded CORRA Loan” means any Loan made hereunder that bears interest at a rate based on Adjusted Daily Compounded CORRA. (72) (57) “Daily Rental BorrowerBorrowers” means, collectively, Motus Car Rental, LP., and its and each other Daily Rental Borrower that may be added from time to time pursuant to a Joinder Agreement, and their successors and permitted assigns, and “Daily Rental Borrower” means any one of them. (73) (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% (74) (59) “Daily Rental Borrowing Base Certificate” means a borrowing base certificate substantially in the form attached as Schedule 1.1(5974) signed a Responsible Officer of Master Borrower. (75) (60) “Daily Rental Facility” has the meaning given to it in Section 2.5(1). (76) (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 - 13 - CREDIT AGREEMENT 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. (77) (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. (78) (63) “Daily Rental Loans” means Loans made under the Daily Rental Facility. (79) (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. (80) (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. (81) (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

- 14 - CREDIT AGREEMENT to make the event or condition an Event of Default, including giving of any notice, passage of time, or both. (82) (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. (83) (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. (84) (69) “Demand” shall have the meaning given to it in Section 11.3. (85) “Demonstrator-Service Rental Vehicle” means a passenger car or Light Duty Truck from the current model year or the immediately prior model year (based on a calendar year) used by a Borrower as a demonstrator vehicle, courtesy vehicle, service rental vehicle or public education unit at its place of business. (86) (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). (87) (71) “Disposition” has the meaning given to it in Section 10.2(1). (88) (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 - 15 - CREDIT AGREEMENT 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, interest, principal repayment of any loans or the redemption, retraction or purchase of any of those securities or debt instruments. (89) (73) “Drawdown Date” means a Business Day on which a Borrowing is made or is deemed to be made. (90) (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. (91) (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. (92) (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

- 16 - CREDIT AGREEMENT (iii) public liability (property damage and bodily injury) in the minimum amount of $1,000,000. 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. (93) (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. (94) (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. - 17 - CREDIT AGREEMENT (95) (79) “Eligible New Vehicle” means a New Motor Vehicle owned by a Revolving Borrower which satisfy the following requirements: (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. (96) (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. (97) (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;

- 18 - CREDIT AGREEMENT (f) it does not have an obligation to hold any portion of the account in trust or as agent for any other Person; (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. (98) (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 - 19 - CREDIT AGREEMENT 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, 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. (99) (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 $1,000,0005,000,000 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

- 20 - CREDIT AGREEMENT (e) it is not financed under the Wholesale Flooring Facility. (100) (84) “Eligible Wholesale Leases” means all leases for Leased Units which adhere to the following parameters: (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 - 21 - CREDIT AGREEMENT Agent shall have the right, acting reasonably, in its sole discretion, to exclude any motor vehicle lease from the Wholesale Lease Borrowing Base. (101) (85) “Environmental Activity” means any activity, event or circumstance in respect of a Contaminant or other Hazardous Material, including its storage, use, holding, collection, 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. (102) (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. (103) (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). (104) (88) “Environmental Liability” means any liability arising as a result of an Environmental Claim. (105) (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. (106) (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. (107) (91) “Event of Default” means any of the events or circumstances specified in Section 11.1. (108) (92) “Excess Amount” shall have the meaning given to it in Section 5.4. (109) (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

- 22 - CREDIT AGREEMENT 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 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. (110) (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. (111) (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. (112) (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. (113) (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. (114) (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. (115) (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. (116) (100) “Financial Covenants” means the financial covenants described in Section 10.3. - 23 - CREDIT AGREEMENT (117) (101) “Fiscal Quarter” means each fiscal quarter of the Borrowers, currently ending on March 31, June 30, September 30 and December 31. (118) (102) “Fiscal Year” means each fiscal year of the Borrowers, which currently ends on December 31. (119) (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. (120) (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 (excluding leases and loans subject to a Securitization Program). 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. (121) (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. (122) (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. (123) (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

- 24 - CREDIT AGREEMENT 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. (124) (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 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. (125) (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. (126) (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. (127) (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. (128) (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. (129) (113) “Heavy Duty Truck” means a heavy-duty truck having a minimum gross vehicle weight exceeding 26,000 lbs. (130) (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. (131) (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. (132) (116) “HST” means the sales tax imposed under Part IX of the Excise Tax Act (Canada). - 25 - CREDIT AGREEMENT (133) (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). (134) (118) “Indemnified Taxes” means Taxes other than Excluded Taxes. (135) (119) “Indemnitee” has the meaning given to it in Section 15.8(2). (136) (120) “Intellectual Property” shall have the meaning given to it in Section 9.1(23). (137) (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. (138) (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. (139) (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). (140) (124) “Issuance Date” means the date on which a Letter of Credit is issued by the L/C Issuer. (141) (125) “ITA” means the Income Tax Act (Canada). (142) (126) “Joinder Agreement” means a joinder agreement substantially in the form of Schedule 1.1(126142) (or such other form of similar effect that the Administrative Agent may accept). (143) (127) “Judgment Currency” has the meaning given to it in Section 15.6. (144) (128) “L/C Agreement” has the meaning given to it in Section 3.3(2). (145) (129) “L/C Collateral Account” has the meaning given to it in Section 3.3(9).

- 26 - CREDIT AGREEMENT (146) (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. (147) (131) “L/C Exposure” means, as regards the L/C Issuer, the undrawn and unexpired amounts of outstanding Letters of Credit. (148) (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). (149) (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. (150) (134) “L/C Participant” has the meaning given to it in Section 3.3(10)(a). (151) (135) “L/C Participation” has the meaning given to it in Section 3.3(10)(a). (152) (136) “L/C Sublimit” means $30,000,000. (153) (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 (excluding leases and loans subject to a Securitization Program) 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. (154) (138) “Leased Property” has the meaning given to it in Section 9.1(9). (155) (139) “Leased Unit” means New Leased Units and Used Leased Units. (156) (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. (157) (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. (158) (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. - 27 - CREDIT AGREEMENT (159) (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. (160) (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. (161) (145) “Light Duty Truck” means a light-duty truck having a maximum gross vehicle weight of 10,000 lbs. (162) (146) “Loan” means any Borrowingloans made available by a Lender to a Borrower under this Agreement by way of Prime Loan or CDOR Loan. (163) (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. (164) (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. (165) (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. (166) (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. (167) (151) “Master Borrower” means LITHIA MASTER LP COMPANY, LP, and its successors and permitted assigns. (168) (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). (169) (153) “Medium Duty Truck” means a medium-duty truck having a gross vehicle weight between 10,001 lbs. and 26,000 lbs.

- 28 - CREDIT AGREEMENT (170) (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. (171) (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 kilometres or less per model year, for domestic lease by the applicable Borrower as lessor to third party lessees. (172) (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. (173) (157) “Non-Designated Subsidiary” means each Subsidiary, direct or indirect, of a Borrower that is not a Designated Subsidiary or otherwise an Obligor hereunder. (174) (158) “Non-Formula Amount” means $25,000,000. (175) (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. (176) (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. (177) (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. (178) (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. (179) (163) “Officer’s Certificate” means a certificate of a Responsible Officer substantially in the form attached hereto as Schedule 1.1(163179) . - 29 - CREDIT AGREEMENT (180) (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 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. (181) (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. (182) (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. (183) (167) “Owned Property” has the meaning given to it in Section 9.1(8). (184) (168) “Participant” has the meaning given to it in Section 14.4. (185) (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

- 30 - CREDIT AGREEMENT 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, (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 $40,000,000 or greater, the Administrative Agent shall have conducted and completed an audit on the Collateral owned by - 31 - CREDIT AGREEMENT 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 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 $40,000,000, 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. (186) (170) “Permitted Debt” means: (a) the Obligations;

- 32 - CREDIT AGREEMENT (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 (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; - 33 - CREDIT AGREEMENT (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 (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. (187) (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. (188) (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 $25,000,000 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. (189) (173) “Permitted Liens” means:

- 34 - CREDIT AGREEMENT (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; (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 - 35 - CREDIT AGREEMENT 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 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. (190) (174) “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. (191) (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. (192) (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. (193) (177) “Prime Rate” means, with respect to a Prime Loan, on any daydate of determination the greater of:

- 36 - CREDIT AGREEMENT (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 Adjusted Term CORRA for a Contract Period of one (1) month bankers’ acceptances in effect from time to time plus 100 basis points per annum., provided that in no event shall the Prime Rate be less than zero for the purposes of this Agreement. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Any change in the Prime Rate determined by the Administrative Agent shall be effective on the date the change becomes effective generally. (194) (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. (195) (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. (196) (180) “recreational vehicle”, “recreational vehicle sector” shall include, without limitation boats, motorcycles, off-road vehicles, and electric vehicles of any kind; (197) (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). (198) (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. (199) (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. (200) “Relevant Canadian Governmental Body” means the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto. (201) (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. - 37 - CREDIT AGREEMENT (202) (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. (203) (186) “Revolving Borrowers” means, collectively, the Persons listed on Schedule 1.1(186)203) and each other Revolving Borrower that may be added from time to time pursuant to a Joinder Agreement, and their successors and permitted assigns, and “Revolving Borrower” means any one of them. (204) (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, (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 following: (i) (iA) Wholesale Flooring Loans, plus (iiB) Wholesale Flooring Swing Line Loans, (iii) minus (C) the total Bulk Credit at such time, (ii) Used Vehicle Flooring Loans, and (iii) (iv) Used Vehicle Flooring Swing Line Loans.

- 38 - CREDIT AGREEMENT 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. (205) (188) “Revolving Borrowing Base Certificate” means a borrowing base certificate substantially in the form attached as Schedule 1.1(188205) signed by a Responsible Officer of Master Borrower. (206) (189) “Revolving Facility” has the meaning given to it in Section 2.1(1). (207) (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. (208) (191) “Revolving Loans” means Loans made under the Revolving Facility. (209) (192) “Revolving Swing Line Loan” has the meaning given to it in Section 2.1(6)(a). (210) (193) “Revolving Swing Line Limit” means $20,000,000. (211) (194) “Rolling Period” means a rolling four Fiscal Quarter period. (212) (195) “Rollover” means the rollover of a Borrowing by way of a CDORCORRA Loan into another CDORCORRA 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). (213) (196) “Rollover Date” means the Business Day on which a Rollover occurs. (214) (197) “Sale-Leaseback” has the meaning given to it in Section 10.2(1). (215) (198) “Schedule I Lender” means any Lender named on Schedule I to the Bank Act (Canada). (216) (199) “Schedules” means the schedules attached to and forming part of this Agreement, as particularized in Section 1.131.14. (217) (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. (218) (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). - 39 - CREDIT AGREEMENT (219) (202) “Subordinated Debt” of a Person means any Debt of such Person the payment of which is subordinated to payment of the Obligations. (220) (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. (221) (204) “Sun Life” means Sun Life Assurance Company of Canada and its successors and assigns. (222) (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. (223) (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. (224) (207) “Swing Line Lender” means BNS (so long as BNS is Administrative Agent) or such other Lender that may become Swing Line Lender. (225) (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. (226) “Term CORRA” means, for any calculation with respect to a Term CORRA Loan for any Contract Period, the Term CORRA Reference Rate that is two (2) Business Days prior to the first day of such Contract Period, as such rate is published by the Term CORRA Administrator and is displayed on a screen or other information service as identified or selected by the Administrative Agent; provided, however, that if the Term CORRA Reference Rate for the applicable Contract Period has not been published by the Term CORRA Administrator and a Canadian Benchmark Replacement Date with respect to the Term CORRA Reference Rate has not occurred, then Term CORRA will be the Term CORRA Reference Rate for such Contract Period as published by the Term CORRA Administrator on the first preceding Business Day for which such Term CORRA Reference Rate for such Contract Period was published by the Term CORRA Administrator. (227) “Term CORRA Adjustment” means, with respect to Term CORRA, for a Contract Period of a duration of (a) one-month a percentage equal to 0.29547% per annum, and (b) three- months, a percentage equal to 0.32138% per annum.

- 40 - CREDIT AGREEMENT (228) “Term CORRA Administrator” means Candeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator. (229) “Term CORRA Loan” means any Loan made hereunder that bears interest at a rate based on Adjusted Term CORRA. (230) “Term CORRA Reference Rate” means the forward-looking term rate based on CORRA. (231) (209) “Termination Date” means the date which is three (3) years after the Closing DateMarch 18, 2027, as extended from time to time hereunder. (232) (210) “Threshold Amount” means $10,000,000. (233) “Unadjusted Canadian Benchmark Replacement” means the applicable Canadian Benchmark Replacement excluding the related Canadian Benchmark Replacement Adjustment. (234) (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. (235) (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. (236) “Used Vehicle Flooring Borrowers” means, collectively, Master Borrower and each other Used Vehicle Flooring Borrower that may be added from time to time pursuant to a Joinder Agreement, and their successors and permitted assigns, and “Used Vehicle Flooring Borrower” means any one of them. (237) (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 VehicleVehicles (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 - 41 - CREDIT AGREEMENT 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. (238) (215) “Used Vehicle Flooring Borrowing Base Certificate” means a borrowing base certificate substantially in the form attached as Schedule 1.1(215238) signed by a Responsible Officer of Master Borrower. (239) (216) “Used Vehicle Flooring Facility” has the meaning given to it in Section 2.3(1). (240) (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. (241) (218) “Used Vehicle Flooring Loans” means Loans made under the Used Vehicle Flooring Facility. (242) (219) “Used Vehicle Flooring Swing Line Loan” has the meaning given to it in Section 2.3(6)(a). (243) (220) “Used Vehicle Flooring Swing Line Limit” means $20,000,000. (244) “Vehicle Sales and Related Business” means the business of (a) selling, leasing and financing motor vehicles, recreational vehicles and related activities, including rental programs and selling parts, services, accessories and finance and insurance related products, (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, and in each case activities that are reasonably related thereto or extensions thereof. (245) (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. (246) (222) “Wholesale Flooring Borrowers” means, collectively, the Persons listed on Schedule 1.1(222)246) and each other Wholesale Flooring Borrower that may be added from time to time pursuant to a Joinder Agreement, and their successors and permitted assigns, and “Wholesale Flooring Borrower” means any one of them. (247) (223) “Wholesale Flooring Facility” has the meaning given to it in Section 2.2(1). (248) (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).

- 42 - CREDIT AGREEMENT (249) (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. (250) (226) “Wholesale Flooring Loans” means Loans made under the Wholesale Flooring Facility. (251) (227) “Wholesale Flooring Swing Line Loan” has the meaning given to it in Section 2.2(6)(a). (252) (228) “Wholesale Flooring Swing Line Limit” means $50,000,000. (253) (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. (254) “Wholesale Leasing Borrowers” means, collectively, Lithia Canada Leasing, LP and each other Wholesale Leasing Borrower that may be added from time to time pursuant to a Joinder Agreement, and their successors and permitted assigns, and “Wholesale Leasing Borrower” means any of them. (255) (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. - 43 - CREDIT AGREEMENT 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 $40,000,00080,000,000 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% 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% 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.

- 44 - CREDIT AGREEMENT 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. (256) (232) “Wholesale Leasing Borrowing Base Certificate” means a borrowing base certificate substantially in the form attached as Schedule 1.1(232256) signed by a Responsible Officer of Master Borrower. (257) (233) “Wholesale Leasing Facility” has the meaning given to it in Section 2.4(1). (258) (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. (259) (235) “Wholesale Leasing Loans” means Loans made under the Wholesale Leasing Facility. 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. - 45 - CREDIT AGREEMENT 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 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

- 46 - CREDIT AGREEMENT 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 Canadian Interest Rates The Administrative Agent and the Lenders do not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Prime Rate, Term CORRA, Daily Compounded CORRA, Adjusted Term CORRA, Adjusted Daily Compounded CORRA, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Canadian Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Canadian Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Prime Rate, Term CORRA, Daily Compounded CORRA, Adjusted Term CORRA, Adjusted Daily Compounded CORRA, or any other Canadian Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Canadian Conforming Changes. The Administrative Agent, the Lenders and their respective affiliates or other related entities may engage in transactions that affect the calculation of the Prime Rate, Term CORRA, Daily Compounded CORRA, Adjusted Term CORRA, Adjusted Daily Compounded CORRA, any alternative, successor or replacement rate (including any Canadian Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to any Obligor. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Prime Rate, Term CORRA, Daily Compounded CORRA, Adjusted Term CORRA, Adjusted Daily Compounded CORRA or any other Canadian Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to any Obligor, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. Section 1.9 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 1.10 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. - 47 - CREDIT AGREEMENT Section 1.11 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. Section 1.12 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 1.13 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 1.14 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(1416) – Applicable Percentage Schedule 1.1(1618) – Assignment and Assumption Schedule 1.1(2426) – Branch of Account Schedule 1.1(4352) – Commitments Schedule 1.1(4655) – Compliance Certificate Schedule 1.1(5974) – Daily Rental Borrowing Base Certificate Schedule 1.1(126142) – Joinder Agreement Schedule 1.1(163179) – Officer’s Certificate Schedule 1.1(186203) – Revolving Borrowers Schedule 1.1(188205) – Revolving Borrowing Base Certificate Schedule 1.1(215238) – Used Vehicle Flooring Borrowing Base Certificate Schedule 1.1(222246) – Wholesale Flooring Borrowers Schedule 1.1(232256) – 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

- 48 - 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) CDORCORRA 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, - 49 - CREDIT AGREEMENT 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 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 CDORCORRA 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 CDORCORRA 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 CDORCORRA 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

- 50 - CREDIT AGREEMENT 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 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 - 51 - CREDIT AGREEMENT Lender), other than solely related to or arising out of cash management services provided by the Swing Line Lender. (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) CDORCORRA 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

- 52 - CREDIT AGREEMENT 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 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: TypeTypes of Vehicle Loan TermTerms New & CAP Vehicles 15 months - 53 - CREDIT AGREEMENT Program Vehicles 180 days Demonstrator – Service Rental Vehicles 180 days The “Loan Term” of a Wholesale Flooring Loan (as set out in the chart above) may be extended for a period of up to ninety (90) days (up to a maximum cumulative period of two hundred and seventy (270) days) subject to the following: (A) the prior approval of the Administrative Agent, (B) repayment of an amount equal to ten percent (10%) of the original principal amount of the Wholesale Flooring Loan (net of HST/GST) upon each extension, (C) the final repayment date of a Wholesale Flooring Loan relating to a New or CAP Vehicle shall not extend beyond the date that is twenty-four (24) months after the date of such Wholesale Flooring Loan, and (D) the repayment date of a Wholesale Flooring Loan relating to Program Vehicle or Demonstrator – Service Rental Vehicle shall not extend beyond the date that is three hundred and sixty-five (365) days after the date of such Wholesale Flooring Loan. 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

- 54 - CREDIT AGREEMENT 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. 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) CDORCORRA 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. - 55 - CREDIT AGREEMENT (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 $1,000,0005,000,000. (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 (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

- 56 - CREDIT AGREEMENT 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 the Wholesale Leasing BorrowerBorrowers a committed wholesale lease revolving credit facility (“Wholesale Leasing Facility”) in the maximum amount of the Wholesale Leasing Limit. (2) Purpose. The Borrowings obtained under Wholesale Leasing Facility shall be used by the Wholesale Leasing BorrowerBorrowers for the wholesale lease financing of Leased Units and Finance Contracts. (3) Availability and Maximum Advances. (a) Subject to the terms and conditions hereof, the Wholesale Leasing BorrowerBorrowers may obtain Borrowings for under the Wholesale Leasing Facility by way of the following: (i) Prime Loans; and (ii) CDORCORRA 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 the Wholesale Leasing Borrower isBorrowers are otherwise entitled to a Borrowing under the Wholesale Leasing Facility. (5) Repayment of Wholesale Leasing Facility. The Wholesale Leasing BorrowerBorrowers 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 - 57 - CREDIT AGREEMENT 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. The Wholesale Leasing BorrowerBorrowers 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) CDORCORRA Loans. (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

- 58 - CREDIT AGREEMENT 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 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 - 59 - CREDIT AGREEMENT 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 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

- 60 - CREDIT AGREEMENT 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. 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 - 61 - CREDIT AGREEMENT obtained by way of overdraft without notice, (ii) CDORCORRA 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 CDORTerm CORRA Loans Before 11:00 a.m. (8 a.m. Pacific Standard Time) two (2) Business Day(s) prior to the Drawdown Date Daily Compounded CORRA Loans Before 11:00 a.m. (8 a.m. Pacific Standard Time) three (3) Business Day(s) 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 CDORCORRA 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 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

- 62 - CREDIT AGREEMENT 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 CDORCORRA 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 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 CDORCORRA Rate shall, in the absence of manifest error, be final, conclusive and binding on the Borrowers and the Lenders. Section 3.2 CDORCORRA Loans (1) Term. (a) Each Term CORRA Loan shall have an initial period (subject to availability) of one (1) month, three (3) months or such other period as the Administrative Agent permits commencing on and including the Drawdown Date, Conversion Date or the Rollover Date, as the case may be, applicable to such Term CORRA Loan and ending on and excluding the last day of such initial period, and thereafter, each successive period (subject to availability) of one (1) month, three (3) months or such other permitted period commencing on and including the last day of the prior Contract Period. - 63 - CREDIT AGREEMENT (b) Each Daily Compounded CORRA Loan shall have an initial period (subject to availability) of approximately one (1) month or such other period as the Administrative Agent permits commencing on and including the Drawdown Date, Conversion Date or the Rollover Date, as the case may be, applicable to such Daily Compounded CORRA Loan and ending on and excluding the last day of such initial period, and thereafter, each successive period (subject to availability) of one (1) month or such other permitted period commencing on and including the last day of the prior Contract Period. Notwithstanding any of the foregoing, (i) the last day of each Contract Period shall be a Business Day and if not, the applicable Borrower shall be deemed to have selected a Contract Period the last day of which is the first Business Day following the last day of the Contract Period selected by the applicable Borrower, unless such first Business Day is in a succeeding calendar month, in which case, the last day of such Contract Period shall be the immediately preceding Business Day; and (ii) the last day of each Contract Period shall be on or before the Final Maturity Date. (2) (1) CDORCORRA Rate. On each Drawdown Date, Rollover Date or Conversion Date, as applicable, on which any CDORa CORRA Loan is to be made, the Administrative Agent shall advise the Master Borrower as to itsthe Administrative Agent’s determination of the CDOR RateAdjusted Term CORRA or the Adjusted Daily Compounded CORRA, as applicable to such CDORfor the CORRA Loan to be made. (3) (2) CDORCORRA Loans Rollover. If, on the expiry of the Contract Period of a CDORCORRA Loan, the applicable Borrower(s) has not elected to convert the CDORCORRA 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 CDORCORRA Loan to replace such maturing CDORCORRA Loan with the same Contract Period as such maturing CDORCORRA 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 CDORCORRA 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 CDORCORRA 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.

- 64 - CREDIT AGREEMENT 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; (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. - 65 - CREDIT AGREEMENT 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 Agreement, and that expires no later than 3 business daysBusiness 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 daysBusiness 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

- 66 - CREDIT AGREEMENT 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. (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 - 67 - CREDIT AGREEMENT 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 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

- 68 - CREDIT AGREEMENT 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 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. - 69 - CREDIT AGREEMENT (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 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.

- 70 - CREDIT AGREEMENT (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; (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 - 71 - CREDIT AGREEMENT 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 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 CDORCORRA 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 CDORCORRA 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 CDORCORRA 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 CDORCORRA Loan made to the Borrowers (or any of them).

- 72 - CREDIT AGREEMENT 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. 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 CDORCORRA Loans (1) Rate. The Borrowers shall pay to the Administrative Agent on behalf of the Lenders interest on CDORCORRA Loans at the Administrative Agent’s Account for Payments at a rate - 73 - CREDIT AGREEMENT per annum equal to the CDOR RateAdjusted Term CORRA or Adjusted Daily Compounded CORRA, as applicable, 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.. Adjusted Term CORRA applicable to a Term CORRA Loan shall remain fixed and unchanged for the Contract Period of that Term CORRA Loan. (2) Calculation. Interest on each CDORCORRA Loan shall be payable in arrears on every applicableCORRA Interest Payment Date for the period from and including, as the case may be, the first day of the Contract Period of such CORRA Loan or the immediately preceding applicableCORRA Interest Payment Date to, but excluding, the first-mentioned applicableCORRA Interest Payment Date, as applicable, and shall be calculated on a daily basis on the principal amount of such CDORCORRA 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, CDORCORRA 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 CDORCORRA Loan Standby Fee Wholesale Flooring Facility 0% 1.00% N/A Used Vehicle Flooring Facility 0.25% 1.25% 15 bps

- 74 - CREDIT AGREEMENT Wholesale Leasing Facility 0.30% 1.30% 15 bps Daily Rental Facility 0.20% 1.20% 15 bps Applicable Margin - Revolving Facility Tier Leverage Ratio Prime Loan CDORCORRA Loan Standby Fee L/C Fee I <2.50 0.25% 1.25% 20 bps 1.00% II ≥ 2.50 and <3.50 0.50% 1.50% 25 bps 1.00% III ≥ 3.50 and <4.00 0.75% 1.75% 30 bps 1.00% IV ≥ 4.00 and < 4.50 1.00% 2.00% 35 bps 1.00% V ≥ 4.50 1.25% 2.25% 45 bps 1.00% 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. - 75 - CREDIT AGREEMENT 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. 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

- 76 - CREDIT AGREEMENT 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; (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 - 77 - CREDIT AGREEMENT 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. (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

- 78 - CREDIT AGREEMENT 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 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 - 79 - CREDIT AGREEMENT 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 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

- 80 - CREDIT AGREEMENT 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 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); - 81 - CREDIT AGREEMENT (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. Section 4.13 Illegality (1) Unlawful Loans. 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. (2) CORRA Loans. Without limiting Section 4.13(1), if the Administrative Agent or any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for a Lender to make, maintain or fund Loans whose interest is determined by reference to Adjusted Term CORRA or Adjusted Daily Compounded CORRA, as applicable, or for the Administrative Agent or any Lender to determine or charge interest rates based upon Adjusted Term CORRA or Adjusted Daily Compounded CORRA, as applicable, then, on notice thereof by the Administrative Agent or any Lender to the Master Borrower, any obligation of a Lender to make or continue Term CORRA Loans or Daily Compounded CORRA Loans, as applicable, or to convert Prime Loans shall be suspended until such Lender notifies the Master Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon three (3) Business Days’ notice from the Administrative Agent or any Lender, prepay or, if applicable, convert all Term CORRA Loans or Daily Compounded CORRA Loans, as applicable, to Prime Loans, either on the last day of the Contract Period, if any Lender may lawfully continue to maintain such Term CORRA Loans or Daily Compounded CORRA Loans, as applicable, to such day, or immediately, if any Lender may not lawfully continue to maintain such Term CORRA Loans or Daily Compounded CORRA Loans, as applicable. The Administrative Agent or any Lender, as applicable, agrees to notify Master Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon Adjusted Term CORRA or

- 82 - CREDIT AGREEMENT Adjusted Daily Compounded CORRA, as applicable. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 4.14. Section 4.14 Compensation for Losses In the event of (a) the payment of any principal of any Term CORRA Loan or Daily Compounded CORRA Loan, as applicable, prior to the last day of a Contract Period (including as a result of an Event of Default), (b) the conversion of any Term CORRA Loan or Daily Compounded CORRA Loan, as applicable, other than on the last day of the Contract Period or (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant to this Agreement, then, in any such event, the Borrowers shall, after receipt of a written request by the Administrative Agent (which request shall set forth in reasonable detail the basis for requesting such amount), compensate the Lenders for the loss, cost and expense attributable to such event. A certificate of the Lenders setting forth any amount or amounts that the Lender is entitled to receive pursuant to this Section 4.14 delivered to the Borrowers shall be presumptively correct absent manifest error. The Borrowers shall pay the Lenders the amount shown as due on any such certificate within ten (10) days after receipt of such demand Section 4.15 Canadian Benchmark Replacement Setting (1) Canadian Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Canadian Benchmark Transition Event and its related Canadian Benchmark Replacement Date have occurred prior any setting of the then-current Canadian Benchmark, then (x) if a Canadian Benchmark Replacement is determined in accordance with clause (a) in the definition of Canadian Benchmark Replacement, such Canadian Benchmark Replacement will replace such Canadian Benchmark for all purposes hereunder and under any Loan Document in respect of such Canadian Benchmark setting and subsequent Canadian Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Canadian Benchmark Replacement is determined in accordance with clause (b) in the definition of Canadian Benchmark Replacement for such Canadian Benchmark Replacement Date, such Canadian Benchmark Replacement will replace such Canadian Benchmark for all purposes hereunder and under any Loan Document in respect of any Canadian Benchmark setting at or after 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date notice of such Canadian Benchmark Replacement is provided to Master Borrower. (b) No Credit Facilities Hedge shall be deemed to be a “Loan Document” for purposes of this Section 4.15. (2) Canadian Conforming Changes. In connection with the use, administration, adoption or implementation of a Canadian Benchmark Replacement, the Administrative Agent will have the right to make such Canadian Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing - 83 - CREDIT AGREEMENT such Canadian Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (3) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Master Borrower of (i) the implementation of any Canadian Benchmark Replacement and (ii) the effectiveness of any such Canadian Conforming Changes in connection with the use, administration, adoption or implementation of a Canadian Benchmark Replacement. The Administrative Agent will notify the Master Borrower of (x) the removal or reinstatement of any tenor of a Canadian Benchmark pursuant to Section 4.15 and (y) the commencement of any Canadian Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent pursuant to this Section 4.15 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non- occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.15. (4) Unavailability of Tenor of Canadian Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Canadian Benchmark Replacement), (i) if the then-current Canadian Benchmark is a term rate (including Term CORRA) and either (A) any tenor for such Canadian Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Canadian Benchmark has provided a public statement or publication of information announcing that any tenor for such Canadian Benchmark is not or will not be representative, then the Administrative Agent may modify Section 1.1(60) “Contract Period” (or any similar or analogous definition) for any Canadian Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Canadian Benchmark (including a Canadian Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Canadian Benchmark (including a Canadian Benchmark Replacement), then the Administrative Agent may modify Section 1.1(60) “Contract Period” (or any similar or analogous definition) for all Canadian Benchmark settings at or after such time to reinstate such previously removed tenor. (5) Canadian Benchmark Unavailability Period. Upon Master Borrower’s receipt of notice of the commencement of a Canadian Benchmark Unavailability Period, the applicable Borrower may revoke any pending request for a Loan, Conversion to or Rollover of Loans, which are of the type that have a rate of interest determined by reference to the then-current Canadian Benchmark, to be made, converted or continued during any Canadian Benchmark Unavailability Period and, failing that, the applicable Borrower will be deemed to have converted any such request into a request for a Loan of or Conversion to, (i) for a Canadian Benchmark Unavailability Period in respect of Term CORRA, Daily Compounded CORRA Loans, and (ii) for a Canadian Benchmark Unavailability Period in respect of a Canadian Benchmark other than Term CORRA, Prime Loans.

- 84 - CREDIT AGREEMENT Section 4.16 Inability to Determine Rates for CORRA Loans (1) Subject to Section 4.15, if, on or prior to the first day of any Contract Period for any CORRA Loan: (a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term CORRA” or “Adjusted Daily Compounded CORRA”, as applicable, cannot be determined pursuant to the definition thereof, for reasons other than a Canadian Benchmark Transition Event, or (b) the Required Lenders determine that for any reason in connection with any request for a Term CORRA Loan or Daily Compounded CORRA Loan, as applicable, or a Conversion thereto or a Rollover thereof that Term CORRA or Daily Compounded CORRA, as applicable, for any requested Contract Period with respect to a proposed Term CORRA Loan or Daily Compounded CORRA Loan, as applicable, does not adequately and fairly reflect the cost to such Lenders of making and maintaining such CORRA Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify Master Borrower. (2) Upon delivery of such notice by the Administrative Agent to Master Borrower under Section 4.16(1), any obligation of the Lenders to make Term CORRA Loans or Daily Compounded CORRA Loans, as applicable, and any right of the Borrowers to request a Loan of Term CORRA Loans or Daily Compounded CORRA Loans, as applicable, or to convert Prime Loans to Term CORRA Loans or Daily Compounded CORRA Loans, as applicable, shall be suspended (to the extent of the affected Term CORRA Loans or Daily Compounded CORRA Loans, as applicable, or affected Contract Period) until the Administrative Agent revokes such notice. (3) Upon receipt of such notice by the Administrative Agent to Master Borrower under Section 4.16(1), (i)(w) the Borrowers may revoke any pending request for a Loan of, Conversion to or Rollover of Term CORRA Loans or Daily Compounded CORRA Loans, as applicable, (to the extent of the affected Term CORRA Loans or Daily Compounded CORRA Loans, as applicable, or affected Contract Periods); (x) in respect of Term CORRA Loans, the Borrowers may elect to convert any such request into a request for a Loan of or Conversion to Daily Compounded CORRA Loans; (y) in respect Daily Compounded CORRA Loans, the Borrower may elect to convert any such request into a request for an Loan of or Conversion to Term CORRA Loans; (z) failing such revocation or election, the Borrowers will be deemed to have converted any such request into a request for a Loan of or Conversion to Prime Loans, in the amount specified therein and (ii) (w) in respect of Term CORRA Loans, the Borrowers may elect to convert any outstanding affected Term CORRA Loans at the end of the applicable Contract Period, into Daily Compounded CORRA Loans, (x) in respect of Daily Compounded CORRA Loans, the Borrowers may elect to convert any outstanding Daily Compounded CORRA Loans at the end of the applicable Contract Period, into Term CORRA Loans and (y) otherwise, or failing such election, any outstanding affected Term CORRA Loans or Daily Compounded CORRA Loans, as applicable, will be deemed to have been converted, at the end of the applicable Contract Period, into Prime Loans. Upon any such Conversion, the applicable - 85 - CREDIT AGREEMENT Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 4.14. 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 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

- 86 - CREDIT AGREEMENT 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 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 - 87 - CREDIT AGREEMENT 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 . 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,

- 88 - CREDIT AGREEMENT (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. 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 (one (1) Business Days prior written notice for any repayments of Prime Loans under this Section made after December 1, 2023) 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 - 89 - CREDIT AGREEMENT $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 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

- 90 - CREDIT AGREEMENT (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. 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; - 91 - CREDIT AGREEMENT (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”); (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.

- 92 - CREDIT AGREEMENT 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) Security Documents set out in Section 7.1 duly executed and delivered by all the parties theretoObligors; (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; (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 - 93 - CREDIT AGREEMENT 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 and continue to be in effect. (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. (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.

- 94 - CREDIT AGREEMENT (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 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. - 95 - CREDIT AGREEMENT (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 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.

- 96 - CREDIT AGREEMENT (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”). (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 createThe GSA creates 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. - 97 - CREDIT AGREEMENT (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. (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

- 98 - CREDIT AGREEMENT 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.Vehicle Sales and Related Businesses. (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 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. - 99 - CREDIT AGREEMENT 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 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:

- 100 - CREDIT AGREEMENT (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. (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. - 101 - CREDIT AGREEMENT (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 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.

- 102 - CREDIT AGREEMENT (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. 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. - 103 - CREDIT AGREEMENT 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. (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.

- 104 - CREDIT AGREEMENT (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)Vehicle Sales and Related Business. (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 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 - 105 - CREDIT AGREEMENT 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, (ii) capitalized rent payments in connection with any Permitted Acquisition shall be calculated on a trailing twelve month basis, and (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.

- 106 - CREDIT AGREEMENT 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 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; - 107 - CREDIT AGREEMENT (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; (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

- 108 - CREDIT AGREEMENT 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 4 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 1 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 3 days of its occurrence. (3) Breach of Covenants, etc. Any Obligor fails to perform or observe: (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 4 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 - 109 - CREDIT AGREEMENT (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 30 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 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

- 110 - CREDIT AGREEMENT 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 (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 - 111 - CREDIT AGREEMENT 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 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

- 112 - CREDIT AGREEMENT 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 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 - 113 - CREDIT AGREEMENT 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 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,

- 114 - CREDIT AGREEMENT 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. 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 - 115 - CREDIT AGREEMENT 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. 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

- 116 - CREDIT AGREEMENT 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, 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 - 117 - CREDIT AGREEMENT 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. 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.

- 118 - CREDIT AGREEMENT (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 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 - 119 - CREDIT AGREEMENT 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. 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

- 120 - CREDIT AGREEMENT 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) 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 - 121 - CREDIT AGREEMENT 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 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

- 122 - CREDIT AGREEMENT (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”). (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 - 123 - CREDIT AGREEMENT (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: (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).

- 124 - CREDIT 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: (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; - 125 - CREDIT AGREEMENT (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 $3,500 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. 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.

- 126 - CREDIT AGREEMENT 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. 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 - 127 - CREDIT AGREEMENT (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; (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;

- 128 - CREDIT AGREEMENT (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. 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 - 129 - CREDIT AGREEMENT 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 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.

- 130 - CREDIT AGREEMENT 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, 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. - 131 - CREDIT AGREEMENT (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 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

- 132 - CREDIT AGREEMENT 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 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 - 133 - CREDIT AGREEMENT 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 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

- 134 - CREDIT AGREEMENT 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] 135 CREDIT AGREEMENT The parties have executed this Agreement. THE BANK OF NOVA SCOTIA, as Administrative Agent By: Name: Title:

136 CREDIT AGREEMENT THE BANK OF NOVA SCOTIA, as a Lender and an L/C Issuer By: Name: Title: BANK OF MONTREAL, as a Lender By: Name: Title: ROYAL BANK OF CANADA, as a Lender By: Name: Title: THE TORONTO-DOMINION BANK, as a Lender By: Name: Title: BMW GROUP FINANCIAL SERVICES, a division of BMW CANADA INC. By: Name: Title: VW CREDIT CANADA, INC. Name: Title: 137 CREDIT AGREEMENT LITHIA MASTER GP COMPANY, INC., in its own capacity and as general partner for LITHIA MASTER LP COMPANY, LP, AUTOWORKS MARKHAM GP, INC., in its own capacity and as general partner for AUTOWORKS MARKHAM, LP By: By: Name: Name: Title: Title: AUTOWORKS WOODBRIDGE GP, INC., in its own capacity and as general partner for AUTOWORKS WOODBRIDGE, LP CANADA-MC GP, INC. in its own capacity and as general partner for CANADA-MC, LP By: By: Name: Name: Title: Title: LITHIA CANADA LEASING GP, INC., in its own capacity and as general partner for LITHIA CANADA LEASING, LP GUELPH-S GP, INC. in its own capacity and as general partner for GUELPH-S, LP By: By: Name: Name: Title: Title: MARKHAM-B GP, INC., in its own capacity and as general partner for MARKHAM-B, LP MARKHAM-P GP, INC., in its own capacity and as general partner for MARKHAM-P, LP By: By: Name: Name: Title: Title: MISSISSAUGA-B GP, INC., in its own capacity and as general partner for MISSISSAUGA-B, LP MOTUS CAR RENTAL GP, INC., in its own capacity and as general partner for MOTUS CAR RENTAL, LP By: By: Name: Name: Title: Title:

138 CREDIT AGREEMENT NEWMARKET-A GP, INC., in its own capacity and as general partner for NEWMARKET-A, LP NEWMARKET-V GP, INC., in its own capacity and as general partner for NEWMARKET-V, LP By: By: Name: Name: Title: Title: VANCOUVER-MP GP, INC., in its own capacity and as general partner for VANCOUVER-MP, LP VAUGHAN-A GP, INC., in its own capacity and as general partner for VAUGHAN-A, LP By: By: Name: Name: Title: Title: VAUGHAN-P GP, INC., in its own capacity and as general partner for VAUGHAN-P, LP VAUGHAN-S GP, INC., in its own capacity and as general partner for VAUGHAN-S, LP By: By: Name: Name: Title: Title: WOODBRIDGE-MC GP, INC., in its own capacity and as general partner for WOODBRIDGE-MC, LP WOODBRIDGE-PA GP, INC., in its own capacity and as general partner for WOODBRIDGE-PA, LP By: By: Name: Name: Title: Title: RICHMOND HILL-H GP, INC., in its own capacity and as general partner for RICHMOND HILL-H, LP THORNHILL-H GP, INC., in its own capacity and as general partner for THORNHILL-H, LP By: By: Name: Name: Title: Title: 139 CREDIT AGREEMENT THORNHILL-A GP, INC., in its own capacity and as general partner for THORNHILL-A, LP VAUGHAN-D GP, INC., in its own capacity and as general partner for VAUGHAN-D, LP By: By: Name: Name: Title: Title:

1.1(1) - 1 CREDIT AGREEMENT Schedule 1.1(1) – Accordion Agreement Reference is made to the credit agreement made as of June 33rd, 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 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]

1.1(1) - 3 CREDIT AGREEMENT By: Name: Title: [ACCORDION LENDER] By: Name: Title: 1.1(14) - 1 CREDIT AGREEMENT Schedule 1.1(1416) – 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 [***]% $[***] of Revolving Facility Limit [***]% $[***] of Revolving Facility Limit [***]% $[***] of Revolving Facility Limit [***]% $[***] of Revolving Facility Limit [***]% $[***] of Revolving Facility Limit [***]% $[***] of Revolving Facility Limit Wholesale Flooring Facility [***]% $[***] of Wholesale Flooring Facility Limit [***]% $[***] of Wholesale Flooring Facility Limit [***]% $[***] of Wholesale Flooring Facility Limit [***]% $[***] of Wholesale Flooring Facility Limit [***]% $[***] of Wholesale Flooring Facility Limit [***]% $[***] of Wholesale Flooring Facility Limit Used Vehicle Flooring Facility [***]% $[***] of Used Vehicle Flooring Facility Limit [***]% $[***] of Used Vehicle Flooring Facility Limit [***]% $[***] of Used Vehicle Flooring Facility Limit [***]% $[***] of Used Vehicle Flooring Facility Limit [***]% $[***] of Used Vehicle Flooring Facility Limit [***]% $[***] of Used Vehicle Flooring Facility Limit Wholesale Leasing Facility [***]% $[***] of Wholesale Leasing Facility Limit [***]% $[***] of Wholesale Leasing Facility Limit [***]% $[***] of Wholesale Leasing Facility Limit [***]% $[***] of Wholesale Leasing Facility Limit [***]% $[***] of Wholesale Leasing Facility Limit [***]% $[***] of Wholesale Leasing Facility Limit

1.1(14) - 2 CREDIT AGREEMENT Daily Rental Facility [***]% $[***] of Daily Rental Facility Limit [***]% $[***] of Daily Rental Facility Limit [***]% $[***] of Daily Rental Facility Limit [***]% $[***] of Daily Rental Facility Limit [***]% $[***] of Daily Rental Facility Limit [***]% $[***] of Daily Rental Facility Limit 1.1(16) - 1 CREDIT AGREEMENT Schedule 1.1(1618) – 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.

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. 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:

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. 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.

1.1(24) - 1 CREDIT AGREEMENT Schedule 1.1(2426) – Branch of Account Lender Branch of Account The Bank of Nova Scotia 120 King St. W, Suite 500 Hamilton, ON L8P 4V2 Attention: Laura GimenaJeff Cattrysse, Sabina Palka, Elaina Filice E-mail Address: laura.gimenajeffrey.cattrysse@scotiabank.com, sabina.palka@scotiabank.com, elaina.filice@scotiabank.com Facsimile Number: 800-520-0950 Bank of Montreal 525 8th Avenue SW, 12th Floor, Calgary AB, T2P 1G1 Attention: Sam NgMikael Sears E-mail Address: sammikael.ngsears@bmo.com Facsimile Number: 403-234-163] Royal Bank of Canada RBC Automotive Finance 20 Bay Street, 4th floor Toronto, Ontario, M5J2N8 Attention: Paul Murphy E-mail Address: paul.murphy@rbc.com Facsimile Number: (416) 937 3119 The Toronto-Dominion Bank TD West Tower 100 Wellington St. W, 29th Floor Toronto, Ontario M5K 1A2 Attention: Matt Van Beveren Attention: Director, Strategic Accounts – TD Auto Finance E-mail Address: Richard.klumpmatthew.vanbeveren@td.com 1.1(24) - 2 CREDIT AGREEMENT BMW Group Financial Services, a division of BMW Canada Inc. BMW Canada Inc. 50 Ultimate Drive Richmond Hill, Ontario L4S 0C8 Attention: Commercial Finance Department cc. Legal Department E-mail: Jorge.rubio@bmwfs.com E-mail: Erin.baxendale@bmwfs.com VW Credit Canada, Inc. 777 Bayly Street West Ajax, ON L1S 7G7 Attention: Karl-Étienne Piché E-mail Address: karl.piche@vwcredit.com E-mail Address: vcciwholesale@vwcredit.com Facsimile Number: (877) 549-8601 With a copy to: Attention: Kimberley Champagne E-mail Address: Kimberley.champagne@vwcredit.com Facsimile Number: (877) 549-8601

1.1(43) - 1 CREDIT AGREEMENT Schedule 1.1(4352) – 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 Schedule 1.1(4655) – Compliance Certificate Date: The Bank of Nova Scotia, as Administrative Agent Global Loan Syndications – Agency Services 40 Temperance Street, 6th Floor 62nd Floor, Scotia Plaza 40 King St. West Toronto, ON M5W 2X6Ontario M5H 0B4 Attention: Head,Attn: Agency Services EmailE-mail: agency.services@scotiabank.com 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. 1. I am familiar with and have examined the provisions of the credit agreement made as of as of June 33rd, 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. 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

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. 1.1(59) - 1 CREDIT AGREEMENT Schedule 1.1(5974) – Daily Rental Borrowing Base Certificate Date: The Bank of Nova Scotia, as Administrative Agent Global Loan Syndications – Agency Services 40 Temperance Street, 6th Floor Toronto, Ontario M5H 0B4 62nd Floor, Scotia Plaza 40 King St. West Toronto, ON M5W 2X6 Attention: Head, Agency Services E-mail: Attn: Agency Services Email: agency.services@scotiabank.com 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]3rd, 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.

1.1(59) - 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: 1.1(126) - 1 CREDIT AGREEMENT Schedule 1.1(126142) – 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 datedcredit agreement made as of June 33rd, 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].

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. 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:

1.1(126) - 4 CREDIT AGREEMENT Name: Name: Title: Title: 1.1(126) - 5 CREDIT AGREEMENT Schedule 1.1(163179) – 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 Agreementcredit agreement made as of June 33rd, 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.]

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: Schedule 1.1(186203) – 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-HThornhill-A, LP 15. Vancouver-MPThornhill-H, LP 16. Vaughan-AVancouver-MP, LP 17. Vaughan-PVaughan-A, LP 18. Vaughan-SVaughan-B, LP 19. Woodbridge-MCVaughan-D, LP 19. Vaughan-P, LP 20. Vaughan-S, LP 21. Woodbridge-MC, LP 2022. Woodbridge-PA, LP

1.1(188) - 1 CREDIT AGREEMENT Schedule 1.1(188205) – Revolving Borrowing Base Certificate Date: The Bank of Nova Scotia, as Administrative Agent Global Loan Syndications – Agency Services 40 Temperance Street, 6th Floor Toronto, Ontario M5H 0B4 62nd Floor, Scotia Plaza 40 King St. West Toronto, ON M5W 2X6 Attention: Head, Agency Services E-mail: Attn: Agency Services Email: agency.services@scotiabank.com 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 33rd, 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. 1.1(188) - 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:

1.1(188) - 3 CREDIT AGREEMENT Exhibit A See Attached 1.1(215) - 1 CREDIT AGREEMENT Schedule 1.1(215238) – Used Vehicle Flooring Borrowing Base Certificate Date: The Bank of Nova Scotia, as Administrative Agent Global Loan Syndications – Agency Services 40 Temperance Street, 6th Floor Toronto, Ontario M5H 0B4 62nd Floor, Scotia Plaza 40 King St. West Toronto, ON M5W 2X6 Attention: Head, Agency Services E-mail: Attn: Agency Services Email: agency.services@scotiabank.com 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 33rd, 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.

1.1(215) - 2 CREDIT AGREEMENT 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. LITHIA MASTER GP COMPANY, INC., in its capacity and as general partner of LITHIA MASTER LP COMPANY, LP as Master Borrower By: Name: Title: 1.1(222) - 1 CREDIT AGREEMENT Schedule 1.1(222246) – Wholesale Flooring Borrowers Guelph-S, LP Markham-B, LP Markham-P, LP Mississauga-B, LP Newmarket-A, LP Newmarket-V, LP Thornhill-A, LP Thornhill-H, LP Vancouver-MP, LP Vaughan-A, LP Vaughan-P, LP Woodbridge-MC, LP Woodbridge-PA, LP

1.1(232) - 1 CREDIT AGREEMENT Schedule 1.1(232256) – Wholesale Leasing Borrowing Base Certificate Date: The Bank of Nova Scotia, as Administrative Agent Global Loan Syndications – Agency Services 40 Temperance Street, 6th Floor Toronto, Ontario M5H 0B4 62nd Floor, Scotia Plaza 40 King St. West Toronto, ON M5W 2X6 Attention: Head, Agency Services E-mail: Attn: Agency Services Email: agency.services@scotiabank.com 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 33rd, 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. 1.1(232) - 2 CREDIT AGREEMENT 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. LITHIA MASTER GP COMPANY, INC., in its capacity and as general partner of LITHIA MASTER LP COMPANY, LP as Master Borrower By: Name: Title

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 Global Wholesale Operations – Loan Administration 720150 King Street West, 4th6th Floor Toronto, ON, M5V 2T3M5H 1J9 Attn: Senior Manager Email: CorporateLending.AgencyOps@scotiabank.com Dear Sirs/Mesdames: We refer to Section 3.1(1)(a) of the credit agreement made as of June 33rd, 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$______________. (b) CDOR Term CORRA Loan for drawdown on ____________ in the amount of Cdn$____________ for a Contract Period of 30 days.Canadian Available Tenor of [1 month / 3 months] (c) Daily Compounded CORRA Loan for drawdown on ____________ in the amount of Cdn$____________ for a Canadian Available Tenor of [1 month / 3 months] [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. 3.1(1)(a) - 2 CREDIT AGREEMENT Yours truly, [BORROWER(S)] By: _______________________________ Name: Title:

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 Global Wholesale Operations – Loan Administration 720150 King Street West, 4th6th Floor Toronto, ON, M5V 2T3M5H 1J9 Attn: Senior Manager Email: CorporateLending.AgencyOps@scotiabank.com Dear Sirs/Mesdames: We refer to Section 3.3(3)(b) of the credit agreement made as of June 33rd, 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. 3.3(3)(b) - 2 CREDIT AGREEMENT Yours truly, [BORROWER (S)] By: _______________________________ Name: Title:

3.3(11) - 1 CREDIT AGREEMENT Schedule 3.3(11) – Existing L/Cs Borrower Current Limit Beneficiary Vancouver-MP, LP $20,000.00 Registrar of Motor Vehicle Sales Authority of BC Lithia Canada Leasing, LP $10,000.00 Registrar of Motor Vehicle Sales Authority of BC Lithia Master LP Company, LP $50,000.00 City of Markham Lithia Master LP Company, LP $107,426.00 Regional Municipality of York Lithia Master LP Company, LP $7,000.00 Town of Newmarket Lithia Master LP Company, LP $211,080.00 Town of Newmarket Lithia Master LP Company, LP $16,000,000.00 McLaren Automotive 3.4 - 1 CREDIT AGREEMENT Schedule 3.4 – Conversion Option Notice Date: The Bank of Nova Scotia, as Administrative Agent Global Wholesale Operations – Loan Administration 720150 King Street West, 4th6th Floor Toronto, ON, M5V 2T3M5H 1J9 Attn: Senior Manager Email: CorporateLending.AgencyOps@scotiabank.com Dear Sirs/Mesdames: We refer to Section 3.4 of the credit agreement made as of June 33rd, 2022 between, inter alios, Lithia Master LP Company, LP together with certain of its subsidiaries, as borrowers, The Bank of Nova Scotia, as Administrative Agent, and the Lenders party thereto from time to time, (as amended, restated, supplemented, replaced and otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used and not defined herein have the meanings given to them in the Credit Agreement. We hereby give notice of our irrevocable request for a conversion of Borrowings under [Revolving /Wholesale Flooring/Used Vehicle Flooring/Wholesale Leasing/Daily Rental] Facility in the amount of Cdn$ outstanding by way of [Prime Loans/CDORCORRA Loans] into corresponding Borrowings by way of [Prime Loans/CDORCORRA Loans] on the day of ____ , 20 . [The last day of the relevant Contract Period for the CDORCORRA 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$ CDORTerm CORRA Loans CDORPrime Loans Cdn$ PrimeDaily Compounded CORRA Loans Term CORRA Loans Cdn$ Prime Loans Daily Compounded CORRA Loans Cdn$ Prime Loans The new Canadian Available Tenor if converting to Term CORRA Loans shall be [1 month / 3 months]

3.4 - 2 CREDIT AGREEMENT The new Contract PeriodCanadian Available Tenor if converting to CDORDaily Compounded CORRA Loans shall be 30 days.[1 month / 3 months] 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. Yours truly, [BORROWER(S)] By: Name: Title: 5.6 - 1 CREDIT AGREEMENT Schedule 5.6 – Notice of Repayment Date: The Bank of Nova Scotia, as Administrative Agent Global Wholesale Operations – Loan Administration 720150 King Street West, 4th6th Floor Toronto, ON, M5V 2T3M5H 1J9 Attn: Senior Manager Email: CorporateLending.AgencyOps@scotiabank.com Dear Sirs/Mesdames: We refer to Section 5.6 of the credit agreement made as of June 33rd, 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 threeone (31) Business Day) Day Month Year Days from the date of this notice. 2. Aggregate amount of repayment of $____________________ in accordance with the following: Prime Loans of Cdn$ ______________________________ CDORTerm CORRA Loans of Cdn$ ______________________________ Daily Adjusted CORRA Loans of Cdn$ ______________________________ Yours truly, [BORROWER(S)] By: _______________________________ Name: Title:

5.8 - 1 CREDIT AGREEMENT Schedule 5.8 – Notice of Cancellation of Credit Facility Date: The Bank of Nova Scotia, as Administrative Agent Global Wholesale Operations – Loan Administration 720150 King Street West, 4th6th Floor Toronto, ON, M5V 2T3M5H 1J9 Attn: Senior Manager Email: CorporateLending.AgencyOps@scotiabank.com Dear Sirs/Mesdames: We refer to Section 5.8 of the credit agreement made as of June 33rd, 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: 9.1(8) - 1 CREDIT AGREEMENT Schedule 9.1(8) – Owned Property Nil.

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 and Vaughan-D, 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 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.

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. 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. 28. 2655 Fourteenth Ave., Markham, ON L4J 1A1 Thornhill-A, LP Lithia Canada Real Estate, Inc.

9.1(11) - 1 CREDIT AGREEMENT Schedule 9.1(11) – Location of Assets, Places of Business Chief Executive Office for all Obligors, except Vaughan-D, LP and Vaughan D- GP, Inc.: 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Chief Executive Office for Vaughan-D, LP and Vaughan D-GP, Inc. 115 Auto Park Circle, Woodbridge, Ontario, L4L 8R1 Registered Office for all Obligors, except Thornhill-H, LP and Thornhill-H GPThornhill H-GP, Inc.: Suite 4000, 421 – 7th Ave SW, Calgary, Alberta T2P 4K9 Registered Office of Thornhill-H, LP and Thornhill-H GPThornhill H-GP, Inc.: 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Jurisdiction of formation of all Obligors, except Thornhill-H, LP and Thornhill-H GPThornhill H-GP, Inc. Alberta Jurisdiction of formation of Thornhill-H, LP and Thornhill-H GPThornhill H-GP, Inc. Ontario Name of Obligor(s) Principle placesPrincipal place of business and other places of business or Asset locations Autoworks Markham, LP 189 Bullock Dr, Markham, ONOntario Autoworks Markham GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Autoworks Woodbridge, LP 101 Auto Park CirCircle, Woodbridge, ONOntario 214 Courtland Avenue, Vaughan, Ontario Autoworks Woodbridge GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Canada-MC, LP 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Canada-MC GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Guelph-S, LP 12 Wilbert Street, Guelph, Ontario Guelph-S GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Lithia Canada Leasing, LP 101 Auto Park CirCircle, Woodbridge, ONOntario 5539-6 St SE, Calgary, AB Lithia Canada Leasing GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Lithia Master LP Company, LP 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Lithia Master GP Company, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 9.1(11) - 2 CREDIT AGREEMENT Markham-B, LP 8111 Kennedy Road, Markham, Ontario 7997 Kennedy Rd, Unionville, ONOtario 800 Rodick Rd, Markham, ONOntario 8240 Woodbine Ave, Markham, ONOntario Markham-B GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Markham-P, LP 8590 McCowan Rd., Unionville, ONOntario 1-89 Connie Crescent, Concord, ONOntario Markham-P GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Mississauga-B, LP 4505 Dixie Road, Mississauga, Ontario Mississauga-B GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Motus Car Rental, LP 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Motus Car Rental GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Newmarket-A, LP 16775 Leslie St, Newmarket, ONOntario 16885 Leslie St, Newmarket, ONOntario 16821/16831 Leslie St, Newmarket, ONOntario Newmarket-A GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Newmarket-V, LP 16885 Leslie St, Newmarket, ONOntario 16821/16831 Leslie St, Newmarket, ONOntario Newmarket-V GP, Inc. 8885 Jane St Unit 2, Suite 200, 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, Suite 200, Vaughan, Ontario L4K 2M6 Thornhill-A, LP 88 Steeles Avenue West, Thornhill, Ontario L4J 1A1 2655 Fourteenth Ave, Markham, ON L3R 0H4 Thornhill A-GP, Inc. 8885 Jane St, Suite 200, Vaughan, Ontario L4K 2M6 Thornhill-H, LP 88 Steeles Avenue West, Thornhill, Ontario L4J 1A1 Thornhill-H GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Vancouver-MP, LP 1711 West 2nd Avenue, Vancouver, BCBritish Columbia 1725 West 2nd Avenue, Vancouver, BCBritish Columbia

9.1(11) - 3 CREDIT AGREEMENT 5539-6 St SE, Calgary, ABAlberta 535 Hornby St, Vancouver, BCBritish Columbia Vancouver-MP GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Vaughan-A, LP 115 Auto Park Circle, Woodbridge ONOntario L4K 2M6 9088 Jane St, Concord, ONOntario 9001 Jane Street, Vaughan, ONOntario 1-89 Connie Crescent, Concord, ONOntario Vaughan-A GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Vaughan-D, LP 115 Auto Park Circle, Woodbridge, Ontario L4L 8R1 Vaughan D-GP, Inc. 115 Auto Park Circle, Woodbridge, Ontario L4L 8R1 Vaughan-P, LP 105 & 131 Four Valley Dr., Concord, ONOntario 71 Four Valley Dr., Concord, ONOntario 1-89 Connie Crescent, Concord, ONOntario Vaughan-P GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 Vaughan-S, LP 9088 Jane St, Concord, ONOntario Vaughan-S GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 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, Suite 200, Vaughan, Ontario L4K 2M6 Woodbridge-PA, LP 101 Auto Park CirCircle, Woodbridge, ONOntario 1711 West 2nd Avenue, Vancouver, BCBritish Columbia 1725 West 2nd Avenue, Vancouver, BCBritish Columbia Woodbridge-PA GP, Inc. 8885 Jane St Unit 2, Suite 200, Vaughan, Ontario L4K 2M6 9.1(17) - 1 CREDIT AGREEMENT Schedule 9.1(17) – Canadian Benefit and Pension Plans Nil.

9.1(18) - 1 CREDIT AGREEMENT Schedule 9.1(18) – Labour Matters Nil. 9.1(20) - 1 CREDIT AGREEMENT Schedule 9.1(20) – Corporate Organization See Attached.

EX-31.1 5 a2024q1ex311ceocertificati.htm EX-31.1 Document

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

RULE 13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

I, Bryan B. DeBoer, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Lithia Motors, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 26, 2024

/s/ Bryan B. DeBoer

Bryan B. DeBoer

President and Chief Executive Officer

Lithia Motors, Inc.

EX-31.2 6 a2024q1ex312cfocertificati.htm EX-31.2 Document

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

RULE 13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

I, Tina Miller, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Lithia Motors, Inc.;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 26, 2024

/s/ Tina Miller

Tina Miller

Senior Vice President and Chief Financial Officer

Lithia Motors, Inc.

EX-32.1 7 a2024q1ex321ceocertificati.htm EX-32.1 Document

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b)

OF THE SECURITIES EXCHANGE ACT OF 1934 AND 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Lithia Motors, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan B. DeBoer, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Bryan B. DeBoer

Bryan B. DeBoer

President and Chief Executive Officer

Lithia Motors, Inc.

April 26, 2024

EX-32.2 8 a2024q1ex322cfocertificati.htm EX-32.2 Document

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b)

OF THE SECURITIES EXCHANGE ACT OF 1934 AND 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Lithia Motors, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tina Miller, Senior Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Tina Miller

Tina Miller

Senior Vice President and Chief Financial Officer

Lithia Motors, Inc.

April 26, 2024