Common use of Restriction on Indebtedness Clause in Contracts

Restriction on Indebtedness. No Borrower will create, incur, assume or have outstanding any indebtedness for borrowed money (including capitalized leases) except Permitted Indebtedness. “Permitted Indebtedness” means, with respect to any Borrower (i) any indebtedness owing to Bank, (ii) any other indebtedness outstanding on the date hereof and disclosed on Schedule 5.7, (iii) Debt incurred for the acquisition of services, supplies or inventory on normal trade credit in the ordinary course of business, (iv) indebtedness under the Lithia Loan Agreement, (v) indebtedness incurred under any Supplemental Floor Plan Facility, (vi) Subordinated Debt; (vii) reimbursement obligations under corporate credit cards incurred in the ordinary course of business in an aggregate amount outstanding not to exceed $300,000 at any time; (viii) reimbursement obligations with respect to letters of credit issued as security for any Borrower’s dealers licenses; provided that the reimbursement obligations for such letters of credit shall not exceed $500,000 in the aggregate at any time, (ix) reimbursement obligations with respect to letters of credit issued as security for any Borrower’s obligations under leases of real property; provided that the reimbursement obligations for such letters of credit shall not exceed $500,000 in the aggregate at any time, (x) indebtedness secured by purchase money liens permitted by clause (n) of the definition of “Permitted Liens” set forth in Section 5.25 of this Agreement in an aggregate amount not exceeding $300,000 outstanding at any time; (xi) extensions, refinancings, modifications, amendments and restatements of any item of indebtedness permitted under clauses (i) through (xi) above, provided that the principal amount thereof is not increased; (xii) indebtedness owing to any Borrower by any other Borrower or to Shift Finance, LLC; (xiii) indebtedness appearing as a claims reserve (or similar term) on the balance sheet of STI and its Subsidiaries, which represents amounts which have been received but which will be expended to pay warranty, return and service claims by customers of STI; and (xiv) other indebtedness in an aggregate amount not exceeding $500,000 outstanding at any time.

Restriction on Indebtedness. No Borrower will createUntil the Note has been converted, incurredeemed or otherwise satisfied in full in accordance with its terms, the Company shall not, and the Company shall cause each of its Subsidiaries not to, directly or indirectly, incur or guarantee, assume or have outstanding suffer to exist any indebtedness for borrowed money Indebtedness other than the following (including capitalized leases) except Permitted Indebtedness. “Permitted Indebtedness” means”): (a) Indebtedness incurred by the Company or any of its Subsidiaries that is made expressly subordinate in right of payment to the Indebtedness evidenced by the Note; (b) Indebtedness secured by Permitted Liens; (c) Senior Indebtedness in an aggregate principal amount not to exceed $10,000,000; (d) Indebtedness incurred by the Company or any of its Subsidiaries from Hxxxxx Bank in the ordinary course of business under the Merchant Services Agreement dated November 29, with respect 2011; (e) Indebtedness, whether or not secured by a Lien, of any wholly-owned Subsidiary of the Company to the Company or to another wholly-owned Subsidiary of the Company; (f) Operating leases incurred by the Company or any Borrower (i) any indebtedness owing to Bank, (ii) any other indebtedness outstanding on the date hereof and disclosed on Schedule 5.7, (iii) Debt incurred for the acquisition of services, supplies or inventory on normal trade credit its Subsidiaries in the ordinary course of business, ; and (ivg) indebtedness under the Lithia Loan Agreement, (v) indebtedness incurred under any Supplemental Floor Plan Facility, (vi) Subordinated Debt; (vii) reimbursement obligations under corporate credit cards incurred in the ordinary course of business in an aggregate amount outstanding not to exceed $300,000 at any time; (viii) reimbursement obligations with respect to letters of credit issued as security for any Borrower’s dealers licenses; provided that the reimbursement obligations for such letters of credit shall not exceed $500,000 in the aggregate at any time, (ix) reimbursement obligations with respect to letters of credit issued as security for any Borrower’s obligations under leases of real property; provided that the reimbursement obligations for such letters of credit shall not exceed $500,000 in the aggregate at any time, (x) indebtedness secured by purchase money liens permitted by clause (n) of the definition of “Permitted Liens” set forth in Section 5.25 of this Agreement in an aggregate amount not exceeding $300,000 outstanding at any time; (xi) Any extensions, refinancings, modifications, amendments refinancings and restatements renewals of any item of indebtedness permitted under items in clauses (a)-(f) above; provided, however, that any such Indebtedness (i) through (xi) above, provided does not have an aggregate principal amount that exceeds the principal amount thereof is not increased; (xii) indebtedness owing to of, plus any Borrower by any other Borrower accrued and unpaid interest on, the Indebtedness being so extended, renewed or to Shift Financerefinanced, LLC; (xiii) indebtedness appearing as a claims reserve (or similar term) on the balance sheet of STI and its Subsidiaries, which represents amounts which have been received but which will be expended to pay warranty, return and service claims by customers of STI; and (xivii) other indebtedness to the extent such Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu in an aggregate amount not exceeding $500,000 outstanding right of payment to the Note, such Indebtedness is subordinated or pari passu in right of payment to the Note at any timeleast to the same extent as the Indebtedness being extended, renewed or refinanced.

Restriction on Indebtedness. No Borrower will Without, in each instance, the --------------------------- prior written consent of the Administrative Agent and each of the Lenders, which consent may be given or withheld in their respective sole and absolute discretions and, if given, under such conditions as each of the Lenders and the Administrative Agent, in their respective sole and absolute discretions, may believe to be appropriate under the circumstances then-existing, the Company shall not, and shall not permit any of its Subsidiaries to, whether directly or indirectly, create, incur, assume or have outstanding suffer to exist any indebtedness for borrowed money Indebtedness (including capitalized leasesincluding, without limitation, making any Investments in or loans or advances to, or guaranteeing any obligations on behalf of, any Obligor, any Affiliate of or any Person related to any Obligor, or any of its members, partners, shareholders, directors, executive officers or employees or any member, partner, shareholder, director, executive officer or employee of any Obligor or of any Affiliate of or any Person related to any Obligor, except for: ------ --- (a) Indebtedness to the Lenders hereunder and under the other Loan Documents; (b) except Permitted Indebtedness. “Permitted Indebtedness” meansas otherwise provided in this Agreement, with respect to any Borrower (i) any indebtedness owing to Bank, (ii) any other indebtedness Indebtedness outstanding on the date hereof and disclosed on listed in Part A of Schedule 5.7-------- 7.12 hereto and any refinancings, recastings, renewals or extensions thereof (iii) Debt incurred for the acquisition of servicesso ---- long as such refinancings, supplies recastings, renewals or inventory on normal trade credit extensions do not involve any increase in the ordinary course principal amount thereof or rate of businessinterest applicable thereto or frequency or amount of repayment installments, shortening of the maturity dates applicable thereto or change in the security therefor or guarantors thereof); (ivc) indebtedness under Indebtedness evidenced by the Lithia Loan AgreementTLL Note and Indebtedness evidenced by the Term Promissory Note and/or the Multiple Advance Promissory Note to First Community Financial Corporation and any refinancings, recastings, renewals or extensions thereof (vso long as such refinancings, recastings, renewals or extensions do not involve any increase in the principal amount thereof or rate of interest applicable thereto or frequency or amount of repayment installments, shortening of the maturity dates applicable thereto or change in the security therefor or guarantors thereof); (d) indebtedness incurred under any Supplemental Floor Plan Facility, (vi) Subordinated Debt; (vii) reimbursement obligations under corporate credit cards incurred Indebtedness of one or more of the Company and its Subsidiaries to one or more of the Company and its Subsidiaries arising in the ordinary course of business in an aggregate amount outstanding not connection with intercompany cash management operations of the Company and its Subsidiaries (so long as such intercompany debt shall be unsecured and fully subordinated to exceed $300,000 at any timethe Indebtedness relating to the Loan); and (viiie) reimbursement obligations with respect to letters additional Indebtedness of credit issued as security for any Borrower’s dealers licenses; provided that the reimbursement obligations for such letters of credit shall not exceed $500,000 in the aggregate at any timeCompany and its Subsidiaries (including, (ix) reimbursement obligations with respect to letters of credit issued as security for any Borrower’s obligations under leases of real property; provided that the reimbursement obligations for such letters of credit shall not exceed $500,000 in the aggregate at any timewithout limitation, (x) indebtedness Capital Lease Obligations and other Indebtedness secured by purchase money liens Liens permitted by clause (nunder Section 8.06(e) of the definition of “Permitted Liens” set forth in Section 5.25 of this Agreement in an aggregate amount hereof) up to but not exceeding $300,000 outstanding 50,000.00 at any time; (xi) extensions, refinancings, modifications, amendments and restatements of any item of indebtedness permitted under clauses (i) through (xi) above, provided that the principal amount thereof is not increased; (xii) indebtedness owing to any Borrower by any other Borrower or to Shift Finance, LLC; (xiii) indebtedness appearing as a claims reserve (or similar term) on the balance sheet of STI and its Subsidiaries, which represents amounts which have been received but which will be expended to pay warranty, return and service claims by customers of STI; and (xiv) other indebtedness in an aggregate amount not exceeding $500,000 outstanding at any timeone time outstanding.

Restriction on Indebtedness. No Borrower will create, incur, assume or have outstanding any indebtedness for borrowed money (including capitalized leases) except Permitted Indebtedness. “Permitted Indebtedness” means, with respect to any Borrower (i) any indebtedness owing to Bank, (ii) any other indebtedness outstanding on the date hereof and disclosed on Schedule 5.7, (iii) Debt incurred for the acquisition of services, supplies or inventory on normal trade credit in the ordinary course of business, (iv) indebtedness under the Lithia Loan Agreement, (v) indebtedness incurred under any Supplemental Floor Plan Facility, (vi) Subordinated Debt; (vii) reimbursement obligations under corporate credit cards incurred in the ordinary course of business in an aggregate amount outstanding not to exceed $300,000 at any time; (viii) reimbursement obligations with respect to letters of credit issued by Bank and fully secured by cash; (ix) reimbursement obligations with respect to letters of credit not otherwise included in clause (viii) of this Section 5.7 and issued as security for any Borrower’s dealers licenses; provided that the reimbursement obligations for such letters of credit shall not exceed $500,000 in the aggregate at any time, (ixx) reimbursement obligations with respect to letters of credit not otherwise included in clause (viii) of this Section 5.7 and issued as security for any Borrower’s obligations under leases of real property; provided that the reimbursement obligations for such letters of credit shall not exceed $500,000 in the aggregate at any time, (xxi) indebtedness secured by purchase money liens permitted by clause (n) of the definition of “Permitted Liens” set forth in Section 5.25 of this Agreement in an aggregate amount not exceeding $300,000 outstanding at any time; (xixii) extensions, refinancings, modifications, amendments and restatements of any item of indebtedness permitted under clauses (i) through (xixii) above, provided that the principal amount thereof is not increased; (xiixiii) indebtedness owing to any Borrower by any other Borrower or to Shift Finance, LLC; (xiiixiv) indebtedness appearing as a claims reserve (or similar term) on the balance sheet of STI and its Subsidiaries, which represents amounts which have been received but which will be expended to pay warranty, return and service claims by customers of STI; and (xivxv) other indebtedness in an aggregate amount not exceeding $500,000 outstanding at any time; and (xvi) any unsecured loans (collectively “PPP/CARES Indebtedness”) issued pursuant to either the Paycheck Protection Program (the “PPP Program”) implemented by the Small Business Administration with support from the Department of the Treasury to enable the continued payment of employee wages, salaries, and benefits, and/or the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the (“CARES Program” and together with the PPP Program collectively, the “PPP/CARES Program”), provided that (A) the proceeds of PPP/CARES Indebtedness are used as required by the PPP/CARES Program, and (B) the Borrowers comply in all respects with the PPP/CARES Program requirements. Borrowers shall keep appropriate records of compliance with the requirements of the PPP/CARES Program and deliver to Bank any notice of forgiveness or non-forgiveness of any portion of the PPP/CARES Indebtedness received from the lender of such PPP/CARES Indebtedness within 30 days after such forgiveness or non-forgiveness is obtained under the PPP/CARES Program.

Restriction on Indebtedness. No Borrower will create, incur, assume or have outstanding any indebtedness for borrowed money (including capitalized leases) except Permitted Indebtedness. “Permitted Indebtedness” means, with respect to any Borrower (i) any indebtedness owing to Bank, (ii) any other indebtedness outstanding on the date hereof and disclosed on Schedule 5.7, (iii) Debt incurred for the acquisition of services, supplies or inventory on normal trade credit in the ordinary course of business, (iv) indebtedness under the Lithia Loan Agreement, (v) indebtedness incurred under any Supplemental Floor Plan Facility, (vi) Subordinated Debt; (vii) reimbursement obligations under corporate credit cards incurred in the ordinary course of business in an aggregate amount outstanding not to exceed $300,000 at any time; (viii) reimbursement obligations with respect to letters of credit issued by Bank and fully secured by cash; (ix) reimbursement obligations with respect to letters of credit not otherwise included in clause (viii) of this Section 5.7 and issued as security for any Borrower’s dealers licenses; provided that the reimbursement obligations for such letters of credit shall not exceed $500,000 in the aggregate at any time, (ixx) reimbursement obligations with respect to letters of credit not otherwise included in clause (viii) of this Section 5.7 and issued as security for any Borrower’s obligations under leases of real property; provided that the reimbursement obligations for such letters of credit shall not exceed $500,000 in the aggregate at any time, (xxi) indebtedness secured by purchase money liens permitted by clause (n) of the definition of “Permitted Liens” set forth in Section 5.25 of this Agreement in an aggregate amount not exceeding $300,000 outstanding at any time; (xixii) extensions, refinancings, modifications, amendments and restatements of any item of indebtedness permitted under clauses (i) through (xixii) above, provided that the principal amount thereof is not increased; (xiixiii) indebtedness owing to any Borrower by any other Borrower or to Shift Finance, LLC; (xiiixiv) indebtedness appearing as a claims reserve (or similar term) on the balance sheet of STI and its Subsidiaries, which represents amounts which have been received but which will be expended to pay warranty, return and service claims by customers of STI; and (xivxv) other indebtedness in an aggregate amount not exceeding $500,000 outstanding at any time; (xvi) any unsecured loans (collectively “PPP/CARES Indebtedness”) issued pursuant to either the Paycheck Protection Program (the “PPP Program”) implemented by the Small Business Administration with support from the Department of the Treasury to enable the continued payment of employee wages, salaries, and benefits, and/or the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the (“CARES Program” and together with the PPP Program collectively, the “PPP/CARES Program”), provided that (A) the proceeds of PPP/CARES Indebtedness are used as required by the PPP/CARES Program, and (B) the Borrowers comply in all respects with the PPP/CARES Program requirements. Borrowers shall keep appropriate records of compliance with the requirements of the PPP/CARES Program and deliver to Bank any notice of forgiveness or non-forgiveness of any portion of the PPP/CARES Indebtedness received from the lender of such PPP/CARES Indebtedness within 30 days after such forgiveness or non-forgiveness is obtained under the PPP/CARES Program; and (xvii) indebtedness owing to Stifel Bank to refinance the Borrowers’ indebtedness under the Lithia Loan Agreement.