amendmentno2toarloanagtl






150428610v2   AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENT  This AMENDMENT NO. 2, dated as of September 14, 2021 (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; 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. Amendment to the Loan Agreement.  The Loan Agreement is  hereby amended by deleting the reference to "September 15, 2021" contained in clause (p) of  Section 7.13 and replacing it with a reference to "November 5, 2021."    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).  





 






 - 2 -  150428610v2  (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 and (ii) each  reference in any other Basic Document to the Loan Agreement or to any terms defined in the Loan  Agreement which are modified hereby shall mean and be references to the Loan Agreement or to  such terms as modified hereby.  The parties hereto acknowledge and agree that this Amendment  shall constitute a Basic Document.  This Amendment does not constitute a novation or termination  of the Loan Agreement or any other Basic Document and all obligations thereunder are in all  respects continuing with only the terms thereof being modified as provided herein.  SECTION 4. Amendments, etc.  No provision of this Amendment shall be  waived, amended or otherwise modified except as provided in Section 13.01 of the Loan  Agreement.  SECTION 5. GOVERNING LAW.  THIS AMENDMENT SHALL BE  GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,  THE LAWS OF THE STATE OF NEW YORK.  SECTION 6. Severability.  If one or more of the covenants, agreements,  provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such  covenants, agreements, provisions or terms shall be deemed severable from the remaining  covenants, agreements, provisions or terms of this Amendment and shall in no way affect the  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.  





 






 - 3 -  150428610v2  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  By: ~wt  Name: Charles D. Lietz  Title: President  ACKNOWLEDGED AND AGREED:  DRIVEWAY FINANCE CORPORATION,  as Servicer and Collateral Custodian  By: ft,  Name: Cha;;s D.Lletz  Title: President  4.  J  vf Rnorice_  CHARIOT FUNDING LLC,  as Conduit Lender  By: JPMORGAN CHASE BANK, N.A.,  as its attorney-in-fact  By:--------------- [Signature Page to Amendment No. 2 lo A&R Loan Agt. (SCFC Business Services LLC)]  15042~610v2  





 






[Signature Page to Amendment No. 2 to A&R Loan Agt. (SCFC Business Services LLC)]  150428610v2  CHARIOT FUNDING LLC,    as Conduit Lender    By:  JPMORGAN CHASE BANK, N.A.,    as its attorney-in-fact    By:            Name: Elizabeth S. Trainor  Title:   Executive Director  JPMORGAN CHASE BANK N.A.,    as JPMorgan Agent, as a Committed Lender,    and as Administrative Agent  By:           Name: Elizabeth S. Trainor  Title:   Executive Director