EX-10.6 7 exhibit106.htm EX-10.6
Exhibit 10.6
EXECUTION VERSION
FIRST AMENDMENT TO
FOURTH AMENDED AND RESTATED SECURITY AGREEMENT
This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED SECURITY AGREEMENT (this “Amendment”) is dated as of May 20, 2020 (the “First Amendment Effective Date”), and entered into by and among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company”), EACH OF THE UNDERSIGNED GRANTORS, BANK OF AMERICA, N.A., as Revolving Administrative Agent, EACH OF THE UNDERSIGNED LENDERS UNDER THE REVOLVING CREDIT AGREEMENT, which collectively constitute the “Required Lenders” under the Revolving Credit Agreement, BANK OF AMERICA, N.A., as Floorplan Administrative Agent, and EACH OF THE UNDERSIGNED LENDERS UNDER THE FLOORPLAN CREDIT AGREEMENT, which collectively constitute the “Required Lenders” under the Floorplan Credit Agreement.
WHEREAS, the Grantors and the Revolving Administrative Agent have entered into that certain Fourth Amended and Security Agreement, dated as of November 30, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”);
WHEREAS, in connection with that certain Amendment No. 2 to Third Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement and Modification to Loan Documents, dated as of the date hereof (the “Floorplan Amendment”), by and among the Company, the Grantors, the Floorplan Administrative Agent, and each of the lenders under the Floorplan Credit Agreement, the Company has requested that the Revolving Administrative Agent, the Floorplan Administrative Agent, the “Required Lenders” as defined and under the Revolving Credit Agreement and the “Required Lenders” as defined in and under the Floorplan Credit Agreement amend certain provisions of the Security Agreement as set forth herein and subject to the terms and conditions set forth herein; and
WHEREAS, the Revolving Administrative Agent, the Floorplan Administrative Agent, the “Required Lenders” under the Revolving Credit Agreement and the “Required Lenders” under the Floorplan Credit Agreement are willing to approve the foregoing requests accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Security Agreement and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
ARTICLE I
Definitions
Section 1.01. Definitions. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Security Agreement, as amended hereby.
ARTICLE II
Amendments
Section 2.01. Amendment to Recitals to the Security Agreement. The Tenth “WHEREAS” clause is hereby amended by deleting the phrase “(each a “New Vehicle Borrower” and together with the Company, the “Floorplan Borrowers” and each individually a “Floorplan Borrower”)”.

Section 2.02. Amendment to Section 1 of the Security Agreement. Section 1 of the Security Agreement is hereby amended by adding the following definitions in proper alphabetical order:
“Floorplan Borrowers” means, collectively, the New Vehicle Borrowers and the Used Vehicle Borrowers.
“Floorplan Subsidiary Borrowers” means, collectively, the Floorplan Borrowers other than the Company.
“New Vehicle Borrowers” has the meaning specified in the Floorplan Credit Agreement.
“Used Vehicle Borrowers” has the meaning specified in the Floorplan Credit Agreement.
Section 2.03. Amendment to Section 2 of the Security Agreement. Section 2(b) of the Security Agreement is hereby amended and restated in its entirety to read as follows:
Each Floorplan Subsidiary Borrower hereby grants as collateral security for the payment, performance and satisfaction of all Floorplan Obligations, and each other Floorplan Subsidiary Grantor hereby grants as collateral security for the payment, performance and satisfaction of all Guarantors’ Obligations (as defined in the Floorplan Subsidiary Guaranty) and the payment and performance of its obligations and liabilities (whether now existing or hereafter arising) hereunder or under any of the other Floorplan Loan Documents to which it is now or hereafter becomes a party (such obligations and liabilities of the Floorplan Subsidiary Borrowers and the other Floorplan Subsidiary Grantors referred to collectively as the “Floorplan Secured Obligations”), to the Revolving Administrative Agent for the benefit of the Floorplan Secured Parties a continuing first priority security interest in and to, and collaterally assigns to the Revolving Administrative Agent for the benefit of the Floorplan Secured Parties, all of the personal property and trade fixtures of such Grantor or in which such Grantor has or may have or acquire an interest or the power to transfer rights therein, whether now owned or existing or hereafter created, acquired or arising and wheresoever located, including the Collateral (as defined below).
ARTICLE III.
Joinder and Grant of Security Interest; Acknowledgement
Section 3.01. Joinder and Grant of Security Interest; Acknowledgement.
(i) Joinder of Used Vehicle Borrowers relating to Floorplan Secured Obligations. Each of the undersigned Persons identified on the signature pages hereto as a “Used Vehicle Borrower” hereby irrevocably, absolutely and unconditionally becomes a party to the Security Agreement as a “Used Vehicle Borrower”, a “Floorplan Borrower”, a “Floorplan Subsidiary Guarantor” (other than the Company) and a “Floorplan Subsidiary Grantor” (other than the Company) (as such terms are defined in the Security Agreement after giving effect to this Amendment) and bound by all the terms, conditions, obligations, liabilities and undertakings of each Used Vehicle Borrower, Floorplan Borrower, Floorplan Subsidiary Guarantor and Floorplan Subsidiary Grantor, as the case may be, or to which any Used Vehicle Borrower, Floorplan Borrower, Floorplan Subsidiary Guarantor or Floorplan Subsidiary Grantor, as the case may be, is subject thereunder, including without limitation (in the case of each Floorplan Subsidiary Guarantor and Floorplan Subsidiary Guarantor), the grant pursuant to Section 2 of the Security Agreement of a security interest to the Revolving Administrative Agent for the benefit of the Floorplan Secured Parties in the property and property rights constituting Collateral (as defined in Section 2 of the Security Agreement) of such Person or in which such Person has or may have or acquire an interest or the power to transfer rights therein as security for the payment and performance of the
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Floorplan Secured Obligations (as defined in the Security Agreement), all with the same force and effect as if such Person were a signatory to the Security Agreement.
(ii) Grant of Security Interest. Without limiting the generality of the terms of Section 3.01(i) above, each of the undersigned Persons identified on the signature pages hereto as a “Used Vehicle Borrower” (other than the Company) hereby grants as collateral security for the payment, performance and satisfaction of all of its Floorplan Secured Obligations, a security interest in all of the Collateral (as defined in Section 2 of the Security Agreement) of such Person or in which such Person has or may have or acquire an interest or the power to transfer rights therein, whether now owned or existing or hereafter acquired or arising and wherever located.
(iii) Affirmations. Each of the undersigned Persons identified on the signature pages hereto as a “Used Vehicle Borrower” hereby acknowledges and reaffirms as of the date hereof with respect to itself, its properties and its affairs each of the representations, warranties, acknowledgements and certifications applicable to, and each of the waivers by, any such Person contained in the Security Agreement.
(iv) Supplemental Schedules. Attached to this Amendment is a duly completed schedule (the “Supplemental Schedule”) supplementing as thereon indicated Schedule 7(f) to the Security Agreement. Each of the undersigned Persons identified on the signature pages hereto as a “Used Vehicle Borrower” represents and warrants that the information contained on such Supplemental Schedule with respect to such Person and its properties and affairs is true, complete and accurate as of the date hereof.
(v) Acknowledgement. The parties hereto hereby (w) acknowledge that substantially all of the assets of Kramer Motors Incorporated, a California corporation, SAI Cleveland N, LLC, a Tennessee limited liability company, SAI Columbus Motors, LLC, an Ohio limited liability company, SAI Columbus VWK, LLC, an Ohio limited liability company, SAI Fort Myers H, LLC, a Florida limited liability company, SAI Tysons Corner H, LLC, a Virginia limited liability company, Sonic – Cadillac D, L.P., a Texas limited partnership, Sonic–Volvo LV, LLC, a Nevada limited liability company and Stevens Creek Cadillac, Inc., a California corporation, have been sold prior to the date hereof and EchoPark SC, LLC, a South Carolina limited liability company, no longer operates a dealership facility (such entities described in this clause (w), collectively, the “Disposed Dealership Entities”), (x) without limitation of any obligations or liabilities of the Disposed Dealership Entities under the Revolving Loan Documents (including without limitation, the Security Agreement), agree that the Disposed Dealership Entities shall no longer constitute “Floorplan Loan Parties” (as defined in the Security Agreement after giving effect to this Amendment), (y) the security interests and liens granted by the Disposed Dealership Entities to the Revolving Administrative Agent, on behalf of the Floorplan Secured Parties, securing the Floorplan Obligations under the Floorplan Loan Documents (and relating to the floorplan facility provided thereunder) are hereby released, provided that, in no event shall the release described above result in any additional obligations on the Revolving Administrative Agent, the Floorplan Administrative Agent or any Lender under any of the Floorplan Loan Documents or Revolving Loan Documents and (z) SAI DS, LLC, a Florida limited liability company, shall no longer constitute a “New Vehicle Borrower” under the Floorplan Loan Documents.
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ARTICLE IV
Conditions Precedent
Section 4.01. Conditions Precedent. This Amendment shall become effective as of the Amendment No. 2 Effective Date (as defined in the Floorplan Amendment) at the time when each of the conditions set forth in Section 2 of the Floorplan Amendment has been satisfied.
ARTICLE V
Representations and Warranties
Section 5.01 Representations and Warranties. Each Grantor hereby represents and warrants as follows:
(i) The representations and warranties of such Grantor contained in the Security Agreement are true and correct on and as of the date hereof, both before and after giving effect to this Amendment, in each case except to the extent that such representations and warranties expressly relate to an earlier date in which case they are true and correct as of such earlier date; and
(ii) Such Grantor has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Security Agreement (as amended or modified hereby) to which it is a party;
(iii) This Amendment has been duly authorized, executed and delivered by the Company and each of the other Grantors party hereto and this Amendment and the Security Agreement (as amended by this Amendment) constitutes a legal, valid and binding obligation of each such party, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally;
(iv) Both before and after giving effect to this Amendment, no event has occurred and is continuing that constitutes a default under the Security Agreement.
ARTICLE VI
Miscellaneous
Section 6.01. Reaffirmation. Each Grantor hereby confirms its respective guarantees, pledges and grants of security interests and other obligations, as applicable, under each of the Revolving Loan Documents and Floorplan Loan Documents to which it is party, and agrees that such guarantees, pledges and grants of security interests and other obligations shall continue to be in full force and effect. Each Revolving Grantor hereby confirms its grant of a security interest under the Security Agreement in favor of Revolving Administrative Agent (for the benefit of the Revolving Secured Parties) and agrees that its grant of a security interest under the Security Agreement secures all of the Revolving Secured Obligations, direct or indirect, contingent or absolute, matured or unmatured, now or at any time and from time to time hereafter due or owing to the Revolving Secured Parties arising under or in connection with the Revolving Credit Agreement and the other Revolving Loan Documents. Each New Vehicle Borrower hereby confirms its grant of a security interest under the Security Agreement in favor of Revolving Administrative Agent (for the benefit of the Floorplan Secured Parties) and agrees that its grant of a security interest under the Security Agreement secures all of the Floorplan Secured Obligations, direct or indirect, contingent or absolute, matured or unmatured, now or at any time and from time to time hereafter due or owing to the Floorplan Secured Parties arising under or in connection with the Floorplan Credit Agreement and the other Floorplan Loan Documents.
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Section 6.02 Effect on Security Agreement. Except as specifically amended hereby, the terms and provisions of the Security Agreement are, in all other respects, ratified and confirmed and remain in full force and effect. No reference to this Amendment need be made in any notice, writing, or other communication relating to the Loan Agreement and the other Loan Documents, any such reference to the Loan Agreement and the other Loan Documents to be deemed a reference thereto as respectively amended by this Amendment. All references to the Security Agreement in any document, instrument, or agreement executed in connection with the Security Agreement will be deemed to refer to the Security Agreement as amended hereby.
Section 6.03 Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or electronic delivery (including by .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 6.04 Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of North Carolina applicable to contracts executed and to be performed entirely within such State, and shall be further subject to the provisions of Section 28 of the Security Agreement.
Section 6.05 Enforceability. Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.
Section 6.06 Incorporation of Security Agreement Terms. Sections 22 through 28 of the Security Agreement shall apply to this Amendment as if incorporated herein mutatis mutandis.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the day and year first above written.
COMPANY:
SONIC AUTOMOTIVE, INC.
By: /s/ Heath R. Byrd
Name: Heath R. Byrd
Title: Executive Vice President and Chief
Financial Officer
REVOLVING SUBSIDIARY GRANTORS:
AM GA, LLC
AM REALTY GA, LLC
ANTREV, LLC
ARNGAR, INC.
AUTOBAHN, INC.
ECHOPARK AUTOMOTIVE, INC.
ECHOPARK NC, LLC
ECHOPARK REALTY TX, LLC
ECHOPARK SC, LLC
ECHOPARK TX, LLC
EP REALTY NC, LLC
EP REALTY SC, LLC
FAA BEVERLY HILLS, INC.
FAA CONCORD H, INC.
FAA CONCORD T, INC.
FAA HOLDING CORP.
FAA LAS VEGAS H, INC.
FAA POWAY H, INC.,
FAA SAN BRUNO, INC.
FAA SERRAMONTE H, INC.
FAA SERRAMONTE L, INC.
FIRSTAMERICA AUTOMOTIVE, INC.
FORT MILL FORD, INC.
FRANCISCAN MOTORS, INC.
KRAMER MOTORS INCORPORATED
L DEALERSHIP GROUP, INC.
MARCUS DAVID CORPORATION
ONTARIO L, LLC
PHILPOTT MOTORS, LTD.
SAI AL HC1, INC.
SAI AL HC2, INC.
By: /s/ Heath R. Byrd
Typed Name: Heath R. Byrd
Typed Title: Vice President and Treasurer
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

REVOLVING SUBSIDIARY GRANTORS, continued:
SAI AM FLORIDA, LLC
SAI ATLANTA B, LLC
SAI CHAMBLEE V, LLC
SAI CHATTANOOGA N, LLC
SAI CLEARWATER T, LLC
SAI CLEVELAND N, LLC
SAI COLUMBUS MOTORS, LLC
SAI COLUMBUS T, LLC
SAI COLUMBUS VWK, LLC
SAI DENVER B, INC.
SAI DENVER M, INC.
SAI DS, LLC
SAI DS REALTY TX, LLC
SAI FAIRFAX B, LLC
SAI FL HC2, INC.
SAI FL HC3, INC.
SAI FL HC4, INC.
SAI FL HC7, INC.
SAI FORT MYERS B, LLC
SAI FORT MYERS H, LLC
SAI FORT MYERS M, LLC
SAI FORT MYERS VW, LLC
SAI GA HC1, LLC
SAI IRONDALE IMPORTS, LLC
SAI IRONDALE L, LLC
SAI LONG BEACH B, INC.
SAI MCKINNEY M, LLC
SAI MD HC1, INC.
SAI MONROVIA B, INC.
SAI MONTGOMERY B, LLC
SAI MONTGOMERY BCH, LLC
SAI MONTGOMERY CH, LLC
SAI NASHVILLE CSH, LLC
SAI NASHVILLE H, LLC
SAI NASHVILLE M, LLC
SAI NASHVILLE MOTORS, LLC
SAI OK HC1, INC.
SAI ORLANDO CS, LLC
SAI PEACHTREE, LLC
SAI PENSACOLA A, LLC
SAI PHILPOTT T, LLC
SAI ROARING FORK LR, INC.
SAI ROCKVILLE IMPORTS, LLC
SAI ROCKVILLE L, LLC
By: /s/ Heath R. Byrd
Typed Name: Heath R. Byrd
Typed Title: Vice President and Treasurer
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

REVOLVING SUBSIDIARY GRANTORS, continued:
SAI S. ATLANTA JLR, LLC
SAI STONE MOUNTAIN T, LLC
SAI TN HC1, LLC
SAI TN HC2, LLC
SAI TN HC3, LLC
SAI TYSONS CORNER H, LLC
SAI VA HC1, INC.
SAI WEST HOUSTON B, LLC
SANTA CLARA IMPORTED CARS, INC.
SONIC - 2185 CHAPMAN RD., CHATTANOOGA, LLC
SONIC – CADILLAC D, L.P.
SONIC – DENVER T, INC.
SONIC – FORT WORTH T, L.P.
SONIC – HOUSTON V, L.P.
SONIC - INTEGRITY DODGE LV, LLC
SONIC – LAS VEGAS C WEST, LLC
SONIC – LS CHEVROLET, L.P.
SONIC – LS, LLC
SONIC – LUTE RILEY, L.P.
SONIC – NEWSOME CHEVROLET WORLD, INC.
SONIC – RICHARDSON F, L.P.
SONIC – SHOTTENKIRK, INC.
SONIC – STEVENS CREEK B, INC.
SONIC ADVANTAGE PA, L.P.
SONIC AUTOMOTIVE – 3401 N. MAIN, TX, L.P.
SONIC AUTOMOTIVE – 4701 I-10 EAST, TX, L.P.
SONIC AUTOMOTIVE 2752 LAURENS RD., GREENVILLE, INC.
SONIC AUTOMOTIVE AVIATION, LLC
SONIC AUTOMOTIVE F&I, LLC
SONIC AUTOMOTIVE OF CHATTANOOGA, LLC
SONIC AUTOMOTIVE OF NASHVILLE, LLC
SONIC AUTOMOTIVE OF NEVADA, INC.
SONIC AUTOMOTIVE OF TEXAS, L.P.
SONIC AUTOMOTIVE SUPPORT, LLC
SONIC AUTOMOTIVE WEST, LLC
SONIC AUTOMOTIVE-9103 E. INDEPENDENCE, NC, LLC
SONIC CALABASAS M, INC.
SONIC DEVELOPMENT, LLC
SONIC DIVISIONAL OPERATIONS, LLC
SONIC HOUSTON JLR, LP
SONIC HOUSTON LR, L.P.
By: /s/ Heath R. Byrd
Typed Name: Heath R. Byrd
Typed Title: Vice President and Treasurer
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

REVOLVING SUBSIDIARY GRANTORS, continued:
SONIC MOMENTUM B, L.P.
SONIC MOMENTUM JVP, L.P.
SONIC MOMENTUM VWA, L.P.
SONIC OF TEXAS, INC.
SONIC RESOURCES, INC.
SONIC SANTA MONICA M, INC.
SONIC WALNUT CREEK M, INC.
SONIC-BUENA PARK H, INC.
SONIC-CAPITOL IMPORTS, INC.
SONIC-CLEAR LAKE VOLKSWAGEN, L.P.
SONIC - HARBOR CITY H, INC.
SONIC-JERSEY VILLAGE VOLKSWAGEN, L.P.
SONIC-VOLVO LV, LLC
SRE ALABAMA-2, LLC
SRE ALABAMA-5, LLC
SRE CALIFORNIA – 1, LLC
SRE CALIFORNIA–2, LLC
SRE CALIFORNIA – 3, LLC
SRE CALIFORNIA – 5, LLC
SRE CALIFORNIA – 6, LLC
SRE CALIFORNIA – 7 SCB, LLC
SRE CALIFORNIA – 8 SCH, LLC
SRE CALIFORNIA – 9 BHB, LLC
SRE CALIFORNIA 10 LBB, LLC
SRE COLORADO – 1, LLC
SRE COLORADO – 2, LLC
SRE COLORADO – 3, LLC
SRE COLORADO – 4 RF, LLC
SRE COLORADO – 5 CC, LLC
SRE FLORIDA – 1, LLC
SRE GEORGIA 4, LLC
SRE HOLDING, LLC
SRE MARYLAND - 1, LLC
SRE NEVADA-2, LLC
SRE NORTH CAROLINA – 2, LLC
SRE NORTH CAROLINA – 3, LLC
SRE OHIO 1, LLC
SRE OHIO 2, LLC
SRE OKLAHOMA-2, LLC
SRE SOUTH CAROLINA-2, LLC
SRE SOUTH CAROLINA – 3, LLC
SRE SOUTH CAROLINA – 4, LLC
SRE TENNESSEE – 1, LLC
SRE TENNESSEE – 2, LLC
By: /s/ Heath R. Byrd
Typed Name: Heath R. Byrd
Typed Title: Vice President and Treasurer
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

REVOLVING SUBSIDIARY GRANTORS, continued:
SRE TENNESSEE – 3, LLC
SRE TENNESSEE 6, LLC
SRE TENNESSEE-4, LLC
SRE TENNESSEE-5, LLC
SRE TENNESSEE 7, LLC
SRE TEXAS – 1, L.P.
SRE TEXAS – 2, L.P.
SRE TEXAS – 3, L.P.
SRE TEXAS – 4, L.P.
SRE TEXAS – 5, L.P.
SRE TEXAS – 6, L.P.
SRE TEXAS – 7, L.P.
SRE TEXAS – 8, L.P.
SRE TEXAS 10, LLC
SRE TEXAS 11, LLC
SRE TEXAS 12, LLC
SRE TEXAS 13, LLC
SRE TEXAS 14, LLC
SRE TEXAS 15, LLC
SRE TEXAS 9, LLC
SRE VIRGINIA – 1, LLC
SRE VIRGINIA – 2, LLC
STEVENS CREEK CADILLAC, INC.
TOWN AND COUNTRY FORD, INCORPORATED
TT DENVER, LLC
TTRE CO 1, LLC
WINDWARD, INC.
By: /s/ Heath R. Byrd
Typed Name: Heath R. Byrd
Typed Title: Vice President and Treasurer
USED VEHICLE BORROWERS:
SONIC AUTOMOTIVE, INC.
By: /s/ Heath R. Byrd
Typed Name: Heath R. Byrd
Typed Title: Executive Vice President and Chief
Financial Officer
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

USED VEHICLE BORROWERS, continued:
ARNGAR, INC.
ECHOPARK AZ, LLC
ECHOPARK CA, LLC
ECHOPARK FL, LLC
ECHOPARK NC, LLC
ECHOPARK TX, LLC
FAA CONCORD H, INC.
FAA LAS VEGAS H, INC.
FAA POWAY H, INC.
FAA SERRAMONTE H, INC.
FRANCISCAN MOTORS, INC.
SAI CHAMBLEE V, LLC
SAI CHATTANOOGA N, LLC
SAI DS, LLC
SAI MONTGOMERY BCH, LLC
SAI MONTGOMERY CH, LLC
SAI NASHVILLE CSH, LLC
SAI NASHVILLE H, LLC
SAI NASHVILLE MOTORS, LLC
SAI ORLANDO CS, LLC
SAI PENSACOLA A, LLC
SAI ROARING FORK LR, INC.
SAI ROCKVILLE IMPORTS, LLC
SAI S. ATLANTA JLR, LLC
SANTA CLARA IMPORTED CARS, INC.
SONIC – LAS VEGAS C WEST, LLC
SONIC – LS CHEVROLET, L.P.
SONIC – LUTE RILEY, L.P.
SONIC – SHOTTENKIRK, INC.
SONIC ADVANTAGE PA, L.P.
SONIC AUTOMOTIVE – 3401 N. MAIN, TX, L.P.
SONIC AUTOMOTIVE-9103 E. INDEPENDENCE, NC, LLC
SONIC HOUSTON JLR, LP
SONIC HOUSTON LR, L.P.
SONIC MOMENTUM JVP, L.P.
SONIC-2185 CHAPMAN RD., CHATTANOOGA, LLC
SONIC–BUENA PARK H, INC.
SONIC–HARBOR CITY H, INC.
TT DENVER, LLC
WINDWARD, INC.
By: /s/ Heath R. Byrd
Typed Name: Heath R. Byrd
Typed Title: Vice President and Treasurer
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

NEW VEHICLE BORROWERS:
ARNGAR, INC.
FAA CONCORD H, INC.
FAA LAS VEGAS H, INC.
FAA POWAY H, INC.
FAA SERRAMONTE H, INC.
FRANCISCAN MOTORS, INC.
PHILPOTT MOTORS, LTD.
SAI CHAMBLEE V, LLC
SAI CHATTANOOGA N, LLC
SAI IRONDALE IMPORTS, LLC
SAI MONTGOMERY BCH, LLC
SAI MONTGOMERY CH, LLC
SAI NASHVILLE CSH, LLC
SAI NASHVILLE H, LLC
SAI NASHVILLE MOTORS, LLC
SAI ORLANDO CS, LLC
SAI PENSACOLA A, LLC
SAI ROARING FORK LR, INC.
SAI ROCKVILLE IMPORTS, LLC
SAI S. ATLANTA JLR, LLC
SANTA CLARA IMPORTED CARS, INC.
SONIC – LAS VEGAS C WEST, LLC
SONIC – LS CHEVROLET, L.P.
SONIC – LUTE RILEY, L.P.
SONIC – SHOTTENKIRK, INC.
SONIC ADVANTAGE PA, L.P.
SONIC AUTOMOTIVE – 3401 N. MAIN, TX, L.P.
SONIC AUTOMOTIVE-9103 E. INDEPENDENCE, NC, LLC
SONIC HOUSTON JLR, LP
SONIC HOUSTON LR, L.P.
SONIC MOMENTUM JVP, L.P.
SONIC MOMENTUM VWA, L.P.
SONIC-2185 CHAPMAN RD., CHATTANOOGA, LLC
SONIC–BUENA PARK H, INC.
SONIC–HARBOR CITY H, INC.
WINDWARD, INC.
By: /s/ Heath R. Byrd
Typed Name: Heath R. Byrd
Typed Title: Vice President and Treasurer
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

FLOORPLAN SUBSIDIARY GRANTORS:
ARNGAR, INC.
ECHOPARK AZ, LLC
ECHOPARK CA, LLC
ECHOPARK FL, LLC
ECHOPARK NC, LLC
ECHOPARK TX, LLC
FAA CONCORD H, INC.
FAA LAS VEGAS H, INC.
FAA POWAY H, INC.
FAA SERRAMONTE H, INC.
FRANCISCAN MOTORS, INC.
PHILPOTT MOTORS, LTD.
SAI CHAMBLEE V, LLC
SAI CHATTANOOGA N, LLC
SAI DS, LLC
SAI IRONDALE IMPORTS, LLC
SAI MONTGOMERY BCH, LLC
SAI MONTGOMERY CH, LLC
SAI NASHVILLE CSH, LLC
SAI NASHVILLE H, LLC
SAI NASHVILLE MOTORS, LLC
SAI ORLANDO CS, LLC
SAI PENSACOLA A, LLC
SAI ROARING FORK LR, INC.
SAI ROCKVILLE IMPORTS, LLC
SAI S. ATLANTA JLR, LLC
SANTA CLARA IMPORTED CARS, INC.
SONIC – LAS VEGAS C WEST, LLC
SONIC – LS CHEVROLET, L.P.
SONIC – LUTE RILEY, L.P.
SONIC – SHOTTENKIRK, INC.
SONIC ADVANTAGE PA, L.P.
SONIC AUTOMOTIVE – 3401 N. MAIN, TX, L.P.
SONIC AUTOMOTIVE-9103 E. INDEPENDENCE, NC, LLC
SONIC HOUSTON JLR, LP
SONIC HOUSTON LR, L.P.
SONIC MOMENTUM JVP, L.P.
SONIC MOMENTUM VWA, L.P.
SONIC-2185 CHAPMAN RD., CHATTANOOGA, LLC
SONIC–BUENA PARK H, INC.
SONIC–HARBOR CITY H, INC.
TT DENVER, LLC
WINDWARD, INC.
By: /s/ Heath R. Byrd
Typed Name: Heath R. Byrd
Title: Vice President and Treasurer
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

AGREED AND ACKNOWLEDGED:
KRAMER MOTORS INCORPORATED
SAI CLEVELAND N, LLC
SAI COLUMBUS MOTORS, LLC
SAI COLUMBUS VWK, LLC
SAI FORT MYERS H, LLC
SAI TYSONS CORNER H, LLC
SONIC – CADILLAC D, L.P.
SONIC–CAPITOL IMPORTS, INC.
SONIC – NEWSOME CHEVROLET WORLD, INC.
SONIC–VOLVO LV, LLC
STEVENS CREEK CADILLAC, INC.
ECHOPARK SC, LLC
SAI DS, LLC
By: /s/ Heath R. Byrd
Typed Name: Heath R. Byrd
Typed Title: Vice President and Treasurer
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.,
as Revolving Administrative Agent
By:/s/ Denise Jones
Typed Name: Denise Jones
Typed Title: Vice President
BANK OF AMERICA, N.A.,
as Floorplan Administrative Agent
By:/s/ David T. Smith
Typed Name: David T. Smith
Typed Title: Senior Vice President
LENDERS UNDER
THE FLOORPLAN CREDIT AGREEMENT:
BANK OF AMERICA, N.A., as a Floorplan Lender,
New Vehicle Swing Line Lender and Used Vehicle Swing Line Lender
By:/s/ David T. Smith
Typed Name: David T. Smith
Typed Title: Senior Vice President
JPMORGAN CHASE BANK, N.A.,
as a Floorplan Lender
By: /s/ Adam Sigman
Typed Name: Adam Sigman
Typed Title: Executive Director
U.S. BANK NATIONAL ASSOCIATION,
as a Floorplan Lender
By: /s/ Katherine Taylor
Typed Name: Katherine Taylor
Typed Title: Vice President
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

MERCEDES-BENZ FINANCIAL SERVICES USA LLC,
as a Floorplan Lender
By: /s/ Michele Nowak
Typed Name: Michele Nowak
Typed Title: Credit Director, National Accounts
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Floorplan Lender
By: /s/ Jeffrey Bullard
Typed Name: Jeffrey Bullard
Typed Title: Senior Vice President
COMERICA BANK,
as a Floorplan Lender
By: /s/ Coby McGee
Typed Name: Coby McGee
Typed Title: Portfolio Manager
CAPITAL ONE, N.A.,
as a Floorplan Lender
By: /s/ Jeff Edge
Typed Name: Jeff Edge
Typed Title: Senior Vice President
MASSMUTUAL ASSET FINANCE LLC,
as a Floorplan Lender
By: /s/ Don Buttler
Typed Name: Don Butler
Typed Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
as a Floorplan Lender
By: /s/ Krutesh Trivedi
Typed Name: Krutesh Trivedi
Typed Title: Senior Vice President
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

TD BANK, N.A.,
as a Floorplan Lender
By: /s/ Judy C. Johnson
Typed Name: Judy C. Johnson
Typed Title: VP, Market Credit Manager, Major
Accounts
TOYOTA MOTOR CREDIT CORPORATION,
as a Floorplan Lender
By: /s/ Gerald Jules
Typed Name: Gerald Jules
Typed Title: National Manager, National Accounts
VW CREDIT, INC.,
as a Floorplan Lender
By: /s/ Robb Nerdin
Typed Name: Robb Nerdin
Typed Title: Senior Manager Commercial Credit
LENDERS UNDER
THE REVOLVING CREDIT AGREEMENT:
BANK OF AMERICA, N.A., as Swing Line Lender,
L/C Issuer and as a Revolving Lender
By: /s/ David T. Smith
Typed Name: David T. Smith
Typed Title: Senior Vice President
MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as a Revolving Lender
By: /s/ Michele Nowak
Typed Name: Michele Nowak
Typed Title: Credit Director, National Accounts
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

BMW FINANCIAL SERVICES NA, LLC,
as a Revolving Lender
By: /s/ Aaron Grener
Typed Nam e: Aaron Grener
Typed Title: National Manager, National Accounts
By: /s/ Thomas Rumfola
Typed Name: Thomas Rumfola
Typed Title: GM, Commercial Finance Credi t
TOYOTA MOTOR CREDIT CORPORATION,
as a Revolving Lender
By: /s/ Michele Nowak
Typed Name: Michele Nowak
Typed Title: Credit Director, National Accounts
JPMORGAN CHASE BANK, N.A.,
as a Revolving Lender
By: /s/ Adam Sigman
Typed Name: Adam Sigman
Typed Title: Executive Director
COMERICA BANK,
as a Revolving Lender
By: /s/ Coby McGee
Typed Name: Coby McGee
Typed Title: Portfolio Manager
VW CREDIT, INC.,
as a Revolving Lender
By: /s/ Robb Nerdin
Typed Name: Robb Nerdin
Typed Title: Senior Manager Commercial Credit
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

U.S. BANK, NATIONAL ASSOCIATION,
as a Revolving Lender
By: /s/ Katherine Taylor
Typed Name: Katherine Taylor
Typed Title: Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Revolving Lender
By: /s/ Jeffrey Bullard
Typed Name: Jeffrey Bullard
Typed Title: Senior Vice President
WORLD OMNI FINANCIAL CORP.,
as a Revolving Lender
By: /s/ Charles Marc Einhorn
Typed Name: Charles Marc Einhorn
Typed Title: Vice-President Credit Administration
CAPITAL ONE, N.A..,
as a Revolving Lender
By: /s/ Jeff Edge
Typed Name: Jeff Edge
Typed Title: Senior Vice President
MASSMUTUAL ASSET FINANCE LLC,
as a Revolving Lender
By: /s/ Don Buttler
Typed Name: Don Butler
Typed Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
as a Revolving Lender
By: /s/ Krutesh Trivedi
Typed Name: Krutesh Trivedi
Typed Title: Senior Vice President
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

TD BANK, N.A.,
as a Revolving Lender
By: /s/ Judy C. Johnson
Typed Name: Judy C. Johnson
Typed Title: VP, Market Credit Manager, Major
Accounts
FIRST AMENDMENT TO SECURITY AGREEMENT
(Sonic Automotive, Inc.)
Signature Page

SUPPLEMENTAL
SCHEDULE 7(f) TO SECURITY AGREEMENT
Grantor Information

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
1. Sonic Automotive, Inc. | Delaware Corporation 2714319 | The chief executive office for all entities is 4401 Colwick Rd., Charlotte, NC |  | 4401 Colwick Rd. Charlotte, NC In addition to the locations listed below, books and records for all entities are located at 4401 Colwick Rd., Charlotte, NC. |  |
2. AM GA, LLC | Georgia Limited Liability Company 16063806 |  | AutoMatch | 8805 Abercorn Street Savannah GA 31406 | AM Realty GA, LLC | AM Realty GA, LLC is an indirect subsidiary of Sonic Automotive, Inc.
3. AM Realty GA, LLC | Georgia Limited Liability Company 16063850 |  | N/A |  |  |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
4. AnTrev, LLC | North Carolina Limited Liability Company 0659676 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
5. EchoPark AZ, LLC | Arizona Limited Liability 23032012 |  | EchoPark | Not yet known |  |
6. EchoPark CA, LLC | California Limited Liability Company 201923110260 |  | EchoPark | 2998 Cherry Avenue Signal Hill, CA 90755 | EchoPark Realty CA, LLC | EchoPark Realty CA, LLC is an indirect subsidiary of Sonic Automotive, Inc.
7. EchoPark Realty CA, LLC | California Limited Liability Company 201923910263 |  |  | N/A |  |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
8. EchoPark FL, LLC | Florida Limited Liability Company L16000126299 |  | EchoPark | 4636 N. Dale Mabry Hwy Tampa, FL 33614 | JT Dale Mabry Holdings LLC | Lessor
9. EchoPark NC, LLC | North Carolina Limited Liability Company 1436923 |  | EchoPark | 13231 Statesville Road Huntersville, NC 28078 | EP Realty NC, LLC | EP Realty NC, LLC is an indirect subsidiary of Sonic Automotive, Inc
10. EchoPark SC, LLC | South Carolina Limited Liability Company |  | EchoPark | 107 Duvall Drive Greenville, SC 29067 | EP Realty SC, LLC | EP Realty SC, LLC is an indirect subsidiary of Sonic Automotive, Inc.
11. EchoPark TX, LLC | Texas Limited Liability Company 802448793 |  | EchoPark |  |  |
12. EchoPark Realty TX, LLC | Texas Limited Liability Company 802302813 |  |  |  |  |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
13. EP Realty NC, LLC | North Carolina Limited Liability Company 1436919 |  |  |  |  |
14. EP Realty SC, LLC | South Carolina Limited Liability Company |  |  |  |  |
15. Arngar, Inc. | North Carolina Corporation 0005612 |  | Cadillac of South Charlotte | 10725 Pineville Rd. Pineville, NC | CAR SON MAS, L.P. | All Owners of Collateral Locations (if other than Grantor) are unrelated lessors, except where noted.

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
16. Autobahn, Inc. | California Corporation C1548941 |  | Autobahn Motors Main Facility Airspace Lease Remnant Parcel Autobahn Motors-Service / Storage Autobahn Motors Vehicle Storage/Detailing Autobahn Motors – Lot Parking | 700 Island Pkwy. Belmont, CA Beneath Island Pkwy. north of Ralston Ave. Belmont, CA East of Island Pkwy. and north of Ralston Ave. Belmont, CA 500-510 Harbor Blvd. Belmont, CA 1315 Elmer St. Belmont, CA Elmer Street Lot Belmont, CA | SRE California – 3, LLC City of Belmont, CA SRE California – 3, LLC David S. Lake Trust George W. Williams III, Co-Trustee, George W. Williams III G.S. Trust George W. Williams III and Borel Bank, Co-Trustees, Hortense Williams Trust Lois Hortense Rosebrook Trust Katherine B. Woodlard, Robert P. Berryman and Mark A. Berryman G.W. Williams Co. | SRE California – 3, LLC is an indirect subsidiary of Sonic Automotive, Inc.

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
17. FAA Beverly Hills, Inc. FAA Beverly Hills, Inc. (continued) | California Corporation C2069519 |  | Beverly Hills BMW Sales Service Service & CPO Facility 8850 Wilshire Blvd. (BMW Beverly Hills – Storage and Service Overflow 8844 Wilshire Blvd. (BMW Beverly Hills Storage & Service Overflow) Parking Lot | 5050 – 5070 Wilshire Blvd. Beverly Hills, CA 5151 Wilshire Blvd. Beverly Hills, CA 8833 Wilshire Blvd. Beverly Hills, CA 8850 Wilshire Blvd. Beverly Hills, CA 8844 Wilshire Blvd. Beverly Hills, CA NE Corner Citrus Ave. & Carling Way Beverly Hills, CA | Ehlers Enterprises, Ltd. Ehlers Investment Co. Duesenberg Investment Company 8850 Wilshire Partners, LLC Illoulian Properties DSG Wilshire LLC and JW Wilshire LLC |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
18. FAA Concord H, Inc. | California Corporation C2004304 |  | Concord Honda Main Parking | 1300 Concord Ave. Concord, CA 1461 Concord Ave. Concord, CA 2655 Stanwell Drive Concord, CA | Rosewood Village Associates SRE California – 6, LLC SVC Properties, LLC | SRE California – 6, LLC is an indirect subsidiary of Sonic Automotive, Inc.
19. FAA Concord T, Inc. | California Corporation C0613543 |  | Concord Toyota Concord Scion Parking | 1090 Concord Ave. Concord, CA Buchanan Field Airport, Area 7 West of Solano Way | 1090 Concord Associates, LLC County of Contra Costa |
20. FAA Holding Corp. | California Corporation C2174202 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
21. FAA Las Vegas H, Inc. | Nevada Corporation C13186-1999 |  | Honda West | 7615 W. Sahara Ave. Las Vegas, NV | CARS CNI-2 L.P. |
22. FAA Poway H, Inc. | California Corporation C2006230 |  | Poway Honda Parking | 13747 Poway Rd. Poway, CA 13875 Kirkham Way Poway, CA | Bay Automotive Properties, LLC Poway Auto Dealers Association LLC |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
23. FAA San Bruno, Inc. | California Corporation C2004303 |  | Melody Toyota Melody Scion (Main Facility) (Service and Parts Facility) (Parking Lot – New and Used) (Main Facility) (Used Car Facility) (Parking – Used Cars) (Used Cars) (Parking Lot) | 750 El Camino Real San Bruno, CA 222 E. San Bruno Ave. San Bruno, CA 732 El Camino Real San Bruno, CA 750 El Camino Real San Bruno, CA 650 El Camino Real San Bruno, CA 650 and 660 El Camino Real San Bruno, CA 650 and 660 El Camino Real San Bruno, CA 692 El Camino Real San Bruno, CA | Bill & Sylvia Wilson L & P Kaplan Peter J. Mandell and Susan Gootnick Chapman Hui California, LLC Martha E. Bishop, Helen J. Carey, The Mary Colter McDonald Trust Bill Malkason Sonic Development, LLC Tommie Carol Ann Mobley and Larry Malasoma | Sonic Development, LLC is a direct subsidiary of Sonic Automotive, Inc.

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
24. FAA Serramonte H, Inc. | California Corporation C2069465 |  | Honda of Serramonte | 485 Serramonte Blvd. Colma, CA | Price Trust |
25. FAA Serramonte L, Inc. | California Corporation C2004222 |  | Lexus of Serramonte Lexus of Marin Main Used Car | 700 Serramonte Blvd. Colma, CA 513 Francisco Blvd. E. San Rafael, CA 535 Francisco Blvd. E. San Rafael, CA | Price Trust CAR FAA II LLC Hendrickson Development, Inc. |
26. FirstAmerica Automotive, Inc. | Delaware Corporation 2761294 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
27. Fort Mill Ford, Inc. | South Carolina Corporation |  | Fort Mill Ford | 801 Gold Hill Rd. Fort Mill, SC | SRE South Carolina-1, LLC | SRE South Carolina-1, LLC is an indirect subsidiary of Sonic Automotive, Inc.
28. Franciscan Motors, Inc. | California Corporation C1532758 |  | Acura of Serramonte | 465/475 Serramonte Blvd. Colma, CA | Price Trust |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
29. Kramer Motors Incorporated | California Corporation C0392185 |  | Honda of Santa Monica Honda of Santa Monica Honda of Santa Monica (other) Honda of Santa Monica (storage) Honda of Santa Monica (Fleet) Parking | 1720 – 1726 Santa Monica Blvd. Santa Monica, CA 1801 Santa Monica Blvd. and 1347 - 18th St. Santa Monica CA 1411 - 17th St. Santa Monica, CA 1819 Santa Monica Blvd. Santa Monica, CA 1714 Santa Monica Blvd. Santa Monica, CA 1718 Santa Monica Blvd. Santa Monica, CA 1205 Colorado Ave. Santa Monica, CA | Lone Eagle Partners, LLC Sully Three SM, LLC Sully Three SM, LLC Sully Three SM, LLC Adele Coury and Lucille Almir Alley Properties, LLC |
30. L Dealership Group, Inc. | Texas Corporation 151278900 |  |  | 4401 Colwick Rd. Charlotte, NC |  |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
31. Marcus David Corporation | North Carolina Corporation 0272880 |  | Town and Country Toyota Certified Used Cars Lot CPO and Truck Sales Town and Country Toyota-Scion Town and Country Toyota | 9900 South Blvd. Charlotte, NC 1300 Cressida Dr. Charlotte, NC 9101 South Blvd. Charlotte, NC | Jessco Ltd. National Retail Properties, LP MMR Holdings, LLC |
32. Ontario L, LLC | California Limited Liability Company 200330110050 |  | Crown Lexus | 1125 Kettering Dr. Ontario, CA | M.F. Salta Co., Inc. |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
33. Philpott Motors, Ltd. | Texas Limited Partnership 12223010 |  | Philpott Motors Hyundai (Hangar Lease) Philpott Ford Philpott Toyota Philpott Ford-Toyota (Fleet/Body Shop) | 1900 U.S. Hwy. 69 Nederland, TX 4605 Third St. Airport Beaumont, TX 1400 U.S. Hwy. 69 Nederland, TX 2727 Nall St. Port Neches, TX | Rustin B. Penland Jefferson County, Texas Philpott Properties, Ltd. Philpott Properties, Ltd. |
34. SAI AL HC1, Inc. | Alabama Corporation D/C 206-272 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
35. SAI AL HC2, Inc. | Alabama Corporation D/C 199-217 |  | Tom Williams Collision Center | 1874 Grants Mill Rd. Irondale, AL | SRE Alabama–2, LLC | SRE Alabama–2, LLC is an indirect subsidiary of Sonic Automotive, Inc.

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
36. SAI AM Florida, LLC | Florida Limited Liability Company L16000202910111 |  | AutoMatch | AutoMatch Jacksonville MAIN BUILDING: 9012 Beach Boulevard Jacksonville, FL 32216 PARKING LOT: 9020 Beach Boulevard Jacksonville, FL 32216 AutoMatch Fort Myer 8900 Colonial Center Drive Fort Meyers, FL 33905 AutoMatch Ocala MAIN BUILDING: 3550 S. Pine Avenue Ocala, FL 34471 PARKING LOT: 3620 S. Pine Avenue Ocala, FL 34471 |  |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
37. SAI Atlanta B, LLC | Georgia Limited Liability Company 08083814 |  | Global Imports BMW Global Imports MINI Parking (BMW) Collision Center (MINI) | 500 Interstate North Pkwy. SE Atlanta, GA 2100-2120 Powers Ferry Rd Atlanta, GA 5925 Peachtree Industrial Blvd. Atlanta, GA | MMR Holdings, LLC c/o Capital Automotive REIT McLean, VA 22102 Attn: Portfolio Manager Shadowood Office Park, LLC SRE Georgia 4, LLC | SRE Georgia 4, LLC is an indirect subsidiary of Sonic Automotive, Inc.
38. SAI Chattanooga N, LLC | Tennessee Limited Liability Company 000767923 |  | Nissan of Chattanooga East | 2121 Chapman Road Chattanooga TN 37421 |  |
39. SAI Chamblee V, LLC | Georgia Limited Liability Company K734665 |  | Dyer and Dyer Volvo (Chamblee location) | 5260 Peacthree Industrial Blvd., Chamblee, GA | D & R Investments 200 Branch Hill Lane Columbia, SC 29223 |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
40. SAI Clearwater T, LLC | Florida Limited Liability Company L08000116713 |  | Clearwater Toyota Clearwater Scion | 21799 U.S. Hwy. 19 N. Clearwater, FL |  |
41. SAI Cleveland N, LLC | Tennessee Limited Liability Company 000770235 |  | Nissan of Cleveland | 131 Pleasant Grove Road McDonald, TN 37353 |  |
42. SAI Columbus Motors, LLC | Ohio Limited Liability Company CP13127 |  | Hatfield Subaru Hatfield Hyundai | 1400 Auto Mall Dr. Columbus, OH 1395 Auto Mall Dr. Columbus, OH | SRE Ohio – 2, LLC | SRE Ohio - 2, LLC is an indirect subsidiary of Sonic Automotive, Inc.
43. SAI Columbus T, LLC | Ohio Limited Liability Company CP13128 |  | Toyota West Scion West Hatfield Automall | 1500 Auto Mall Dr. Columbus, OH | SRE Ohio - 1, LLC | SRE Ohio - 1, LLC is an indirect subsidiary of Sonic Automotive, Inc.

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
44. SAI Columbus VWK, LLC | Ohio Limited Liability Company CP13130 |  | Hatfield Kia Hatfield Volkswagen | 1455 Auto Mall Drive Columbus, OH 1495 Auto Mall Drive Columbus, OH | SRE Ohio -2, LLC CARS CNI-2, LLC | SRE Ohio – 2, LLC is an indirect subsidiary of Sonic Automotive, Inc.
45. SAI Denver B, Inc. | Colorado Corporation 20131294528 |  | Murray BMW of Denver Bodyworks Murray Motorworks Sales - Used Parking | 900 S. Colorado Blvd. Denver, CO 2201 S. Wabash St. Denver, CO 4300 E. Kentucky Ave. Denver, CO 7750 E. Cherry Creek South Dr. Denver, CO 4677 S. Broadway Denver, CO 4651 S. Broadway Denver, CO | SRE Colorado – 2, LLC SRE Colorado – 2, LLC SRE Colorado – 2, LLC SRE Colorado – 2, LLC Moreland Properties, LLC William J. Markel | SRE Colorado – 2, LLC is an indirect subsidiary of Sonic Automotive, Inc.

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
46. SAI Denver M, Inc. | Colorado Corporation 20131291339 |  | Mercedes-Benz of Denver CPO & Service Sales | 4300 E. Kentucky Ave. 4677 S. Broadway 940 S. Colorado Blvd. 4677 S. Broadway | SRE Colorado 2, LLC SRE Colorado 2, LLC | SRE Colorado – 2, LLC is an indirect subsidiary of Sonic Automotive, Inc.
47. SAI DS, LLC | Texas Limited Liability 802514325 |  | driversselect | 13615 N. Central Expressway Dallas, TX 75243 | SAI DS Realty TX, LLC | SAI DS Realty TX, LLC is a direct subsidiary of SAI DS, LLC
48. SAI DS Realty TX, LLC | Texas Limited Liability Company 802797035 |  |  | 13615 N. Central Expressway Dallas, TX 75243 |  |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
49. SAI Fairfax B, LLC | Virginia Limited Liability Company S4346344 |  | BMW of Fairfax Main Body Shop Service Parking Parking Body Shop | 8427 Lee Hwy. Fairfax, VA 2730 Dorr Avenue Fairfax, VA 2805 Old Lee Hwy. Fairfax, VA 8431 Lee Hwy. Fairfax, VA 8111 Gatehouse Rd. Falls Church, VA 8504 Lee Hwy. Fairfax, VA | MMR Holdings, LLC Craven, LLC Holman @ Merrifield, LLC 8431 Lee Highway, LLC 8111 Gatehouse Road Investors, LLC Euridiki and Nicholas Myseros |
50. SAI FL HC2, Inc. | Florida Corporation P98000016038 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
51. SAI FL HC3, Inc. | Florida Corporation P98000064012 |  |  | 4401 Colwick Rd. Charlotte, NC |  |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
52. SAI FL HC4, Inc. | Florida Corporation P98000064009 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
53. SAI FL HC7, Inc. | Florida Corporation F86660 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
54. SAI Fort Myers B, LLC | Florida Limited Liability Company L08000116712 |  | BMW of Fort Myers MINI of Fort Myers | 15421 S. Tamiami Tr. Fort Myers, FL 13880 S. Tamiami Tr. Fort Myers, FL | SRE Florida – 1, LLC CARS (SON-064) | SRE Florida – 1, LLC is an indirect subsidiary of Sonic Automotive, Inc.
55. SAI Fort Myers H, LLC | Florida Limited Liability Company L08000116710 |  | Honda of Fort Myers | 14020 S. Tamiami Tr. Fort Myers, FL | CAR SONFREE, LLC (also tenant for VW of Fort Myers) |
56. SAI Fort Myers M, LLC | Florida Limited Liability Company L98000002089 |  | Mercedes-Benz of Fort Myers | 15461 S. Tamiami Tr. Fort Myers, FL | SRE Florida – 1, LLC | SRE Florida – 1, LLC is an indirect subsidiary of Sonic Automotive, Inc.

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
57. SAI Fort Myers VW, LLC | Florida Limited Liability Company L08000116709 |  | Volkswagen of Fort Myers | 14060 S. Tamiami Tr. Fort Myers, FL | CAR SONFREE, LLC |
58. SAI GA HC1, LLC | Georgia Limited Partnership 0224680 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
59. SAI Irondale Imports, LLC | Alabama Limited Liability Company 428-744 |  | Tom Williams Imports (BMW) Tom Williams Audi Tom Williams Porsche Land Rover Birmingham MINI of Birmingham Jaguar Birmingham | 1000 Tom Williams Way Irondale, AL 3001 Tom Williams Way Irondale, AL 3000 Tom Williams Way Irondale, AL 2001 Tom Williams Way Irondale, AL 1001 Tom Williams Way Irondale, AL 1314 Grants Mill Way Irondale, AL | SRE Alabama–2, LLC SRE Alabama–2, LLC SRE Alabama–2, LLC SRE Alabama–2, LLC | SRE Alabama–2, LLC is an indirect subsidiary of Sonic Automotive, Inc..
60. SAI Irondale L, LLC | Alabama Corporation DLL 662-073 |  | Tom Williams Lexus | 1001 Tom Williams Way Irondale, AL | SRE Alabama–2, LLC |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
61. SAI Long Beach B, Inc. | California Corporation C2998588 |  | Long Beach BMW Long Beach MINI | 2998 Cherry Ave. Signal Hill, CA 90755 1660 E. Spring Street Signal Hill, CA 90756 | Velma M. Robinett, Trustee of the Alda C. Jones Trust c/o Signal Hill Redevelopment Agency 2175 Cherry Ave. Signal Hill, CA 90806 |
62. SAI McKinney M, LLC | Texas Limited Liability Company 802180025 |  | Mercedes-Benz of McKinney | 2080 North Central Expressway McKinney, TX 75069 |  |
63. SAI MD HC1, Inc. | Maryland Corporation D05310776 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
64. SAI Monrovia B, Inc. | California Corporation C2979304 |  | BMW of Monrovia MINI of Monrovia Parking | 1425-1451 South Mountain Ave. Monrovia, CA 550 E. Huntington Drive Monrovia, CA | DMSA, LLC c/o Dennis D. and Charyl A. Assael, Trustees 222 Heliotrope Ave. Corona del Mar, CA 92625 Foothill Technology Center, LLC |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
65. SAI Montgomery B, LLC | Alabama Limited Liability Company 428-746 |  | BMW of Montgomery | 731 Eastern Blvd. Montgomery, AL | CARS – DB5, LP |
66. SAI Montgomery BCH, LLC | Alabama Limited Liability Company 428-745 |  | Classic Buick GMC Cadillac | 833 Eastern Blvd. Montgomery, AL | Rouse Bricken, LLC |
67. SAI Montgomery CH, LLC | Alabama Limited Liability Company 428-747 |  | Capitol Chevrolet Capitol Hyundai | 711 Eastern Blvd. Montgomery, AL 2820 Eastern Blvd. Montgomery, AL | CARS-DB5, LP CAR BSC L.L.C. |
68. SAI Nashville CSH, LLC | Tennessee Limited Liability Company 0336183 |  | Crest Cadillac Crest Saab | 2121 Rosa L. Parks Blvd. Nashville, TN | CAR SON MAS TN L.L.C. |
69. SAI Nashville H, LLC | Tennessee Limited Liability Company 0336180 |  | Crest Honda | 2215 Rosa L. Parks Blvd. Nashville, TN | CAR SON MAS TN L.L.C. |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
70. SAI Nashville M, LLC | Tennessee Limited Liability Company 0336182 |  | Mercedes-Benz of Nashville smart center of Nashville | 630 Bakers Bridge Ave. Franklin, TN | BKB Properties LLC |
71. SAI Nashville Motors, LLC | Tennessee Limited Liability Company 0566970 |  | Audi Nashville Porsche of Nashville | 1576 Mallory Lane Brentwood, TN 1580 Mallory Lane Brentwood, TN | SRE Tennessee – 1, LLC SRE Tennessee – 2, LLC | SRE Tennessee – 1, LLC is an indirect subsidiary of Sonic Automotive, Inc. SRE Tennessee – 2, LLC is an indirect subsidiary of Sonic Automotive, Inc.
72. SAI OK HC1, Inc. | Oklahoma Corporation 1900632183 |  |  | 4401 Colwick Rd. Charlotte, NC |  |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
73. SAI Orlando CS, LLC | Florida Limited Liability Company L08000116711 |  | Massey Cadillac [North] Massey Saab of Orlando Massey Cadillac South (Vehicle storage) | 4241 N. John Young Pkwy. Orlando, FL 8819 S. Orange Blossom Tr. Orlando, FL 1851 Landstreet Rd. Orlando, FL | CAR SON MAS, L.P. CAR SON MAS, L.P. Sonic Development, LLC | Sonic Development, LLC is a direct subsidiary of Sonic Automotive, Inc.
74. SAI Peachtree, LLC | Georgia Limited Liability Company 12101436 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
75. SAI Pensacola A, LLC | Florida Limited Liability Company L15000038068 |  | Audi Pensacola | 6303 Pensacola Blvd. Penscaola FL |  |
76. SAI Philpott T, LLC | Texas Limited Liability Company 802278062 |  | Philpott Toyota Philpott Scion | 2229 Highway 69 Nederland TX 77627 |  |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
77. SAI Rockville Imports, LLC | Maryland Limited Liability Company W12791083 |  | Rockville Audi Rockville Porsche-Audi Porsche of Rockville (Parking Lot) Vehicle Storage | 1125 Rockville Pike Rockville, MD 1542 & 1550 Rockville Pike Rockville, MD 1190 Rockville Pike Rockville, MD | SRE-Virginia 1, LLC 1500 Rockville Pike, LLC Everett A. Hellmuth, III | SRE-Virginia 1, LLC is an indirect subsidiary of Sonic Automotive, Inc.
78. SAI Roaring Fork LR, Inc. | Colorado Corporation 2014156978 |  | Land Rover Roaring Fork | 52876 Two Rivers Plaza Road Glenwood Springs CO |  |
79. SAI Rockville L, LLC | Maryland Limited Liability Company W12796074 |  | Lexus of Rockville | 15501 & 15515 Frederick Rd. Rockville, MD 15814-A and B Paramount Dr. Rockville, MD | Royco, Inc. 8121 Georgia Ave. Suite 500 Silver Spring, MD 20910 Beltway Cable Services Inc. 15815 Paramount Dr. Rockville, MD 20855 |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
80. SAI Stone Mountain T, LLC | Georgia Limited Liability Company 0342795 |  | Stone Mountain Toyota Stone Mountain Scion | 4400 Stone Mountain Hwy Stone Mountain, GA | National Retail Properties, LP |
81. SAI S. Atlanta JLR, LLC | Georgia Limited Liability Company 16070312 |  | Jaguar South Atlanta Land Rover South Atlanta | 3900 Jonesboro Rd. Union City GA 30291 | SRE Georgia 5, LLC | SRE Georgia 5, LLC is an affiliate of SAI S. Atlanta JLR, LLC
82. SAI TN HC1, LLC | Tennessee Limited Liability Company 0336184 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
83. SAI TN HC2, LLC | Tennessee Limited Liability Company 0336185 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
84. SAI TN HC3, LLC | Tennessee Limited Liability Company 0336181 |  |  | 4401 Colwick Rd. Charlotte, NC |  |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
85. SAI Tysons Corner H, LLC | Virginia Limited Liability Company S4346369 |  | Honda of Tysons Corner (Body Shop) (Storage Lot) (Storage Lot) (Parking) (Parking) | 1580 Spring Hill Rd. Vienna, VA 1548 Spring Hill Rd. Vienna, VA 1596 Spring Hill Rd. - Two acres adjacent to 1592 Spring Hill Rd. Vienna, VA 8521 Leesburg Pike Vienna, VA 8401-8405 Greensboro Dr. McLean, VA 1593-1595 Spring Hill Rd. Vienna, VA | CARS-DB1, LLC CARS-DB1, LLC CARS-DB1, LLC Brandywine Realty Trust Greensboro Center Limited Partnership California State Teachers’ Retirement System |
86. SAI VA HC1, Inc. | Virginia Corporation 07019870 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
87. SAI West Houston B, LLC | Texas Limited Liability Company 802152114 |  | BMW of West Houston | 20822 Katy Freeway Katy TX |  |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
88. Santa Clara Imported Cars, Inc. | California Corporation C0587296 |  | Honda of Stevens Creek Stevens Creek Honda – Offsite Vehicle Storage | 4590 Stevens Creek Blvd. San Jose, CA 1507 South 10th St. San Jose, CA | SRE California – 8 SCH, LLC 10th Street Land Management | SRE California – 8 SCH, LLC is an indirect subsidiary of Sonic Automotive, Inc.
89. Sonic – 2185 Chapman Rd., Chattanooga, LLC | Tennessee Limited Liability Company 0366281 |  | Economy Honda Superstore | 2135 Chapman Rd. Chattanooga, TN | Standefer Investment Company |
90. Sonic Advantage PA, L.P. | Texas Limited Partnership 800235623 |  | Porsche of West Houston Audi West Houston Momentum Luxury Cars | 11890 Katy Fwy. Houston, TX 11850 Katy Fwy., Houston, TX 15865 Katy Fwy. Houston, TX | SRE Texas – 2, L.P. SRE Texas – 2, L.P. | SRE Texas – 2, L.P. is an indirect subsidiary of Sonic Automotive, Inc.

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
91. Sonic Automotive 2752 Laurens Rd., Greenville, Inc. | South Carolina Corporation |  | Century BMW Century MINI (Parking Lot) Century BMW Mini | 2750 Laurens Rd. Greenville, SC 17 Duvall and 2758 Laurens Rd. Greenville, SC 2930-2934 Laurens Rd. Greenville, SC | MMR Holdings, LLC Brockman Real Estate, LLC SRE South Carolina – 2, LLC | SRE South Carolina-2, LLC is an indirect subsidiary of Sonic Automotive, Inc.
92. Sonic Automotive – 3401 N. Main, TX, L.P. | Texas Limited Partnership 11376510 |  | Ron Craft Chevrolet Cadillac Baytown Auto Collision Center | 4114 Hwy. 10 E. Baytown, TX | CAR SON BAY, L.P. |
93. Sonic Automotive – 4701 I-10 East, TX, L.P. | Texas Limited Partnership 11345010 |  | Baytown Ford | 4110 Hwy. 10 E. Baytown, TX | CAR SON BAY, L.P. |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
94. Sonic Automotive – 9103 E. Independence, NC, LLC | North Carolina Limited Liability Company 0470751 |  | Infiniti of Charlotte Infiniti of Charlotte Parking Lot | 9103 E. Independence Blvd. Matthews, NC 9009 E. Independence Blvd. Matthews, NC | MMR Holdings, LLC CAR SON CHAR L.L.C. |
95. Sonic Automotive Aviation, LLC | North Carolina Limited Liability Company 1320781 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
96. Sonic Automotive F&I, LLC | Nevada Limited Liability Company LLC8620-1999 |  |  | 7000 Las Vegas Blvd. N. Suite 200 Las Vegas, NV |  |
97. Sonic Automotive of Chattanooga, LLC | Tennessee Limited Liability Company 0336188 |  | BMW of Chattanooga | 6806 E. Brainerd Rd. Chattanooga, TN | 75 Pointe Centre Partners, LLC |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
98. Sonic Automotive of Nashville, LLC | Tennessee Limited Liability Company 0336186 |  | BMW of Nashville MINI of Nashville Parking | 4040 Armory Oaks Dr. Nashville, TN 4010 Armory Oaks Dr. Nashville, TN 1572 Mallory Lane Brentwood, TN 37027 | H.G. Hill Realty Company, LLC H.G. Hill Realty Company, LLC |
99. Sonic Automotive of Nevada, Inc. | Nevada Corporation C18014-1997 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
100. Sonic Automotive of Texas, L.P. | Texas Limited Partnership 11324210 |  | Lone Star Ford | 8477 North Fwy. Houston, TX | MMR Viking Investment Associates, LP |
101. Sonic Automotive Support, LLC | Nevada Limited Liability Company LLC19412-2003 |  |  | 7000 Las Vegas Blvd. N. Suite 200 Las Vegas, NV |  |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
102. Sonic Automotive West, LLC | Nevada Limited Liability Company LLC9139-1999 |  |  | 7000 Las Vegas Blvd. N. Suite 200 Las Vegas, NV |  |
103. Sonic-Buena Park H, Inc. | California Corporation C2356456 |  | Buena Park Honda - Employee Parking Buena Park Honda – Main Parking Vehicle Storage | 7697 Beach Blvd. Buena Park, CA 6411 Beach Blvd. Buena Park, CA 6841 Western Avenue Buena Park, CA 6291 Auto Center Drive Buena Park, CA | Abbott Investments Saltalamacchia Land Company Buena Park Masonic Temple Board Orange County Transportation Authority |
104. Sonic – Integrity Dodge LV, LLC | Nevada Limited Liability Company LLC4879-1999 |  | N/A | N/A | N/A |
105. Sonic – Cadillac D, L.P. | Texas Limited Partnership 800061917 |  | Massey Cadillac | 11675 LBJ Fwy. Dallas, TX | CAR SON MAS GAR, L.P. |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
106. Sonic Calabasas M, Inc. | California Corporation C2975101 |  | Mercedes-Benz of Calabasas Parking | 24181 Calabasas Rd. Calabasas, CA 91302 Parking lot north of and abutting above address containing 20,036 square feet, more or less 21800 Oxnard Street Woodland Hills, CA | Arthur D’Egidio and Assunta D’Egidio, as Trustees of the D’Egidio Trust dated May 13, 1985 and Maria A. D’Egidio, as Trustee of the D’Egidio Trust dated April 29, 1985 17401 Gresham St. Northridge, CA 91325 City of Calabasas, California 26135 Mureau Rd. Calabasas, CA 91302 Attn: City Manager Ampco System Parking |
107. Sonic-Clear Lake Volkswagen, L.P. | Texas Limited Partnership 800207889 |  | Momentum Volkswagen of Clear Lake | 15100 Gulf Fwy. Houston, TX | CARS-DB4, LP |
108. Sonic – Denver T, Inc. | Colorado Corporation 20021350687 |  | Mountain States Toyota and Scion Mountain States Toyota | 201 W. 70th Ave. Denver, CO | SRE Colorado – 1, LLC | SRE Colorado – 1, LLC is an indirect subsidiary of Sonic Automotive, Inc.

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
109. Sonic Development, LLC | North Carolina Limited Liability Company 0483658 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
110. Sonic Divisional Operations, LLC | Nevada Limited Liability Company LLC26157-2004 |  |  | 7000 Las Vegas Blvd. N. Suite 200 Las Vegas, NV | Nevada Speedway, LLC |
111. Sonic - Fort Worth T, L.P. | Texas Limited Partnership 13920710 |  | Toyota of Fort Worth Scion of Fort Worth Main Used Car | 9001 Camp Bowie W. Fort Worth, TX 8901 US Hwy 80 West Fort Worth, TX | SON MCKNY II, L.P. SON MCKNY II, L.P. |
112. Sonic - Harbor City H, Inc. | California Corporation C2356454 |  | Carson Honda | 1435 E. 223rd St. Carson, CA | ENRI 2, LLC |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
113. Sonic Houston JLR, LP | Texas Limited Partnership 800735509 |  | Jaguar Houston North Land Rover Houston North | 18205 Interstate 45 N Houston, TX | SRE Texas – 1, L.P. | SRE Texas – 1, L.P. is an indirect subsidiary of Sonic Automotive, Inc.
114. Sonic Houston LR, L.P. | Texas Limited Partnership 800236309 |  | Land Rover Houston Central Jaguar Houston Central | 7019 Old Katy Rd. Houston, TX 7025 Old Katy Rd. Houston, TX | Capital Automotive, LP SRE Texas – 7, L.P. | SRE Texas – 7, L.P. is an indirect subsidiary of Sonic Automotive, Inc.
115. Sonic - Houston V, L.P. | Texas Limited Partnership 15286810 |  | Volvo of Houston (Body Shop) | 11950 Old Katy Rd. Houston, TX 1321 Sherwood Forest Dr. Houston, TX | Mark Miller, Trustee Mark Miller, Trustee |
116. Sonic-Jersey Village Volkswagen, L.P. | Texas Limited Partnership 800207902 |  | Momentum Volkswagen of Jersey Village Parking | 19550 Northwest Fwy. Houston, TX 11411 FM 1960 Road West Houston, TX | CAR 2 MOM, LP Cyfair Developments, LP |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
117. Sonic - Las Vegas C West, LLC | Nevada Limited Liability Company LLC7434-2000 |  | Cadillac of Las Vegas Cadillac of Las Vegas - West | 5185 W. Sahara Ave. Las Vegas, NV | SRE Nevada – 2, LLC | SRE Nevada – 2, LLC is an indirect subsidiary of Sonic Automotive, Inc.
118. Sonic - LS Chevrolet, L.P. | Texas Limited Partnership 11958210 |  | Lone Star Chevrolet Lone Star Chevrolet Parking Lot | 18800 & 18900 North Fwy. and 9110 N. Eldridge Parkway, Houston, TX 18990 Northwest Fwy. Houston, TX | CARS-DB4, L.P. CAR SON STAR, L.P. |
119. Sonic - LS, LLC | Delaware Limited Liability Company 3440418 |  |  | 4401 Colwick Rd. Charlotte, NC |  |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
120. Sonic - Lute Riley, L.P. | Texas Limited Partnership 11869810 |  | Lute Riley Honda (Body Shop) Storage Storage Service/Car Wash | 1331 N. Central Expy. Richardson, TX 13561 Goldmark Dr. Richardson, TX 331 Melrose Drive Richardson, TX 816 S. Sherman Street Richardson, TX 820 S. Sherman Street Richardson, TX | MMR Viking Investment Associates, LP CARS (SON-105) CCI-Melrose 1, L.P. HLN Enterprises, Inc. A. Kenneth Moore |
121. Sonic Momentum B, L.P. | Texas Limited Partnership 800235477 |  | Momentum BMW Momentum MINI (Momentum BMW/MINI Body Shop) Momentum BMW (West) Momentum BMW West - Parking Momentum Collision Center | 10000 Southwest Fwy. Houston, TX 10002 Southwest Fwy. Houston, TX 9911 Centre Pkwy. Houston, TX 15865 Katy Fwy. Houston, TX 11777 Katy Fwy. Houston, TX | CARS CNI-2, LP CARS CNI-2, L.P. RMC AutoSonic BMWN, L.P. Kirkwood Partners, LP |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
122. Sonic Momentum JVP, L.P. | Texas Limited Partnership 800235475 |  | Jaguar Southwest Houston Land Rover Southwest Houston Momentum Volvo Momentum Porsche | 10150 Southwest Fwy. Houston, TX 10155 Southwest Fwy. Houston, TX | CARS CNI-2, LP SRE Texas – 3, L.P. | SRE Texas – 3, L.P. is an indirect subsidiary of Sonic Automotive, Inc.
123. Sonic Momentum VWA, L.P. | Texas Limited Partnership 800207910 |  | Momentum Volkswagen Audi Central Houston Certified Pre-Owned Sales Momentum Audi Momentum Audi Back Lot (Storage) Momentum Audi – Parking | 2405 Richmond Ave. Houston, TX 2309 Richmond Ave. Houston, TX 3717-3725 Revere St. Houston, TX 2401 Portsmouth Houston, TX 2211 Norfolk Street Houston, TX | RMC Auto Sonic VWA, LP RMC Auto Sonic VWA, LP La Mesa Properties Limited La Mesa Properties Limited The Realty Associates Fund IX, LP |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
|  |  | Momentum Audi – Parking Momentum Audi – Service Center Momentum Audi – Parking Garage Momentum Audi – Parking Momentum Audi – Parking Garage | 2120 Southwest Fwy. Houston, TX 3131 Richmond Ave., Houston, TX 3120 Southwest Freeway, Houston, TX 3847 Farnham St, Houston, TX 2211 Norfolk St, Houston, TX | 3131 Richmond, LLC and 3 Lot Pieces, LLC Plaza at Audley, LLC Eastern Diversified, LP Norfolk Tower, LLC |
124. Sonic of Texas, Inc. | Texas Corporation 150782300 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
125. Sonic Resources, Inc. | Nevada Corporation C24652-2001 |  |  | 7000 Las Vegas Blvd. N. Suite 200 Las Vegas, NV |  |
126. Sonic - Richardson F, L.P. | Texas Limited Partnership 14037410 |  | North Central Ford | 1819 N. Central Expy. Richardson, TX | SRE Texas 10, LLC | SRE Texas 10, LLC is an indirect subsidiary of Sonic Automotive, Inc.

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
127. Sonic Santa Monica M, Inc. | California Corporation C2727452 |  | W.I. Simonson (Service) (Parking) Parking | 1626 Wilshire Blvd. Santa Monica, CA 1330 Colorado Ave. Santa Monica, CA 1215 – 17th St. Santa Monica, CA 1415 Euclid & 1308 Santa Monica Blvd. Santa Monica, CA 11766 Wilshire Blvd. Santa Monica, CA | 17th & Wilshire Partnership Investment Co. of Santa Monica 7R Apartments Frances M. Rehwald, Trustee, Frances M. Rehwald Family Trust Judith A. Richards, Trustee, Judity a. Richards Separate Property Trust William J.S. Rehwald, Trustee, William J.S. Rehwald Separate Property Trust Frances M. Rehwald, Judith a. Richards, William J.S. Rehwald, Trustees, Mary F. Rehwald Separate Property Trust Ampco System Parking |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
|  |  | Office Parts/Service | 1301 Santa Monica Blvd. Santa Monica, CA 1337 Euclid Street Santa Monica, CA | Sully Three SM, LLC Sully Three SM, LLC |
128. Sonic - Shottenkirk, Inc. | Florida Corporation P99000043291 |  | Pensacola Honda | 5600 Pensacola Blvd. Pensacola, FL | MMR Holdings, LLC |
129. Sonic - Stevens Creek B, Inc. | California Corporation C0723787 |  | Stevens Creek BMW | 4343 Stevens Creek Blvd. San Jose, CA 4333 Stevens Creek Blvd. San Jose, CA | SRE California – 7 SCB, LLC SRE California – 7 SCB, LLC | SRE California – 7 SCB, LLC is an indirect subsidiary of Sonic Automotive, Inc.
130. Sonic-Volvo LV, LLC | Nevada Limited Liability Company LLC6829-1999 |  | Volvo of Las Vegas | 7705 W. Sahara Ave. Las Vegas, NV | Berberian Properties, LLC |

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
131. Sonic Walnut Creek M, Inc. | California Corporation C2508517 |  | Mercedes-Benz of Walnut Creek (Jensen Lease - Service) (Parking Lot) Parking Parking | 1301 Parkside Dr. Walnut Creek, CA 1360 Pine St. Walnut Creek, CA 1300 Pine St. Walnut Creek, CA 2650 Cloverdale Avenue Concord, CA 2198 N. Main Street Walnut Creek, CA | Stead Leasing, Inc. Peter C. Jensen, Trustee of the Peter Cole Jensen and Sharon A. Jensen Living Trust dated December 23, 1986 Testamentary Trust of Paul W. Muller Robert M. Sherman 2002 Frederick D. Wertheim Revocable Trust |
132. SRE Alabama - 2, LLC | Alabama Limited Liability Company 670-275 |  | N/A | N/A | N/A | N/A
133. SRE Alabama-5, LLC | Alabama Limited Liability Company DLL 691-622 |  | N/A | N/A | N/A | N/A

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
134. SRE California - 1, LLC | California Limited Liability Company 200202910110 |  | N/A | N/A | N/A | N/A
135. SRE California – 2, LLC | California Limited Liability Company 200202910111 |  | N/A | N/A | N/A | N/A
136. SRE California – 3, LLC | California Limited Liability Company 200202810141 |  | N/A | N/A | N/A | N/A
137. SRE California – 5, LLC | California Limited Liability Company 200203110006 |  | N/A | N/A | N/A | N/A
138. SRE California – 6, LLC | California Limited Liability Company 200203110007 |  | N/A | N/A | N/A | N/A

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
139. SRE California -7 SCB, LLC | California Limited Liability Company 201033410181 |  | N/A | N/A | N/A | N/A
140. SRE California – 8 SCH, LLC | California Limited Liability Company 201033510021 |  | N/A | N/A | N/A | N/A
141. SRE California – 9 BHB, LLC | California Limited Liability Company 201126410082 |  | N/A | N/A | N/A | N/A
142. SRE California 10 LBB, LLC | California Limited Liability Company 201413910313 |  | N/A | N/A | N/A | N/A
143. SRE Colorado - 1, LLC | Colorado Limited Liability Company 20021330518 |  | N/A | N/A | N/A | N/A

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
144. SRE Colorado – 2, LLC | Colorado Limited Liability Company 20021330523 |  | N/A | N/A | N/A | N/A
145. SRE Colorado – 3, LLC | Colorado Limited Liability Company 20021330530 |  | N/A | N/A | N/A | N/A
146. SRE Colorado – 4 RF, LLC | Colorado Limited Liability Company 20141516951 |  | N/A | N/A | N/A | N/A
147. SRE Colorado – 5 CC, LLC | Colorado Limited Liability Company 2014154868552876 Two Rivers Plaza Road Glenwood Springs CO |  | N/A | N/A | N/A | N/A

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
148. SRE Florida - 1, LLC | Florida Limited Liability Company L00000006050 |  | N/A | N/A | N/A | N/A
149. SRE Georgia – 4, LLC | Georgia Limited Liability Company 11091238 |  | N/A | N/A | N/A | N/A
150. SRE Holding, LLC | North Carolina Limited Liability Company 0551475 |  | N/A | N/A | N/A | N/A
151. SRE Maryland – 1, LLC | Maryland Limited Liability Company 200162227 |  | N/A | N/A | N/A | N/A
152. SRE Nevada – 2, LLC | Nevada Limited Liability Company LLC5021-2000 |  | N/A | N/A | N/A | N/A

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
153. SRE North Carolina – 2, LLC | North Carolina Limited Liability Company 0682830 |  | N/A | N/A | N/A | N/A
154. SRE North Carolina – 3, LLC | North Carolina Limited Liability Company 0682833 |  | N/A | N/A | N/A | N/A
155. SRE Ohio 1, LLC | Ohio Limited Liability Company 2146293 |  | N/A | N/A | N/A | N/A
156. SRE Ohio 2, LLC | Ohio Limited Liability Company 2146292 |  | N/A | N/A | N/A | N/A
157. SRE Oklahoma -2, LLC | Oklahoma Limited Liability Company 3500697105 |  | N/A | N/A | N/A | N/A

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
158. SRE South Carolina – 2, LLC | South Carolina Limited Liability Company N/A |  | N/A | N/A | N/A | N/A
159. SRE South Carolina-3, LLC | South Carolina Limited Liability Company N/A |  | N/A | N/A | N/A | N/A
160. SRE South Carolina – 4, LLC | South Carolina Limited Liability Company N/A |  | N/A | N/A | N/A | N/A
161. SRE Tennessee – 1, LLC | Tennessee Limited Liability Company 000390360 |  | N/A | N/A | N/A | N/A
162. SRE Tennessee – 2, LLC | Tennessee Limited Liability Company 000390358 |  | N/A | N/A | N/A | N/A

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
163. SRE Tennessee – 3, LLC | Tennessee Limited Liability Company 000390359 |  | N/A | N/A | N/A | N/A
164. SRE Tennessee-4, LLC | Tennessee Limited Liability Company 0450279 |  | N/A | N/A | N/A | N/A
165. SRE Tennessee – 5, LLC | Tennessee Limited Liability Company 000450278 |  | N/A | N/A | N/A | N/A
166. SRE Tennessee – 6, LLC | Tennessee Limited Liability Company 000797947 |  | N/A | N/A | N/A | N/A
167. SRE Tennessee 7, LLC | Tennessee Limited Liability Company 000959852 |  | N/A | 6001 Lee Highway, Chattanooga, TN 37421 | N/A | N/A

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
168. SRE Texas – 1, L.P. | Texas Limited Partnership 00135233-10 |  | N/A | N/A | N/A | N/A
169. SRE Texas – 2, L.P. | Texas Limited Partnership 00135234-10 |  | N/A | N/A | N/A | N/A
170. SRE Texas – 3, L.P. | Texas Limited Partnership 00135235-10 |  | N/A | N/A | N/A | N/A
171. SRE Texas – 4, L.P. | Texas Limited Partnership 800048705 |  | N/A | N/A | N/A | N/A
172. SRE Texas – 5, L.P. | Texas Limited Partnership 800048740 |  | N/A | N/A | N/A | N/A
173. SRE Texas – 6, L.P. | Texas Limited Partnership 800048741 |  | N/A | N/A | N/A | N/A
174.SRE Texas – 7, L.P. | Texas Limited Partnership 800048742 |  | N/A | N/A | N/A | N/A

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
175. SRE Texas – 8, L.P. | Texas Limited Partnership 800048743 |  | N/A | N/A | N/A | N/A
176. SRE Texas 9, LLC | Texas Limited Liability Company 801419276 |  | N/A | N/A | N/A | N/A
177. SRE Texas 10, LLC | Texas Limited Liability Company 801675082 |  | N/A | N/A | N/A | N/A
178. SRE Texas 11, LLC | Texas Limited Liability Company 801723757 |  | N/A | N/A | N/A | N/A
179. SRE Texas 12, LLC | Texas Limited Liability Company 801807250 |  | N/A | N/A | N/A | N/A
180. SRE Texas 13, LLC | Texas Limited Liability Company 13-802180003 |  | N/A | N/A | N/A | N/A

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
181. SRE Texas 14, LLC | Texas Limited Liability Company 14-802402987 |  | N/A | N/A | N/A | N/A
182. SRE Texas 15, LLC | Texas Limited Liability Company 15-802570108 |  | N/A | N/A | N/A | N/A
183. SRE Virginia – 1, LLC | Virginia Limited Liability Company 5050246-0 |  | N/A | N/A | N/A | N/A
184. SRE Virginia – 2, LLC | Virginia Limited Liability Company S1012154 |  | N/A | N/A | N/A | N/A
185. Stevens Creek Cadillac, Inc. | California Corporation C1293380 |  | St. Claire Cadillac | 3737 Stevens Creek Blvd. Santa Jose, CA | SRE California – 5, LLC | SRE California – 5, LLC is an indirect subsidiary of Sonic Automotive, Inc.

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
186. Town and Country Ford, Incorporated | North Carolina Corporation 0148959 |  | Town and County Ford | 5401 E. Independence Blvd. Charlotte, NC | SRE North Carolina - 2, LLC | SRE North Carolina - 2, LLC is an indirect subsidiary of Sonic Automotive, Inc.
187. EchoPark Automotive, Inc. | Delaware Corporation 5387434 |  |  | 4401 Colwick Rd. Charlotte, NC |  |
188. TT Denver, LLC | Colorado Limited Liability Company 20131462193 |  |  | 500 E. 104th Ave Thornton, CO 10330 Grant Ave Thornton, CO 80229 10401 E. Arapahoe Rd Centennial, CO 1500 E. County Line Rd Highlands Ranch, CO 13412 West Coal Mine Ave. Littleton, CO 80127 9575 E. 40th Ave. Denver, CO 80230 | TTRE CO 1, LLC TTRE CO 1, LLC TTRE CO 1, LLC TTRE CO 1, LLC | TTRE CO 1, LLC is an indirect subsidiary of Sonic Automotive, Inc.

I. Name | II. Jurisdiction of Formation/ Form of Equity/I.D. Number | III. Address of Chief Executive Office | IV. Trade Names, Trade Styles, Fictitious Names and “d/b/a” Names | V. Collateral Locations | VI. Name and address of Owner of Collateral Location (if other than Grantor) | VII. Relationship of Persons listed in VI to Grantor (e.g., lessor, warehousemen)
189. TTRE CO 1, LLC | Colorado Limited Liability Company 20131504490 |  | N/A | N/A | N/A | N/A
190. Windward, Inc. | Hawaii Corporation 41788D1 |  | Honda of Hayward (Service) Ground Lease (Sales) (Vehicle Display) (Vehicle Storage) Ground Lease (Sales) | 24895 Mission Blvd. Hayward, CA 24947-24975 Mission Blvd. Hayward, CA 24919 Mission Blvd. Hayward, CA 900 Fletcher Ln. Hayward, CA 24933 Mission Blvd. Hayward, CA | SRE California – 2, LLC Barbara Harrison and Marie Hinton, Trustee of the Marie Hinton Revocable Trust SRE California – 2, LLC SRE California – 2, LLC Paul Y. Fong | SRE California – 2, LLC is an indirect subsidiary of Sonic Automotive, Inc.