executedamendmentno6toar






Execution Copy 153325876v6 AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 6, dated as of July 29, 2022 (this "Amendment"), is executed by  and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC  ("Chariot"), and JPMORGAN CHASE BANK, N.A. ("JPMorgan"), in its capacities as  administrative agent (in such capacity, the "Administrative Agent"), as a Committed Lender, and  as the Agent for the JPMorgan Lender Group (in such capacity, the "JPMorgan Agent"), and  amends the Amended and Restated Loan Agreement, dated as of December 31, 2020 (as amended,  restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), by and  among the Borrower, Driveway Finance Corporation ("DFC"), as the servicer and the collateral  custodian, the lenders from time to time parties thereto, the agents  from time to time parties  thereto, and JPMorgan, as Administrative Agent and as the account bank.  Capitalized terms used,  but not otherwise defined, herein shall have the meanings ascribed thereto in the Loan Agreement. WITNESSETH: WHEREAS, as of the date of this Amendment, Chariot is the sole Conduit Lender under  the Loan Agreement and JPMorgan is the sole Committed Lender under the Loan Agreement  (Chariot and JPMorgan, together in such respective capacities, the "Lenders");   WHEREAS, the Borrower and the Lenders desire to amend the Loan Agreement, in  accordance with Section 13.01 thereof, on the terms set forth herein;  WHEREAS, the Consenting Lenders desire to provide the waivers set forth below, in  accordance with Section 13.01 of the Loan Agreement; and NOW, THEREFORE, in consideration of the premises and the mutual agreements  hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of  which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Amendments to the Loan Agreement.  The Loan Agreement is  hereby amended as follows: (a) Section 1.01 (Definitions) is amended by deleting the definitions of  "Account Collateral," "Adjusted Principal Balance," "Alternate Base Rate," "Basic Documents,"  "Benchmark," "Benchmark Replacement," "Benchmark Replacement Adjustment," "Benchmark  Replacement Conforming Changes," "Benchmark Replacement Date," "Benchmark Transition  Event," "Benchmark Unavailability Period," "Commitment Termination Date," "Committed  Lender Rate," "Conduit Portfolio Net Loss Ratio (Non-Prime)," "Conduit Portfolio Net Loss Ratio  (Prime)," "Daily Simple SOFR," "Default Rate," "Early Amortization Event," "Eligible  Receivable," "Excess Concentration Amounts," "Excess Spread," "Excess Spread (Adjusted),"  "Fee Letter," "Financial Covenants (DFC)" "Floor," "Interest," "Overnight Bank Funding Rate,"  "Reference Time," "Relevant Governmental Body," "Required Overcollateralization Percentage,"  "Required Rate," "Serviced Portfolio Net Loss Ratio (Non-Prime)," "Serviced Portfolio Net Loss  Ratio (Prime)," "SOFR," "Step-up Event," "Stop-Funding Event," and "Tangible Chattel Paper"  set forth therein in their entirety and replacing them, respectively, with the following: 





 






- 2 - 153325876v6 "'Account Collateral' means the Collection Account and the Hedge Reserve  Account, together with all cash, securities, financial assets (as defined in Section 8- 102(a)(9) of the UCC as then in effect in the relevant State) and investments and  other property from time to time deposited or credited to the Collection Account or  the Hedge Reserve Account, and all proceeds of the foregoing." "'Adjusted Principal Balance' means, as of any date for any Receivable, (i)  if the related amount of Excess Spread as of such date is at least equal to the Target  Rate for such Receivable, the Principal Balance of such Receivable as of such date,  and (ii) if the related amount of Excess Spread as of such date is less than the Target  Rate for such Receivable, then (A) if the APR of such Receivable is less than the  Required Rate, the present value (calculated using a discount rate equal to the  Required Rate) of all Scheduled Payments (including past due Scheduled  Payments) remaining on such Receivable, assuming that all such Scheduled  Payments are paid on a timely basis after such date or (B) if the APR of such  Receivable is equal to or greater than the Required Rate, the Principal Balance of  such Receivable as of such date." "'Alternate Base Rate' means, with respect to any date, a rate per annum  equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the NYFRB  Rate in effect on such day plus 1⁄2 of 1%, and (iii) Adjusted Daily Simple SOFR  plus 1%.  Any change in the Alternate Base Rate due to a change in the Prime Rate,  the NYFRB Rate, or Adjusted Daily Simple SOFR shall be effective from and  including the effective date of such change in the Prime Rate, the NYFRB Rate, or  Adjusted Daily Simple SOFR, respectively.  If the Alternate Base Rate is being  used as an alternate rate of interest pursuant to Section 2.17 (for the avoidance of  doubt, only until the Benchmark Replacement has been determined pursuant to  Section 2.17(b)), then the Alternate Base Rate shall be the greater of clauses (i) and  (ii) above and shall be determined without reference to clause (iii) above.  For the  avoidance of doubt, if the Alternate Base Rate as determined pursuant to the  foregoing would be less than 0%, such rate shall be deemed to be 0% for purposes  of this Agreement." "'Basic Documents' means this Agreement, the Purchase Agreement, each  Purchase Agreement Supplement, the Fee Letter, all Hedging Agreements, the  Control Agreement, the Performance Guaranty, each Electronic Vault Services  Agreement, and any other document, certificate, opinion, agreement or writing the  execution of which is necessary or incidental to carrying out the transactions  contemplated by this Agreement or any of the other foregoing documents." "'Benchmark' means, with respect to the portion of the Loans Outstanding  that is funded or maintained either (i) by a Conduit Lender other than by issuing  Commercial Paper Notes or (ii) by a Committed Lender, initially, Daily Simple  SOFR; provided, that if a Benchmark Transition Event and the related Benchmark  Replacement Date have occurred with respect to Daily Simple SOFR or the then- current Benchmark, then 'Benchmark' means the applicable Benchmark  Replacement to the extent that such Benchmark Replacement has replaced such  prior benchmark rate pursuant to clause (b) of Section 2.17." 





 






- 3 - 153325876v6 "'Benchmark Replacement' means, with respect to the portion of the Loans  Outstanding that is funded or maintained either (i) by a Conduit Lender other than  by issuing Commercial Paper Notes or (ii) by a Committed Lender, the sum of: (a)  the alternate benchmark rate that has been selected by the Administrative Agent  and the Borrower as the replacement for the then-current Benchmark giving due  consideration to (1) any selection or recommendation of a replacement benchmark  rate or the mechanism for determining such a rate by the Relevant Governmental  Body or (2) any evolving or then-prevailing market convention for determining a  benchmark rate as a replacement for the then-current Benchmark for dollar- denominated syndicated credit facilities at such time in the United States and (b)  the related Benchmark Replacement Adjustment.  If the Benchmark Replacement  as determined pursuant to the above would be less than the Floor, the Benchmark  Replacement will be deemed to be the Floor for the purposes of this Agreement and  the other Basic Documents." "'Benchmark Replacement Adjustment' means, with respect to any  replacement of the then-current Benchmark with an Unadjusted Benchmark  Replacement for any setting of such Unadjusted Benchmark Replacement, the  spread adjustment, or method for calculating or determining such spread  adjustment, (which may be a positive or negative value or zero) that has been  selected by the Administrative Agent and the Borrower giving due consideration to  (i) any selection or recommendation of a spread adjustment, or method for  calculating or determining such spread adjustment, for the replacement of such  Benchmark with the applicable Unadjusted Benchmark Replacement by the  Relevant Governmental Body on the applicable Benchmark Replacement Date  and/or (ii) any evolving or then-prevailing market convention for determining a  spread adjustment, or method for calculating or determining such spread  adjustment, for the replacement of such Benchmark with the applicable Unadjusted  Benchmark Replacement for dollar-denominated syndicated credit facilities at such  time." "'Benchmark Replacement Conforming Changes' " means, with respect to  any Benchmark Replacement, any technical, administrative or operational changes  (including changes to the definition of 'Alternate Base Rate,' the definition of  'Business Day,' the definition of 'U.S. Government Securities Business Day,' the  definition of 'Interest Period,' timing and frequency of determining rates and  making payments of interest, timing of borrowing requests or prepayment,  conversion or continuation notices, length of lookback periods, the applicability of  breakage provisions, and other technical, administrative, or operational matters)  that the Administrative Agent decides may be appropriate to reflect the adoption  and implementation of such Benchmark Replacement and to permit the  administration thereof by the Administrative Agent in a manner substantially  consistent with market practice (or, if the Administrative Agent decides that  adoption of any portion of such market practice is not administratively feasible or  if the Administrative Agent determines that no market practice for the  administration of such Benchmark Replacement exists, in such other manner of  administration as the Administrative Agent decides is reasonably necessary in  





 






- 4 - 153325876v6 connection with the administration of this Agreement and the other Basic  Documents)." "'Benchmark Replacement Date' means, with respect to any Benchmark, the  earliest to occur of the following events with respect to such then-current  Benchmark: (i) in the case of clause (i) or (ii) of the definition of 'Benchmark  Transition Event,' the later of (a) the date of the public statement or  publication of information referenced therein and (b) the date on which the  administrator of such Benchmark (or the published component used in the  calculation thereof) permanently or indefinitely ceases to provide such  Benchmark (or such component thereof); or (ii) in the case of clause (iii) of the definition of 'Benchmark  Transition Event,' the first date on which such Benchmark (or the published  component used in the calculation thereof) has been determined and  announced by the regulatory supervisor for the administrator of such  Benchmark (or such component thereof) to be no longer representative;  provided, that such non-representativeness will be determined by reference  to the most recent statement or publication referenced in such clause (iii). For the avoidance of doubt, (1) if the event giving rise to the Benchmark  Replacement Date occurs on the same day as, but earlier than, the Reference Time  in respect of any determination, the Benchmark Replacement Date will be deemed  to have occurred prior to the Reference Time for such determination and (2) the  'Benchmark Replacement Date' will be deemed to have occurred in the case of  clause (i) or (ii) with respect to any Benchmark upon the occurrence of the  applicable event or events set forth therein with respect to such Benchmark (or the  published component used in the calculation thereof)." "'Benchmark Transition Event' means, with respect to any Benchmark, the  occurrence of one or more of the following events with respect to such then-current  Benchmark: (i) a public statement or publication of information by or on  behalf of the administrator of such Benchmark (or the published component  used in the calculation thereof) announcing that such administrator has  ceased or will cease to provide such Benchmark (or such component  thereof), permanently or indefinitely; provided, that at the time of such  statement or publication, there is no successor administrator that will  continue to provide such Benchmark (or such component thereof); (ii) a public statement or publication of information by the  regulatory supervisor for the administrator of such Benchmark (or the  published component used in the calculation thereof), the Federal Reserve  Board, the NYFRB, an insolvency official with jurisdiction over the  administrator for such Benchmark (or such component), a resolution  





 






- 5 - 153325876v6 authority with jurisdiction over the administrator for such Benchmark (or  such component), or a court or an entity with similar insolvency or  resolution authority over the administrator for such Benchmark (or such  component), in each case, which states that the administrator of such  Benchmark (or such component) has ceased or will cease to provide such  Benchmark (or such component thereof) permanently or indefinitely;  provided, that at the time of such statement or publication, there is no  successor administrator that will continue to provide such Benchmark (or  such component thereof); or (iii) a public statement or publication of information by the  regulatory supervisor for the administrator of such Benchmark (or the  published component used in the calculation thereof) announcing that such  Benchmark (or such component thereof) is no longer, or as of a specified  future date will no longer be, representative. For the avoidance of doubt, a 'Benchmark Transition Event' will be deemed to have  occurred with respect to any Benchmark if a public statement or publication of  information set forth above has occurred with respect to such Benchmark (or the  published component used in the calculation thereof)." "'Benchmark Unavailability Period' means, with respect to any Benchmark,  the period (if any) (i) beginning at the time that a Benchmark Replacement Date  pursuant to clauses (i) or (ii) of that definition has occurred if, at such time, no  Benchmark Replacement has replaced such then-current Benchmark for all  purposes hereunder and under any Basic Document in accordance with Section 2.17 and (ii) ending at the time that a Benchmark Replacement has replaced such then- current Benchmark for all purposes hereunder and under any Basic Document in  accordance with Section 2.17." "'Committed Lender Rate' means, with respect to any date during an Interest  Period on which all or any portion of a Loan is funded by a Committed Lender, an  interest rate per annum equal to the sum of (i) Adjusted Daily Simple SOFR on  such date plus (ii) the Applicable Margin." "'Commitment Termination Date' means July 29, 2024 or, with respect to  any Committed Lender, such later date to which the Commitment Termination Date  may be extended for such Committed Lender in accordance with Section 2.04(a)." "'Conduit Portfolio Net Loss Ratio (Non-Prime)' means, with respect to any  date of determination, the product of (i) the percentage equivalent of a fraction, (a)  the numerator of which is the difference of (1) the aggregate Principal Balance of  all Non-Prime Receivables that became Defaulted Receivables during the most  recently completed Collection Period minus (2) all Recoveries received during such  Collection Period with respect to Non-Prime Receivables and (b) the denominator  of which is the aggregate Principal Balance of all Non-Prime Receivables as of the  first day of such Collection Period times (ii) twelve."  





 






- 6 - 153325876v6 "'Conduit Portfolio Net Loss Ratio (Prime)' means, with respect to any date  of determination, the product of (i) the percentage equivalent of a fraction, (a) the  numerator of which is the difference of (1) the aggregate Principal Balance of all  Prime Receivables that became Defaulted Receivables during the most recently  completed Collection Period minus (2) all Recoveries received during such  Collection Period with respect to Prime Receivables and (b) the denominator of  which is the aggregate Principal Balance of all Prime Receivables as of the first day  of such Collection Period times (ii) twelve."  "'Daily Simple SOFR' means, with respect to any date (a 'SOFR Rate Day'),  a rate per annum equal to the greater of (i) SOFR for the day (such day, the related  'SOFR Determination Date') that is five U.S. Government Securities Business Day  prior to (a) if such SOFR Rate Day is a U.S. Government Securities Business Day,  such SOFR Rate Day, or (b) if such SOFR Rate Day is not a U.S. Government  Securities Business Day, the U.S. Government Securities Business Day  immediately preceding such SOFR Rate Day, in each case, as such SOFR is  published by the SOFR Administrator on the SOFR Administrator's Website and  (ii) 0%.  Any change in Daily Simple SOFR due to a change in SOFR shall be  effective from and including the effective date of such change in SOFR without  notice to the Borrower." "'Default Rate' means a per annum rate equal to the sum of (i) the Alternate  Base Rate and (ii) 2.75%." "'Early Amortization Event' means, on any date of determination, that: (i) as of any Reporting Date, the arithmetic mean of the Conduit  Portfolio Net Loss Ratio (Prime) for the three Collection Periods  immediately preceding such Reporting Date is greater than 4.00% (provided, that no Early Amortization Event will occur under this clause (i)  if a Significant Take-out Date occurred during any of such three Collection  Periods);  (ii) as of any Reporting Date, the arithmetic mean of the Conduit  Portfolio Net Loss Ratio (Non-Prime) for the three Collection Periods  immediately preceding such Reporting Date is greater than 6.00% (provided, that no Early Amortization Event will occur under this clause (ii)  if a Significant Take-out Date occurred during any of such three Collection  Periods);  (iii) as of any Reporting Date, the arithmetic mean of the Conduit  Portfolio Delinquency Ratio for the three Collection Periods immediately  preceding such Reporting Date is greater than 4.00% (provided, that no  Early Amortization Event will occur under this clause (iii) if a Significant  Take-out Date occurred during any of such three Collection Periods); (iv) as of any Reporting Date, the arithmetic mean of the Conduit  Portfolio Deferral Ratio for the three Collection Periods immediately  





 






- 7 - 153325876v6 preceding such Reporting Date is greater than 1.50% (provided, that no  Early Amortization Event will occur under this clause (iv) if a Significant  Take-out Date occurred during any of such three Collection Periods); (v) a Borrowing Base Deficiency exists that has not been cured  for at least three Business Days; provided, that if such Borrowing Base  Deficiency would not have occurred but for the occurrence of a Step-up  Event, then no Early Amortization Event will occur under this clause (v)  unless such Borrowing Base Deficiency continues to exist as of the  Reporting Date that occurs during the third Collection Period after the  Collection Period during which such Borrowing Base Deficiency first  existed; (vi) a breach of any Financial Covenant (Lithia) or any Financial  Covenant (DFC) has occurred; (vii) any Servicer Termination Event (other than a Servicer  Termination Event of the type specified in subsections (l), (m), (n) or (o) of  Section 7.13) occurs; (viii) a Termination Event has occurred; or (ix) a Material Adverse Change has occurred; provided, that any Early Amortization Event may be waived in a writing by  the Consenting Lenders to the Borrower, with a copy to the Administrative Agent  and the Servicer." "'Eligible Receivable' means, as of any date of determination, any  Receivable (i) for which the related Receivable File is in the possession or 'control' (within the meaning of Section 9-105 of the UCC as then in effect in the relevant  State) of the Collateral Custodian, (ii) which is identified on the Schedule of  Receivables delivered by the Borrower to the Administrative Agent as part of a  Funding Request and (iii) which satisfies each of the eligibility requirements set  forth on Schedule B hereto, in each case as of such date of determination; provided,  that no Receivable for which the related Contract is an Electronic Contract (A) that  is initially sold to the Borrower pursuant to the Purchase Agreement on or after July  29, 2022 may at any time be an Eligible Receivable or (B) that was initially sold to  the Borrower pursuant to the Purchase Agreement prior to July 29, 2022 may be an  Eligible Receivable from and after August 28, 2022, unless in either case the  Electronic Chattel Paper Condition has been satisfied with respect to the related  Electronic Vault Provider for such Electronic Contract. For the avoidance of doubt,  if the Electronic Chattel Paper Condition has been satisfied with respect to an  Electronic Vault Provider, then the foregoing proviso shall no longer be of any  force or effect with respect to Electronic Contracts for which such entity is the  Electronic Vault Provider and no Receivable that would otherwise constitute an  Eligible Receivable at any time thereafter shall fail to qualify as an Eligible  Receivable solely due to the terms of such proviso." 





 






- 8 - 153325876v6 "'Excess Concentration Amounts' means, as of any date of determination  and without duplication, the sum of: (i) the positive difference, if any, of (a) the aggregate Adjusted  Principal Balance of the Eligible Receivables for which the related Obligor  has a billing address in the State with the highest concentration of  Receivables by Obligor billing address as of such date minus (b) an amount  equal to the product of (1) 43.0% times (2) the Eligible Pool Balance on  such date;  (ii) the positive difference, if any, of (a) the aggregate Adjusted  Principal Balance of the Eligible Receivables for which the related Obligor  has a billing address in the State with the second highest concentration of  Receivables by Obligor billing address as of such date minus (b) an amount  equal to the product of (1) 33.0% times (2) the Eligible Pool Balance on  such date; (iii) the positive difference, if any, of (a) the aggregate Adjusted  Principal Balance of the Eligible Receivables for which the related Obligor  has a billing address in the State with the third highest concentration of  Receivables by Obligor billing address as of such date minus (b) an amount  equal to the product of (1) 23.0% times (2) the Eligible Pool Balance on  such date; (iv) the positive difference, if any, of (a) the aggregate Adjusted  Principal Balance of the Eligible Receivables for which the related Obligor  has a billing address in any State other than those States accounted for in  clauses (i), (ii), and (iii), above, minus (b) an amount equal to the product  of (1) 20.0% times (2) the Eligible Pool Balance on such date; (v) without duplication, the sum of (a) the positive difference, if  any, of (1) the aggregate Adjusted Principal Balance of the Eligible  Receivables for which the related Obligors had FICO Scores of less than  700 minus (2) the product of (A) 75.0% times (B) the Eligible Pool Balance  as of such date plus (b) the positive difference, if any, of (1) the aggregate  Adjusted Principal Balance of the Eligible Receivables for which the related  Obligors had FICO Scores of less than 620 minus (2) the product of (A)  17.5% times (B) the Eligible Pool Balance as of such date; (vi) the positive difference, if any, of (a) the aggregate Adjusted  Principal Balance of the Eligible Receivables for which the related Obligors  did not have a FICO Score or had a FICO Score of zero minus (b) the  product of (1) 5.0% times (2) the Eligible Pool Balance as of such date; (vii) the positive difference, if any, of (a) the aggregate Adjusted  Principal Balance of the Eligible Receivables for which the related Loan- to-Value Ratios were greater than 125% at the time of underwriting minus 





 






- 9 - 153325876v6 (b) the product of (1) 30.0% times (2) the Eligible Pool Balance as of such  date; (viii) the positive difference, if any, of (a) the aggregate Adjusted  Principal Balance of the Eligible Receivables that had original Principal  Balances of greater than $40,000 minus (b) the product of (1) 60.0% times (2) the Eligible Pool Balance as of such date; (ix) the positive difference, if any, of (a) the aggregate Adjusted  Principal Balance of the Eligible Receivables which or on any prior date  were (but which no longer are as of such date of determination) Serviced  Portfolio Defaulted Receivables minus (b) the product of (1) 1.0% times (2)  the Eligible Pool Balance as of such date; (x) the positive difference, if any, of (a) the aggregate Adjusted  Principal Balance of the Eligible Receivables for which the related Financed  Vehicle was a Used Vehicle at the time such Receivable was originated  minus (b) the product of (1) 80.0% times (2) the Eligible Pool Balance as  of such date;  (xi) the positive difference, if any, of (a) the aggregate Adjusted  Principal Balance of the Eligible Receivables for which the original term to  maturity was more than 75 months  minus (b) the product of (1) 27.5% times (2) the Eligible Pool Balance as of such date; (xii) the aggregate Adjusted Principal Balance of the Eligible  Receivables that had FICO Scores of less than 665 at the time of their  underwriting that would need to be subtracted from the Eligible Pool  Balance on such date in order to cause the weighted average FICO Score of  all Eligible Receivables (excluding Receivables that do not have a FICO  Score or have a FICO Score of zero) to 665, with such weighted average  calculated using the FICO Score of each such Receivable at the time of its  underwriting; (xiii) the aggregate Adjusted Principal Balance of the Eligible  Receivables that had Loan-to-Value Ratios at the time of their underwriting  of greater than 118% that would need to be subtracted from the Eligible  Pool Balance on such date in order to cause the weighted average Loan-to- Value Ratio of all Eligible Receivables at the time of their underwriting to  equal 118%; (xiv) the aggregate Adjusted Principal Balance of the Eligible  Receivables that had Payment-to-Income Ratios of greater than 12.0% at  the time of their underwriting that would need to be subtracted from the  Eligible Pool Balance on such date in order to cause the weighted average  Payment-to-Income Ratios of all Eligible Receivables at the time of their  underwriting to equal 12.0%; 





 






- 10 - 153325876v6 (xv) the aggregate Adjusted Principal Balance of the Eligible  Receivables that had Debt-to-Income Ratios of greater than 37.5% at the  time of their underwriting that would need to be subtracted from the Eligible  Pool Balance on such date in order to cause the weighted average Debt-to- Income Ratio of all Eligible Receivables at the time of their underwriting to  equal 37.5%; and  (xvi) the positive difference, if any, of (a) the aggregate Adjusted  Principal Balance of the Eligible Receivables for which the related Financed  Vehicle had an odometer reading of more than 125,000 miles at the time  such Receivable was originated minus (b) the product of (1) 2.0% times (2)  the Eligible Pool Balance as of such date." "'Excess Spread' means as of any date of determination, either: (i) with respect to any Receivable that is a Prime Receivable,  the difference of (a) the weighted average APR of all Prime Receivables  that are Eligible Receivables as of such date (weighted by the Principal  Balance of such Eligible Receivables) minus (b) the Servicing Fee Rate  minus (c) the Program Fee Rate minus (d) the Weighted Average Hedge  Rate as of such date minus (e) the Backup Servicing Fee Rate;  (ii) with respect to any Receivable that is a Near Prime  Receivable, the difference of (a) the weighted average APR of all Near  Prime Receivables that are Eligible Receivables as of such date (weighted  by the Principal Balance of such Eligible Receivables) minus (b) the  Servicing Fee Rate minus (c) the Program Fee Rate minus (d) the Weighted  Average Hedge Rate as of such date minus (e) the Backup Servicing Fee  Rate; or (iii) with respect to any Receivable that is a Subprime  Receivable, the difference of (a) the weighted average APR of all Subprime  Receivables that are Eligible Receivables as of such date (weighted by the  Principal Balance of such Eligible Receivables) minus (b) the Servicing Fee  Rate minus (c) the Program Fee Rate minus (d) the Weighted Average  Hedge Rate as of such date minus (e) the Backup Servicing Fee Rate." "'Excess Spread (Adjusted)' means, as of any date of determination, either: (i) with respect to any Receivable that is a Prime Receivable,  the difference of (a) the percentage equivalent of a fraction, (1) the  numerator of which equals the sum of (A) for each Eligible Receivable that  is a Prime Receivable that has an APR that is less than the related Required  Rate, the product of (x) the Adjusted Principal Balance of such Eligible  Receivable as of such date times (y) the related Required Rate plus (B) for  each Eligible Receivable that is a Prime Receivable that has an APR that is  greater than or equal to the related Required Rate, the product of (x) the  Adjusted Principal Balance of such Eligible Receivable as of such date  





 






- 11 - 153325876v6 times (y) the APR of such Eligible Receivable and (2) the denominator of  which is the sum of the Adjusted Principal Balances as of such date of all  Eligible Receivables that are Prime Receivables minus (b) the Servicing Fee  Rate minus (c) the Program Fee Rate minus (d) the Weighted Average  Hedge Rate as of such date minus (e) the Backup Servicing Fee Rate; (ii) with respect to any Receivable that is a Near Prime  Receivable, the difference of (a) the percentage equivalent of a fraction, (1)  the numerator of which equals the sum of (A) for each Eligible Receivable  that is a Near Prime Receivable that has an APR that is less than the related  Required Rate, the product of (x) the Adjusted Principal Balance of such  Eligible Receivable as of such date times (y) the related Required Rate plus (B) for each Eligible Receivable that is a Near Prime Receivable that has an  APR that is greater than or equal to the related Required Rate, the product  of (x) the Adjusted Principal Balance of such Eligible Receivable as of such  date times (y) the APR of such Eligible Receivable and (2) the denominator  of which is the sum of the Adjusted Principal Balances as of such date of  all Eligible Receivables that are Near Prime Receivables minus (b) the  Servicing Fee Rate minus (c) the Program Fee Rate minus (d) the Weighted  Average Hedge Rate as of such date minus (e) the Backup Servicing Fee  Rate; or (iii) with respect to any Receivable that is a Subprime Receivable, the difference of (a) the percentage equivalent of a fraction, (1)  the numerator of which equals the sum of (A) for each Eligible Receivable  that is a Subprime Receivable that has an APR that is less than the related  Required Rate, the product of (x) the Adjusted Principal Balance of such  Eligible Receivable as of such date times (y) the related Required Rate plus (B) for each Eligible Receivable that is a Subprime Receivable that has an  APR that is greater than or equal to the related Required Rate, the product  of (x) the Adjusted Principal Balance of such Eligible Receivable as of such  date times (y) the APR of such Eligible Receivable and (2) the denominator  of which is the sum of the Adjusted Principal Balances as of such date of  all Eligible Receivables that are Subprime Receivables minus (b) the  Servicing Fee Rate minus (c) the Program Fee Rate minus (d) the Weighted  Average Hedge Rate as of such date minus (e) the Backup Servicing Fee  Rate." "'Fee Letter' means the "Second Amended and Restated Fee Letter", dated  as of the July 29, 2022, among the Borrower, the initial Servicer and the  Administrative Agent, setting forth, among other things, the Program Fee Rate, the  Structuring Fee, the Supplemental Structuring Fee Rate, the Applicable Margin, the  Credit Adjustment, and the Unused Commitment Fee Rate." "'Financial Covenants (DFC)' means each of: (i) DFC's Tangible Net Worth for the most recently ended fiscal  quarter shall at least equal (a) on or prior to June 29, 2023, $300,000,000,  





 






- 12 - 153325876v6 (b) from and including June 30, 2023 and through and including December  30, 2023, $330,000,000, (c) from and including December 31, 2023 and  through and including June 29, 2024, $375,000,000, and (d) from and  including June 30, 2024 and on all dates thereafter, $525,000,000; and (ii) DFC's Debt-to-Equity Ratio for the most recently ended  fiscal quarter shall not exceed 7.50 to 1.0." "'Floor' means the benchmark rate floor, if any, provided in this Agreement  initially (as of the execution of this Agreement, the modification, amendment or  renewal of this Agreement or otherwise) with respect to the CP Rate or Daily  Simple SOFR, as applicable.  For the avoidance of doubt the initial Floor for each  of the CP Rate or Adjusted Daily Simple SOFR shall be 0%." "'Interest' means, for any Interest Period and each Loan outstanding during  such Interest Period, interest on the Principal Amount of such Loan computed  pursuant to Sections 2.05(b) and 2.05(d); provided, that (i) no provision of this  Agreement shall require or permit the collection of Interest in excess of the  Maximum Lawful Rate and (ii) Interest shall not be considered paid by any  distribution if at any time such distribution is rescinded or must otherwise be  returned for any reason." "'Overnight Bank Funding Rate' means, for any date, the rate comprised of  both overnight federal funds and overnight eurodollar transactions denominated in  Dollars by U.S.-managed banking offices of depository institutions, as such  composite rate shall be determined by the NYFRB as set forth on the NYFRB's  Website from time to time, and published on the next succeeding Business Day by  the NYFRB as an overnight bank funding rate." "'Reference Time' means, with respect to any setting of the then-current  Benchmark, (i) if such Benchmark is Daily Simple SOFR, then four Business Days  prior to such setting or (ii) if such Benchmark is not Daily Simple SOFR, the time  determined by the Administrative Agent in its reasonable discretion." "'Relevant Governmental Body' means the Federal Reserve Board and/or  the NYFRB, as applicable, or a committee officially endorsed or convened by the  Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto." "'Required Overcollateralization Percentage' means, as of any date, (i) with  respect to Prime Receivables, either (a) on any date of determination as of which  no Step-up Event (Prime) has occurred and is continuing, 12.00% or (b) on any date  of determination as of which a Step-up Event (Prime) has occurred and is  continuing, 17.00%, (ii) with respect to Near Prime Receivables, either (a) on any  date of determination as of which no Step-up Event (Non-Prime) has occurred and  is continuing, 20.00% or (b) on any date of determination as of which as Step-up  Event (Non-Prime) has occurred and is continuing, 25.00%, and (iii) with respect  to Subprime Receivables, either (a) on any date of determination as of which no  Step-up Event (Non-Prime) has occurred and is continuing, 30.00% or (b) on any  





 






- 13 - 153325876v6 date of determination as of which as Step-up Event (Non-Prime) has occurred and  is continuing, 35.00%." "'Required Rate' means, as of any date and any Eligible Receivable, the sum  of (i) the Weighted Average Hedge Rate as of such date plus (ii) the Program Fee  Rate as of such date plus (iii) the Servicing Fee Rate plus (iv) the Backup Servicing  Fee Rate plus (v) the greater of (a) zero percent (0.00%) and (b) the percentage  which will result in Excess Spread (Adjusted) that is at least equal to the related  Target Rate." "Serviced Portfolio Net Loss Ratio (Non-Prime)" means, with respect to  any date of determination, the product of (i) the percentage equivalent of a fraction,  (a) the numerator of which is the difference of (1) the aggregate Principal Balance  of all Non-Prime Serviced Portfolio Receivables that became Serviced Portfolio  Defaulted Receivables during the most recently completed Collection Period minus (2) all Recoveries received during such Collection Period with respect to Non- Prime Serviced Portfolio Receivables and (b) the denominator of which is the  aggregate Principal Balance of all Non-Prime Serviced Portfolio Receivables as of  the first day of such Collection Period times (ii) twelve.  For purposes of this  definition, the 'Principal Balance,' 'Recoveries,' and 'Collections' for each Non- Prime Serviced Portfolio Receivable that is not a Receivable shall be determined as  if it were a "Receivable" for purposes of all related defined terms. "Serviced Portfolio Net Loss Ratio (Prime)" means, with respect to any date  of determination, the product of (i) the percentage equivalent of a fraction, (a) the  numerator of which is the difference of (1) the aggregate Principal Balance of all  Prime Serviced Portfolio Receivables that became Serviced Portfolio Defaulted  Receivables during the most recently completed Collection Period minus (2) all  Recoveries received during such Collection Period with respect to Prime Serviced  Portfolio Receivables and (b) the denominator of which is the aggregate Principal  Balance of all Prime Serviced Portfolio Receivables as of the first day of such  Collection Period times (ii) twelve.  For purposes of this definition, the 'Principal  Balance,' 'Recoveries,' and 'Collections' for each Prime Serviced Portfolio Receivable that is not a Receivable shall be determined as if it were a "Receivable"  for purposes of all related defined terms. "'SOFR' means a rate equal to the secured overnight financing rate as  administered by the SOFR Administrator." "'Step-up Event' means the occurrence as of any Reporting Date of any of  the following events:: (i) the arithmetic mean of the Serviced Portfolio Net Loss Ratio  (Prime) for the three previous Collection Periods is greater than 3.50%;  (ii) the arithmetic mean of the Conduit Portfolio Net Loss Ratio  (Prime) for the three previous Collection Periods is greater than 3.00% (provided, that no Step-up Event will occur under this clause (ii) if a  





 






- 14 - 153325876v6 Significant Take-out Date occurred during any of such three Collection  Periods);  (iii) the arithmetic mean of the Serviced Portfolio Net Loss Ratio  (Non-Prime) for the three previous Collection Periods is greater than  6.00%;  (iv) the arithmetic mean of the Conduit Portfolio Net Loss Ratio  (Non-Prime) for the three previous Collection Periods is greater than 5.00% (provided, that no Step-up Event will occur under this clause (iv) if a  Significant Take-out Date occurred during any of such three Collection  Periods);  (v) the arithmetic mean of the Serviced Portfolio Delinquency  Ratio for the three previous Collection Periods is greater than 3.50%; or (vi) the arithmetic mean of the Conduit Portfolio Delinquency  Ratio for the three previous Collection Periods is greater than 3.00% (provided, that no Step-up Event will occur under this clause (vi) if a  Significant Take-out Date occurred during any of such three Collection  Periods); Any Step-up Event that occurs will be deemed to be continuing until the earlier of  (a) the first Reporting Date on which none of the events described above exists or  (b) the effective date of any waiver that is provided by the Consenting Lenders with  respect to the related Step-up Event." "'Stop-Funding Event' means the occurrence of any of the following: (i) as of any Reporting Date, the arithmetic mean of the  Serviced Portfolio Delinquency Ratio for the three previous Collection  Periods is greater than 4.50%; (ii) as of any Reporting Date, the arithmetic mean of the  Serviced Portfolio Net Loss Ratio (Prime) for the three previous Collection  Periods is greater than 5.00%; (iii) as of any Reporting Date, the arithmetic mean of the  Serviced Portfolio Net Loss Ratio (Non-Prime) for the three previous  Collection Periods is greater than 7.00%; (iv) either (a) no Backup Servicing Agreement has been executed  and become effective by the date required by Section 7.09(a) or (b) after the  date on which the Borrower initially enters into a Backup Servicing  Agreement, such Backup Servicing Agreement is thereafter terminated  without the consent of the Required Lenders; or (v) the Servicer has not received written confirmation from the  Administrative Agent on or prior to November 30, 2022 that either (A) in  





 






- 15 - 153325876v6 the commercially reasonable judgment of the Administrative Agent, any  arrangement that is then in place and that provides the Administrative  Agent, on behalf of the lenders, with protections relating to Collections prior  to their deposit to the Collection Account is sufficient to provide the  Administrative Agent and the Lenders with substantially similar  protections, or a substantially similar level of protections, with respect to  Collections as they had prior to the termination of the Amended and  Restated Blocked Account Control Agreement, dated as of December 31,  2020, by and among DFC, the Administrative Agent, and the Lockbox Bank  (provided, that the Administrative Agent acknowledges and agrees that  entry by the Servicer into one or more commercially reasonable agreements  that together (1) appoint a 'collateral agent' (or similarly named party) who  is reasonably acceptable to the Administrative Agent, (2) who has 'control'  (within the meaning of the UCC as then in effect in the relevant State) of  the Lockbox Account and any other account or accounts into which  Collections are then being deposited prior to their deposit to the Collection  Account, on behalf of all parties who, from time to time, have interests in  amounts on deposit in the Lockbox Account and any such other account or  accounts (including the Administrative Agent and the Lenders with respect  to Collections while on deposit in the Lockbox Account or such other  account or accounts), and (3) contain intercreditor provisions governing all  such interestholders' rights with respect to the respective deposits in which  each has an interest, will be deemed to be an arrangement that provides  substantially similar protections, or a substantially similar level of  protections, with respect to Collections as required by this subclause (A))  or (B) the Administrative Agent has, in its sole discretion, waived the  requirement to implement arrangements of the type described in clause (A).  Any Stop-Funding Event that occurs will be deemed to be continuing until the  earlier of (a) either (1) with respect to the Stop-Funding Events set forth in clauses  (i), (ii) and (iii), the first Reporting Date on which none of the events described in  such clauses exists, (2) with respect to the Stop-Funding Event set forth in clause  (iv), the first date thereafter on which a Backup Servicing Agreement becomes  effective in accordance with the terms of this Agreement or (b) the effective date  of any waiver that is provided by the Required Lenders with respect to the related  Step-up Event, or (3) with respect to the Stop-Funding Event set forth in clause (v),  the first date thereafter on which the requirements of subclause (A) or (B) thereof  are satisfied." 





 






- 16 - 153325876v6 (b) Section 1.01 (Definitions) is further amended by adding the following  definitions of "Adjusted Daily Simple SOFR," "Credit Adjustment," "Early Adoption Increased  Costs," "Early Adoption Increased Costs Representation," "Electronic Chattel Paper Condition,"  "Electronic Contract," "Electronic Vault," "Electronic Vault Provider," Electronic Vault Services  Agreement," "Electronic Vault System," "Fully Hedged," "Hedge Reserve Account," "Hedge  Reserve Account Required Amount," "Mandatory Hedging Condition," "SOFR Determination  Date," "SOFR Rate Day," "Tangible Contract," "Target Rate," and "U.S. Government Securities  Business Day" thereto in appropriate alphabetical order: "'Adjusted Daily Simple SOFR' means an interest rate per annum equal to  (i) the Daily Simple SOFR plus (ii) the Credit Adjustment." "'Credit Adjustment' has the meaning given to such term in the Fee Letter."  "'Early Adoption Increased Costs' has the meaning given to such term in  Section 2.10." "'Early Adoption Increased Costs Representation' has the meaning given to  such term in Section 2.10." "'Electronic Chattel Paper Condition' means, with respect to any  Receivable, the Contract of which is an Electronic Contract, the satisfaction of the  following conditions: (i) delivery to the Administrative Agent of a legal opinion in  a form reasonably acceptable to the Administrative Agent from a nationally recognized law firm to the effect that, as a legal matter, the Collateral Custodian has 'control' (within the meaning of Section 9-105 of the UCC as then in effect in  the relevant State) of each Electronic Contract pledged to the Administrative Agent  pursuant to this Agreement, in accordance with the related documents and procedures described in such legal opinion and with respect to the applicable  Electronic Vault System and (ii) written approval by the Administrative Agent of  the related Electronic Vault Provider in connection therewith." "'Electronic Contract' means a Contract that constitutes ‘electronic chattel  paper’ (under and as defined in Article 9 of the UCC as then in effect in the relevant  State) evidencing any Receivable." "'Electronic Vault' means the electronic vault wherein custody of Electronic  Contracts shall be maintained in electronic form through a third-party Electronic  Vault Provider that enables electronic contracting pursuant to the related Electronic  Vault Services Agreement." "'Electronic Vault Provider' means a third-party provider of the technology  platform on which the Electronic Vault operates " "'Electronic Vault Services Agreement' means an agreement among the  Collateral Custodian and an Electronic Vault Provider pursuant to which the  Electronic Vault Provider maintains the related Electronic Vault." 





 






- 17 - 153325876v6 "'Electronic Vault System' means the electronic vault system with  characteristics reasonably acceptable to the Administrative Agent provided by the  Electronic Vault Provider pursuant to the Electronic Vault Services Agreement that  enables electronic contracting." "'Fully Hedged' means a condition that exists as of any date of determination  if the aggregate notional amount under all Hedge Transactions as of such date is at  least equal to 100% of the Loans Outstanding as of such date (after giving effect to  any changes to the Loans Outstanding on such date)." "'Hedge Reserve Account' means a segregated account established by the  initial Servicer, on behalf of the Borrower, with the Account Bank in the name of  the Administrative Agent for the benefit of the Secured Parties, into which amounts  may be deposited by the Borrower in accordance with Section 6.03(a) and which,  at all times from and after the time of its establishment, will be subject to the  Control Agreement"  "'Hedge Reserve Account Required Amount' means, as of any date of  determination on which the aggregate notional amount of all outstanding Hedge  Transactions is less than the Loans Outstanding (after giving effect to any changes  to the Loans Outstanding on such date), an amount equal to the product of (i) 110% times (ii) the quoted purchase price from any Lender, any Agent, or any Affiliate  of any Lender or Agent (which price shall be reasonably determined based on  prevailing market conditions and such Lender or Agent's pricing of caps of a similar  size, duration and cap rate) most recently received by the Borrower (or the Servicer  on behalf of the Borrower) pursuant to Section 6.03(a)(ii) hereof (which quote shall,  for purpose of this definition, continue in effect until the next succeeding date on  which such a quote is received pursuant to Section 6.03(a)(ii) hereof), for an interest  rate cap (A) that has a notional amount, duration, and amortization that is agreed  upon by the Borrower and the Administrative Agent for such date and (B) the cap  rate for which is the maximum cap rate that would cause the Excess Spread to equal the 'Average Target Rate' if a Hedge Transaction in the form of an interest rate cap  having such strike rate and having the notional amount referenced in clause (A) was  included in the calculation of 'Weighted Average Hedge Rate' on such date.  For  purposes of this definition, the 'Average Target Rate' as of any date of determination  is the weighted average Target Rate of all Eligible Receivables (weighted by the  Principal Balance of such Eligible Receivables)."  "'Mandatory Hedging Condition' means that, as of any date of  determination, one or more of the following events has occurred and the occurrence  of a Mandatory Hedging Condition has not been expressly waived in accordance  with Section 13.01 (regardless of whether any such event, or any other  consequences of such event, have been waived, either in accordance with Section  13.01 or otherwise):  (i) any Event of Default has occurred; (ii) any Servicer  Termination Event has occurred; and (iii) the Commitment Termination Date  occurs." 





 






- 18 - 153325876v6 "'SOFR Determination Date' has the meaning given to such term in the  definition of 'Daily Simple SOFR.'"  "'SOFR Rate Day' has the meaning given to such term in the definition of  'Daily Simple SOFR.'"  "'Tangible Contract' means a Contract that constitutes 'tangible chattel  paper' (under and as defined in the UCC as then in effect in the relevant State) evidencing any Receivable." "'Target Rate' means (i) with respect to any Prime Receivable, 0.00%, (ii)  with respect to any Near Prime Receivable, 3.00%, and (iii) with respect to any  Subprime Receivable, 7.50%." "'U.S. Government Securities Business Day' means any day except for (i) a  Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial  Markets Association recommends that the fixed income departments of its  members be closed for the entire day for purposes of trading in United States  government securities." (c) Section 1.01 (Definitions) is further amended by deleting the definitions of  "Adjusted Eurodollar Rate," "Available Tenor," "Early Opt-in Election," "Eurodollar Reserve  Percentage," "FCA," "Interpolated Rate," "LIBOR," "Term SOFR," "Term SOFR Notice," and  "Term SOFR Transition Event" therefrom. (d) Section 2.05 (Payments) is deleted in its entirety and is replaced with the  following: "Section 2.05. Payments. (a) Each Loan shall bear interest at a rate per annum calculated  in accordance with this Section 2.05. (b) Interest computed by reference to Daily Simple SOFR  hereunder shall be computed on the basis of a year of 360 days.  Interest  computed by reference to the Alternate Base Rate at times when the  Alternate Base Rate is based on the Prime Rate shall be computed on the  basis of a year of 365 days (or 366 days in a leap year).  In each case interest  shall be payable for the actual number of days elapsed (including the first  day but excluding the last day).  All interest hereunder on any Loan shall be  computed on a daily basis based upon the outstanding principal amount of  such Loan as of the applicable date of determination.  The applicable  Alternate Base Rate, Adjusted Daily Simple SOFR or Daily Simple SOFR  shall be determined by the Administrative Agent, and such determination  shall be conclusive absent manifest error. (c) The Borrower shall pay Interest on the unpaid Principal  Amount of each Loan for the period from the related Funding Date until the  





 






- 19 - 153325876v6 date that such Loan shall be paid in full.  Interest shall accrue during each  Interest Period and be payable on the Loans Outstanding on each Payment  Date in accordance with Section 2.06.   (d) The principal of and Interest on the Loans shall be paid as  provided herein.  In the case of Loans owned by an Agent as agent for its  Lender Group, such Agent shall allocate to the members of its Lender Group  each payment in respect of the Loans received by such Agent as provided  herein.  Payments in respect of principal and Interest (including pursuant to  Section 2.13) shall be allocated and applied to Owners of such Loan based  on their respective Invested Percentages, or in any such case in such other  proportions as each affected Lender may agree upon in writing from time  to time with such Agent and the Borrower; provided, that from and after the  Commitment Termination Date for each Dissenting Lender until the earlier  to occur of (i) the Termination Date and (ii) the date on which the aggregate  amount of payments in reduction of Loans Outstanding made after the date  of the occurrence of the related Partial Expiration Event equals the Partial  Expiration Event Amount, except as otherwise provided in Section 2.07,  payments pursuant to Section 2.07(vi)(B) in reduction of the Partial  Expiration Event Amount shall be allocated and applied to Non-Extending  Lenders pro rata based on their respective Lender Percentages as of the date  of the related Partial Expiration Event. (e) The interest rate on a Loan may be derived from an interest  rate benchmark that may be discontinued or is, or may in the future become,  the subject of regulatory reform.  Upon the occurrence of a Benchmark  Transition Event, Section 2.17(b) provides a mechanism for determining an  alternative rate of interest.  The Administrative Agent does not warrant or  accept any responsibility for, and shall not have any liability with respect  to, the administration, submission, performance or any other matter related  to any interest rate used in this Agreement, or with respect to any alternative  or successor rate thereto, or replacement rate thereof, including without  limitation, whether the composition or characteristics of any such  alternative, successor or replacement reference rate will be similar to, or  produce the same value or economic equivalence of, the existing interest  rate being replaced or have the same volume or liquidity as did any existing  interest rate prior to its discontinuance or unavailability.  The  Administrative Agent and its affiliates and/or other related entities may  engage in transactions that affect the calculation of any  interest rate used in  this Agreement or any alternative, successor or alternative rate (including  any Benchmark Replacement) and/or any relevant adjustments thereto, in  each case, in a manner adverse to the Borrower.  The Administrative Agent  may select information sources or services in its reasonable discretion to  ascertain any interest rate used in this Agreement, any component thereof,  or rates referenced in the definition thereof, in each case pursuant to the  terms of this Agreement, and shall have no liability to the Borrower, any  Lender or any other person or entity for damages of any kind, including  





 






- 20 - 153325876v6 direct or indirect, special, punitive, incidental or consequential damages,  costs, losses or expenses (whether in tort, contract or otherwise and whether  at law or in equity), for any error or calculation of any such rate (or  component thereof) provided by any such information source or service.  (f) At or before 3:00 p.m., New York City time, on the third  Business Day prior to each Reporting Date, (i) each Lender shall notify the  Agent for its Lender Group of (A) Daily Simple SOFR in effect for each  day during the related Interest Period, and (B) if applicable, the date on  which the Alternate Base Rate became applicable to its Invested Percentage  of the Loans Outstanding or a portion thereof.  At or before 5:00 p.m., New  York City time, on the third Business Day prior to each Reporting Date, the  Agents shall then notify the Borrower of all such rates.  For such purposes,  the Agents may rely conclusively on notices from Lenders as to the interest  rate or rates from time to time applicable to their respective Invested  Percentage of the Loans Outstanding.  Each determination by a Lender of  Daily Simple SOFR pursuant to this Agreement shall be conclusive and  binding on the Lenders, each Agent, the Borrower, the Servicer, and the  Collateral Custodian, in the absence of manifest error. (g) Notwithstanding any other provision of this Agreement or  the other Basic Documents, if at any time the rate of interest payable by any  Person under the Basic Documents exceeds the Maximum Lawful Rate,  then, so long as the Maximum Lawful Rate would be exceeded, such rate  of interest shall be equal to the Maximum Lawful Rate.  If at any time  thereafter the rate of interest so payable is less than the Maximum Lawful  Rate, such Person shall continue to pay Interest at the Maximum Lawful  Rate until such time as the total interest received from such Person is equal  to the total Interest that would have been received had Applicable Law not  limited the interest rate so payable.  In no event shall the total Interest  received by a Lender under this Agreement and the other Basic Documents  exceed the amount which such Lender could lawfully have received, had  the Interest due been calculated from the Closing Date at the Maximum  Lawful Rate." (e) Section 2.08 (Collections and Allocations; Investment of Funds) is amended  by deleting clause (d) thereof in its entirety and replacing it with the following: "(d) To the extent there are uninvested amounts on deposit in the  Collection Account or the Hedge Reserve Account, such amounts shall be  invested in Permitted Investments that mature no later than the Business  Day before the next Payment Date, which Permitted Investments shall be  selected (i) prior to the occurrence of any Termination Event, by the  Borrower or (ii) from and after the occurrence of any Termination Event,  by the Administrative Agent.  Absent the written instruction of the  Borrower or the Administrative Agent, the Account Bank shall invest funds  on deposit in the Collection Account and the Hedge Reserve Account in  Permitted Investments described in clause (v) of the definition thereof.  No  





 






- 21 - 153325876v6 Permitted Investment may be purchased at a premium. Any earnings (and  losses) on the foregoing investments shall be for the account of the  Borrower. (e) At any time that any amounts are on deposit in the Hedge  Reserve Account, (i) the Administrative Agent may, in its sole discretion,  enter into one or more Hedge Transactions on behalf of the Borrower in the  form of interest rate cap transactions, any up-front payments related to  which will be paid with amounts that are withdrawn from the Hedge  Reserve Account or (ii) if a Mandatory Hedging Condition exists, the  Borrower may elect to withdraw amounts that are on deposit in the Hedge  Reserve Account in order to fund any up-front payments that it is required  to pay under Hedge Transactions that it enters into in order to ensure that it  is Fully Hedged.  With respect to any Hedge Transaction entered into by the  Administrative Agent pursuant to clause (i), the Administrative Agent shall  provide a copy of all applicable documentation related to such Hedge  Transaction to the Borrower and the Servicer. (f) If on any Payment Date no Termination Event or Unmatured  Termination Event has occurred and is continuing, then if the amount on  deposit in the Hedge Reserve Account is greater than the Hedge Reserve  Account Required Amount as of such Payment Date, the initial Servicer  may withdraw such excess amount and pay such amount to, or at the  direction of, the Borrower.  Furthermore, any amounts remaining on deposit  in the Hedge Reserve Account (i) while a Mandatory Hedging Condition  exists and (ii) at any time that the Borrower is Fully Hedged, may be  withdrawn from the Hedge Reserve Account by the initial Servicer and paid  to, or as directed by, the Borrower." (f) Section 2.17 (Alternate Rate of Interest) is deleted in its entirety and is  replaced with the following: "Section 2.17. Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d) and (e) of this Section 2.17, if: (i) the Administrative Agent determines (which  determination shall be conclusive absent manifest error) at any time,  that adequate and reasonable means do not exist for ascertaining the  applicable Adjusted Daily Simple SOFR or Daily Simple SOFR; or (ii) the Administrative Agent is advised by the Required  Lenders that at any time, the applicable Adjusted Daily Simple  SOFR or Daily Simple SOFR will not adequately and fairly reflect  the cost to such Lenders (or Lender) of making or maintaining their  Loans (or its Loan) included in such Borrowing; 





 






- 22 - 153325876v6 then the Administrative Agent shall give notice thereof to  the Borrower and the Lenders by telephone, telecopy or electronic mail as  promptly as practicable thereafter and, until the Administrative Agent  notifies the Borrower and the Lenders that the circumstances giving rise to  such notice no longer exist with respect to the relevant Benchmark, the  Loans shall bear interest at the Alternate Base Rate. (b) Notwithstanding anything to the contrary herein or in any  other Basic Document (and any Hedging Agreements shall be deemed not  to be a 'Basic Document' for purposes of this Section 2.17), if a Benchmark  Transition Event and its related Benchmark Replacement Date have  occurred prior to the Reference Time in respect of any setting of the then- current Benchmark, then such Benchmark Replacement will replace such  Benchmark for all purposes hereunder and under any Basic Document in  respect of any Benchmark setting at or after 5:00 p.m. (New York City time)  on the fifth Business Day after the date notice of such Benchmark  Replacement is provided to the Lenders without any amendment to, or  further action or consent of any other party to, this Agreement or any other  Basic Document so long as the Administrative Agent has not received, by  such time, written notice of objection to such Benchmark Replacement from  Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any  other Basic Document, the Administrative Agent will have the right to make  Benchmark Replacement Conforming Changes from time to time and,  notwithstanding anything to the contrary herein or in any other Basic  Document, any amendments implementing such Benchmark Replacement  Conforming Changes will become effective without any further action or  consent of any other party to this Agreement or any other Basic Document. (d) The Administrative Agent will promptly notify the Borrower  and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii)  the implementation of any Benchmark Replacement, (iii) the effectiveness  of any Benchmark Replacement Conforming Changes, and (iv) the  commencement or conclusion of any Benchmark Unavailability Period.   Any determination, decision or election that may be made by the  Administrative Agent or, if applicable, any Lender (or group of Lenders)  pursuant to this Section 2.17, including any determination with respect to a  tenor, rate or adjustment or of the occurrence or non-occurrence of an event,  circumstance or date and any decision to take or refrain from taking any  action or any selection, will be conclusive and binding absent manifest error  and may be made in its or their sole discretion and without consent from  any other party to this Agreement or any other Basic Document, except, in  each case, as expressly required pursuant to this Section 2.17. (e) Upon the Borrower's receipt of notice of the commencement  of a Benchmark Unavailability Period, and at all times during the  





 






- 23 - 153325876v6 continuation of a Benchmark Unavailability Period, the Loans will bear  interest at the Alternate Base Rate. (f) Notwithstanding anything to the contrary herein or in any  other Basic Document, at any time (including in connection with the  implementation of a Benchmark Replacement), (i) if the then-current  Benchmark is a term rate and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such  rate from time to time as selected by the Administrative Agent in its  reasonable discretion or (B) the regulatory supervisor for the administrator  of such Benchmark has provided a public statement or publication of  information announcing that any tenor for such Benchmark is or will be no  longer representative, then the Administrative Agent may modify the  definition of 'Interest Period' for any Benchmark settings at or after such  time to remove such unavailable or non-representative tenor and (ii) if a  tenor that was removed pursuant to clause (i) above either (A) is  subsequently displayed on a screen or information service for a Benchmark  (including a Benchmark Replacement) or (B) is not, or is no longer, subject  to an announcement that it is or will no longer be representative for a  Benchmark (including a Benchmark Replacement), then the Administrative  Agent may modify the definition of 'Interest Period' for all Benchmark  settings at or after such time to reinstate such previously removed tenor." (g) Section 3.01 (Collateral) is amended by deleting subclause (v) from clause  (a) thereof in its entirety and replacing it with the following: "(v) subject to the Control Agreement, the Borrower's rights to  the Collection Account and the Hedge Reserve Account;" (h) Section 6.03 (Covenant of the Borrower Relating to Hedging) is deleted in  its entirety and is replaced with the following: "Section 6.03 Covenants of the Borrower Relating to Hedging. (a) Beginning on the date that is thirty days after the date of the  Initial Loan, the Borrower shall at all times that the Loans Outstanding are  greater than zero, (i) maintain one or more Hedge Transactions in form and  substance satisfactory to the Administrative Agent, each of which may be  in the form of an interest rate swap or an interest rate cap transaction and/or  (ii) maintain amounts on deposit in the Hedge Reserve Account, in all cases  to ensure that either (x) the Borrower is Fully Hedged or (y) if the Borrower  is not Fully Hedged, the Hedge Reserve Account has been established and an amount not less than the Hedge Reserve Account Required Amount is on deposit therein at all times thereafter; provided, that if on any date any  Mandatory Hedging Condition exists, then within two (2) Business Days of  such date the Borrower must be Fully Hedged, and the Borrower must  remain Fully Hedged at all times thereafter while a Mandatory Hedging  Condition exists, regardless of whether any amounts are then on deposit in  





 






- 24 - 153325876v6 the Hedge Reserve Account.  If at any time the Hedge Reserve Account  Required Amount is greater than zero, then (A) no later than three Business  Days prior to each Funding Date and no later than three Business Days prior  to each Payment Date the Borrower (or the initial Servicer on behalf of the  Borrower) shall obtain a quote for the purchase price of an interest rate cap  that allows it to recalculate the Hedge Reserve Account Required Amount  on such date and (B) beginning on the related Funding Date or Payment  Date, as applicable, such quote shall be used to determine the 'Hedge  Reserve Account Required Amount' until the next succeeding Funding Date  or Payment Date, as applicable.  It is acknowledged and agreed that any  Hedge Transaction entered into by the Administrative Agent on behalf of  the Borrower pursuant to Section 2.08(f) shall be deemed to have been  entered into by the Borrower for purposes of Borrower’s obligations under  this Section 6.03(a). (b) Each Hedge Transaction shall be entered into with a Hedge Counterparty and be governed by a Hedging Agreement.  Any Hedge  Transaction that is in the form of an interest rate swap shall provide for the  payment on each Payment Date to the Hedge Counterparty of an amount  calculated by reference to the notional amount thereunder and a fixed rate  of interest per annum and for the payment on each Payment Date to the  Borrower of an amount calculated by reference to the same notional amount  thereunder and a floating rate of interest (per annum equal to SOFR or a  related rate), in each case for each day during the related Interest Period.   Furthermore, the notional amount of each such Hedge Transaction shall  amortize monthly based on an assumed 'ABS Rate' agreed upon by the  Borrower and the Administrative Agent, (ii) the 'Termination Events' and  'Events of Default' that are applicable under each such Hedge Transaction  shall have been approved by the Required Lenders to the Administrative  Agent prior to the effectiveness of such Hedge Transaction, and (iii) each  such Hedge Transaction shall have a final maturity date reflecting the  expected repayment of the Receivables, taking into account anticipated  losses and prepayments.  If a Hedge Counterparty, other than a Hedge  Counterparty as defined in clause (i) of the definition thereof, met the Short- Term Ratings Requirement and/or the Long-Term Ratings Requirement at  the time the related Hedge Transaction was entered into and is downgraded  or has any ratings withdrawn such that it no longer meets the Short-Term  Ratings Requirement and/or the Long-Term Ratings Requirement, as  applicable, then within thirty (30) days of the related downgrade or  withdrawal either (A) the Borrower must enter into a new Hedging  Agreement or (B) the Hedge Counterparty must post collateral pursuant to  a credit support annex in an amount satisfactory to the Required Lenders. (c) If on any date any Hedge Transactions are in the form of  interest rate swaps and the aggregate notional amount under all outstanding  Hedge Transactions as of such date is either (x) less than 95% of the Loans  Outstanding as of such date (after giving effect to any changes to the Loans  





 






- 25 - 153325876v6 Outstanding on such date) or (y) more than 105% of the Loans Outstanding  as of such date (after giving effect to any changes to the Loans Outstanding  on such date), then on the related 'Adjustment Date' (which shall be either  such date (if such date is a Payment Date) or otherwise the next Business  Day after such date that is a Payment Date), the Administrative Agent may  direct the Borrower to enter into one or more Hedge Transactions, increase  the notional amount of one or more Hedge Transactions, or decrease the  notional amount of one or more Hedge Transactions, in all cases as  necessary such that immediately thereafter the aggregate notional amount  under all Hedge Transactions is neither (I) less than 95% of the Loans Outstanding as of the Adjustment Date (after giving effect to any changes  to the Loans Outstanding on such date) nor (II) more than one 105% of the  Loans Outstanding as of the Adjustment Date (after giving effect to any  changes to the Loans Outstanding on such date). (d) The Borrower shall establish and thereafter maintain a  segregated trust account in the name of the Borrower with respect to each  Hedge Counterparty (each, a 'Hedge Counterparty Collateral Account;)  with a Qualified Institution in trust and for the benefit of the Lenders and  the related Hedge Counterparty. In the event that pursuant to the terms of  the applicable Hedging Agreement, the related Hedge Counterparty is  required to deposit cash or securities as collateral to secure its obligations  ('Posted Collateral'), the Borrower shall deposit all Posted Collateral  received from the Hedge Counterparty into the Hedge Counterparty  Collateral Account. All sums on deposit and securities held in any Hedge  Counterparty Collateral Account shall be used only for the purposes set  forth in the related credit support annex ('Credit Support Annex') to the  Hedging Agreement. The only permitted withdrawal from or application of  funds on deposit in, or otherwise to the credit of, a Hedge Counterparty  Collateral Account shall be (i) for application to the obligations of the  applicable Hedge Counterparty under the related Hedging Agreement in  accordance with the terms of the related Credit Support Annex and (ii) to  return collateral to the Hedge Counterparty when and as required by the  Credit Support Annex. Amounts on deposit in each Hedge Counterparty  Collateral Account shall be invested at the written direction of the related  Hedge Counterparty, and all investment earnings actually received on  amounts on deposit in a Hedge Counterparty Collateral Account or  distributions on securities held as Posted Collateral shall be distributed to  the related Hedge Counterparty in accordance with the terms of the related  Credit Support Annex. Any amounts applied by the Borrower to the  obligations of the Hedge Counterparty under the Hedging Agreement in  accordance with the terms of the Credit Support Annex shall be deposited  in the Collection Account and applied in accordance with Section 2.06 of  this Agreement. The Borrower agrees to give the Hedge Counterparty  prompt notice if it obtains knowledge that the Hedge Counterparty  Collateral Account or any funds on deposit therein or otherwise to the credit  of the Hedge Counterparty Collateral Account, shall or have become subject  





 






- 26 - 153325876v6 to any writ, order, judgment, warrant of attachment, execution or similar  process. (e) Within 30 days after the occurrence of any event defined as  an "Event of Default" or "Termination Event" in a Hedging Agreement, the  Borrower shall cause such Hedge Counterparty to assign its obligations  under the Hedging Agreement to a new Hedge Counterparty which satisfies  the requirements set forth in the definition of "Hedge Counterparty." (f) The Borrower shall deliver to the Administrative Agent a  copy of all documents related to any Hedging Agreement, including  confirmations, schedules and an aggregate notional amortization schedule. (g) All reasonably documented out-of-pocket costs and  expenses (including reasonable legal fees and disbursements) incurred by  the Administrative Agent and the Lenders incurred with each Hedge  Transaction shall be paid by the Borrower. (h) As additional security hereunder, the Borrower has granted  a security interest to the Administrative Agent all right, title and interest of  the Borrower in the Hedge Collateral.  The Borrower acknowledges that, as  a result of that pledge, the Borrower may not, without the prior written  Consent of the Administrative Agent, exercise any rights under any  Hedging Agreement or Hedge Transaction, except for the Borrower's right  under any Hedging Agreement to enter into Hedge Transactions in order to  meet the Borrower's obligations hereunder.  Nothing herein shall have the  effect of releasing the Borrower from any of its obligations under any  Hedging Agreement or any Hedge Transaction, nor be construed as  requiring the consent of any Secured Party for the performance by the  Borrower of any such obligations." (i) Section 6.05 (Negative Covenants of the Servicer) is amended by deleting  clause (f) thereof in its entirety and replacing it with the following: "(f) [Reserved].” (j) Section 7.03 (Duties of the Servicer) is amended by adding the following  clause (j) immediately following clause (i) thereof: "(j) Control of Electronic Contracts.  The Servicer, in its capacity  as Collateral Custodian, shall at all times maintain 'control' (within the  meaning of the UCC as then in effect in the relevant State) of the Electronic  Contracts. Neither the Collateral Custodian nor the Borrower will  communicate, or permit any custodian or vaulting agent thereof to  communicate, an authoritative copy of any Electronic Contract to any  Person other than the Electronic Vault Provider, the Servicer, the Borrower  or the Administrative Agent." 





 






- 27 - 153325876v6 (k) Section 7.07 (Reports and Audit) is amended by deleting clause (a) thereof in its entirety and replacing it with the following: "(a) Monthly Reports. On each Reporting Date, the Servicer will  provide to the Borrower, the Administrative Agent, the Backup Servicer  and, to the extent requested or required by a Hedge Counterparty, such  Hedge Counterparty, a Monthly Report.  No such Monthly Report is  required to have been executed by a Responsible Officer unless such  Monthly Report is delivered on a Funding Date." (l) Section 7.13 (Servicer Termination Events) is amended by deleting clauses  (l), (m), (n), and (o) thereof in their entirety and replacing them, respectively, with the following: "(l) as of any Reporting Date, the arithmetic mean of the  Serviced Portfolio Delinquency Ratio for the three previous Collection  Periods is greater than 6.00%;" "(m) as of any Reporting Date, the arithmetic mean of the  Serviced Portfolio Net Loss Ratio (Prime) for the three previous Collection  Periods is greater than 6.00%;" "(n) as of any Reporting Date, the arithmetic mean of the  Serviced Portfolio Net Loss Ratio (Non-Prime) for the three previous  Collection Periods is greater than 8.50%;" "(o) as of any Reporting Date, the arithmetic mean of the  Serviced Portfolio Deferral Ratio for the three previous Collection Periods  is greater than 2.00%; or" (m) Section 7.18 (Duties of Collateral Custodian) is amended by deleting clause  (b) thereof in its entirety and replacing it with the following: "(b) Maintenance of and Access to Records.  The Collateral  Custodian shall maintain each Receivable File at one of the locations  specified in Schedule D or, if a material portion of the Receivables Files are  to be held in any other location, the Collateral Custodian will provide  30 days' prior written notice thereof to the Administrative Agent, each  Agent and each Lender.  The Collateral Custodian may temporarily move  individual Receivable Files or any portion thereof without notice as  necessary to conduct collection and other servicing activities in accordance  with its customary practices and procedures.  The Collateral Custodian shall  make available to the Secured Parties or their duly authorized  representatives, attorneys or auditors a list of locations of the Receivable  Files, the Receivable Files and the related accounts, records and computer  systems maintained by the Servicer at such times during normal business  hours as any Secured Party shall reasonably request." 





 






- 28 - 153325876v6 (n) Section 7.18 (Duties of Collateral Custodian) is further amended by  inserting a new clause (h) immediately following clause (g) thereof "(h) Delegation of Duties. (i) The Collateral Custodian may perform any of its  duties through one or more custodial agents without the consent of any  Person, except as set forth in clause (iii) below. No such delegation will  relieve the Collateral Custodian of its responsibilities with respect to such  duties and the Collateral Custodian will remain primarily responsible with  respect to such duties, and the Collateral Custodian acknowledges that it  remains primarily responsible for the safeguarding of all such Receivable  Files and shall be liable for any acts or omissions of such custodial agents  while acting on its behalf. The Collateral Custodian will be responsible for  the fees of any such custodial agents. (ii) (A) With respect to the Electronic Contracts, the  Collateral Custodian has engaged or may engage one or more an Electronic  Vault Providers to hold such Electronic Contracts and (B) with respect to  Tangible Contracts, the Collateral Custodian has engaged each of Record  Xpress of California and Iron Mountain Information Management, LLC to  act as a custodial agent to hold such signed documentation and other  contents of the related Receivable File on its behalf. (iii) Upon termination of, or resignation by, any custodial  agent or the appointment of any new custodial agent, the Collateral  Custodian shall provide written notice of such termination, resignation or  appointment to the Administrative Agent." (o) Section 8.01 (Termination Events) is amended by deleting subclauses (xiv),  (xvii), (xviii), and (xix) from clause (a) thereof in their entirety and replacing them, respectively,  with the following: "(xiv) (A) failure on the part of the Borrower (x) to establish one or  more Hedge Transactions in fulfillment of the requirements set forth in  Section 6.03 within thirty days of the date on which the Initial Loan is made  hereunder or (y) at any time thereafter to both (1) maintain one or more  Hedge Transactions having notional amounts which, in the aggregate, equal  at least 100% of the Loans Outstanding and (2) cause an amount that is at  least equal to the Hedge Reserve Account Required Amount to be on  deposit in the Hedge Reserve Account; (B) failure on the part of the  Borrower within thirty days of receiving direction from the Administrative  Agent pursuant to Section 6.03(c) to enter into one or more Hedge  Transactions, increase the notional amount of one or more Hedge  Transactions, or decrease the notional amount of one or more Hedge  Transactions, in each case as directed by the Administrative Agent and in  the manner set forth in such Section 6.03(c); or (C) any other failure on the  





 






- 29 - 153325876v6 part of the Borrower to maintain one or more Hedge Transactions in  fulfillment of the requirements set forth in Section 6.03;" '"(xvii) as of any Reporting Date, if no Significant Take-out Date  occurred during any of the three previous Collection Periods, the arithmetic  mean of the Conduit Portfolio Net Loss Ratio (Prime) for such three  previous Collection Periods is greater than 5.50%;" "(xviii) as of any Reporting Date, if no Take-out Date  occurred during any of the three previous Collection Periods, the arithmetic  mean of the Conduit Portfolio Net Loss Ratio (Non-Prime) for such three  previous Collection Periods is greater than 7.50%; and" "(xix) as of any Reporting Date, if no Take-out Date occurred  during any of the three previous Collection Periods, the arithmetic mean of  the Conduit Portfolio Delinquency Ratio for such three previous Collection  Periods is greater than 5.50%;"  (p) Schedule A (Lender Supplement (JPMorgan Lender Group)) is amended by  deleting the "Commitment" and "Mandatory Commitment" rows set forth therein in their entirety  and replacing them, respectively, with the following: "Commitment: $1,000,000,000" "Mandatory Commitment: $700,000,000" (q) Schedule B (Eligible Receivable Criteria) is amended by deleting clauses 5,  6, 17 and 20 set forth therein in their entirety and replacing them, respectively, with the following: "5. which has a Principal Balance of at least $500 but not more than  $100,000;" "6. which constitutes an 'account,' '"tangible chattel paper,' 'electronic  chattel paper,' or a 'payment intangible' under and as defined in Article 9 of the  UCC as then in effect in the relevant State;" "17. either  (a) with respect to Receivables that are 'tangible chattel paper' under  and as defined in Article 9 of the UCC as then in effect in the relevant State,  (i) there is only one original executed copy of each Contract, (ii) such Contract is in the possession of the Collateral Custodian, (iii) such Contract has not been sold, transferred, assigned, or pledged by DFC to any Person  other than the Borrower, and (iv) such Contract has not been stamped or  otherwise marked to show any interest of any Person other than the  Borrower; or  (b) with respect to Receivables that are 'electronic chattel paper'  under and as defined in Article 9 of the UCC as then in effect in the relevant  





 






- 30 - 153325876v6 State, (i) there is only one authoritative copy of each Contract within the  meaning of Article 9 of the UCC as then in effect in the relevant State, (ii)  such authoritative copy is unique, identifiable, and unalterable (other than  with the participation of the Collateral Custodian in the case of an addition  or amendment of an identified assignee and other than a revision that is  readily identifiable as an authorized or unauthorized revision), (iii) such  authoritative copy has been communicated to and is maintained by or on  behalf of the Custodian solely for the benefit of the Secured Parties, (iv)  each copy of the authoritative copy and any copy of a copy are readily  identifiable as copies that are not the authoritative copy, (v) the related  Receivable was established in a manner such that all copies or revisions that  add or change an identified assignee of the authoritative copy of such  Contract must be made with the participation of the Custodian, (vi) the related Receivable was established in a manner such that all revisions of the  authoritative copy of the Contract is readily identifiable as an authorized or  unauthorized revision, and (vii) such authoritative copy communicated to  the Collateral Custodian has no marks or notations indicating that it has  been pledged, assigned, or otherwise conveyed to any person such Contract  has not been sold, transferred, assigned or pledged by DFC to any Person  other than the Borrower;"  "20. which at the time of underwriting did not have a Loan-to-Value  Ratio of greater than 160%;" (r) Schedule D (Location of Receivables Files) is amended by adding the  following addresses thereto: "Iron Mountain Information Management, LLC, at the following locations: Building ID Address City State ZIP F1 811 Route 33 OPM# 000738 RM Freehold NJ 07728 F2 811 Route 33 OPM# 000738 RM Freehold NJ 07728 F3 811 Route 33 OPM# 000738 RM Freehold NJ 07728 F7 811 Route 33 Freehold NJ 07728 M1 26 South Middlesex Ave. Monroe NJ 08831 M2 26 South Middlesex Ave. Monroe NJ 08831 CR 12958 Midway Place Cerritos CA 90703 LP 5911 Fresca Dr. La Palma CA 90623 PC 8700 Mercury Lane Pico Rivera CA 90660 2A 218 W. Yard Rd. Feura Bush NY 12067 PG Route 9W South Port Ewen NY 12466 2 4561 Oak Fair Blvd. Tampa FL 33610 5 4758 Oak Fair Blvd. Tampa FL 33610 BT 700 Burning Tree Rd. Fullerton CA 92833 1 6298 W 44th Ave. Spokane WA 99224 ” 





 






- 31 - 153325876v6 SECTION 2. Representations, Warranties and Confirmations.  The Borrower  hereby confirms that all representations and warranties made by it pursuant to Sections 5.01 and  5.02 of the Loan Agreement were true and correct as of the date as of which they were made and  that it is in compliance with all covenants made by it pursuant to the Loan Agreement as of the  date hereof.  By its acknowledgment of this Amendment, DFC hereby confirms that all  representations and warranties made by it pursuant to Section 5.03 of the Loan Agreement were  true and correct as of the date as of which they were made and that it is in compliance with all  covenants made by it pursuant to the Loan Agreement as of the date hereof.  Furthermore, the  Borrower and DFC each hereby represents and warrants as to itself that: (a) It has the power to execute, deliver and perform this Amendment and the  transactions contemplated hereby. (b) The execution and delivery of this Amendment and the performance of this  Amendment and the Loan Agreement (as amended hereby) have been duly authorized by it by all  necessary company action (including any necessary action by its members). (c) This Amendment has been duly executed and delivered on its behalf.  This  Amendment and the Loan Agreement (as amended hereby) constitute its legal, valid and binding  obligations, enforceable against it in accordance with their respective terms, except as enforcement  of such terms may be limited by Insolvency Laws affecting the enforcement of creditors' rights  generally and by the availability of equitable remedies. (d) It is in compliance in all material respects with all Applicable Laws. SECTION 3. Effectiveness of Amendment.        (a) This Amendment shall be effective, as of the date hereof, upon the delivery  of a fully executed copy hereof to the Administrative Agent.  (b) Except as expressly amended by the terms of this Amendment, all terms and  conditions of the Loan Agreement shall remain in full force and effect and are hereby ratified and  confirmed.  This Amendment is effective only for the specific purpose for which it is given and  shall not operate as a consent, waiver, amendment or other modification of any other term or  condition set forth in the Loan Agreement.  Upon the effectiveness of this Amendment, (i) each  reference in the Loan Agreement to "this Agreement" or "this Loan Agreement" or words of like  import shall mean and be references to the Loan Agreement as amended hereby, (ii) each reference  in any other Basic Document to the Loan Agreement or to any terms defined in the Loan  Agreement which are modified hereby shall mean and be references to the Loan Agreement or to  such terms as modified hereby, and (iii) each reference in the Loan Agreement or in any other  Basic Document to the Fee Letter or to any terms defined in the Fee Letter shall mean and be  references to the Fee Letter as defined herein and to such terms as defined in such Fee Letter.  The  parties hereto acknowledge and agree that this Amendment and the Fee Letter (as defined herein)  shall each constitute a Basic Document.  Neither this Amendment nor the Fee Letter (as defined  herein) constitutes a novation or termination of the Loan Agreement, the Fee Letter, or any other  Basic Document and all obligations thereunder are in all respects continuing with only the terms  thereof being modified as provided herein. 





 






- 32 - 153325876v6 SECTION 4. Amendments, etc.  No provision of this Amendment shall be  waived, amended or otherwise modified except as provided in Section 13.01 of the Loan  Agreement. SECTION 5. GOVERNING LAW.  THIS AMENDMENT SHALL BE  GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,  THE LAWS OF THE STATE OF NEW YORK. SECTION 6. Severability.  If one or more of the covenants, agreements,  provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such  covenants, agreements, provisions or terms shall be deemed severable from the remaining  covenants, agreements, provisions or terms of this Amendment and shall in no way affect the  validity or enforceability of the other provisions of this Amendment or the Loan Agreement as  amended hereby. SECTION 7. Binding Effect.  This Amendment shall be binding upon and shall  be enforceable by the parties hereto and their respective successors and permitted assigns. SECTION 8. Captions, etc.  The captions and section numbers appearing in this  Amendment are inserted only as a matter of convenience and do not define, limit, construe or  describe the scope or intent of the provisions of this Amendment. SECTION 9. Counterparts.  This Amendment may be executed in any number of  counterparts and by different parties hereto in separate counterparts, each of which when so  executed shall be deemed to be an original and all of which when taken together shall constitute  one and the same agreement.  Delivery of an executed counterpart of a signature page to this  Amendment by facsimile or by electronic mail in a ".pdf" file shall be effective as delivery of a  manually executed counterpart of this Amendment.  Each party agrees that this Amendment and  any other documents to be delivered in connection herewith may be electronically signed, and that  any electronic signatures appearing on this Amendment or such other documents are the same as  handwritten signatures for the purposes of validity, enforceability, and admissibility. [Signature Page Follows] 





 






IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly  executed and delivered by their respective authorized officers as of the date first above written.  SCFC BUSINESS SERVICES LLC,  as Borrower  Name:  Title:  ACKNOWLEDGED AND AGREED:  DRIVEWAY FINANCE CORPORATION,  as Servicer and Collateral Custodian  Ill A ,c( !7:  By: ___ ___::_{1!.,__~ _ I\J:e...:...-_~-+------ Name:  Title:  [Signature Page to Amendment No. 6 to A&R Loan Agt. (SCFC Business Services LLC)]  15H25R761·4  Charles Lietz President Charles Lietz President 





 






[Signature Page to Amendment No. 6 to A&R Loan Agt. (SCFC Business Services LLC)] 153325876v4 CHARIOT FUNDING LLC,   as Conduit Lender By:  JPMORGAN CHASE BANK, N.A.,   as its attorney-in-fact By:   Name: Title: JPMORGAN CHASE BANK N.A.,   as JPMorgan Agent, as a Committed Lender,   and as Administrative Agent By:   Name: Title: Elizabeth S. Trainor Executive Director Elizabeth S. Trainor Executive Director