executedamendmentno4toar






Execution Copy 151841956v3 AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 4, dated as of February 8, 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 is amended by deleting the definitions of "Borrowing Base" and "Certificate of Title" set forth therein in their entirety and replacing them, respectively, with  the following: "'Borrowing Base' means, as of any date of determination, an amount  equal to (i) the difference of (a) the Net Eligible Pool Balance as of such date,  after giving effect to the related additions or removals of Receivables on such  date, minus (b) the Required Overcollateralization as of such date, minus (c) the  aggregate Adjusted Principal Balance of all Receivables that are owned by the  Borrower on such date, after giving effect to the related additions or removals of  Receivables on such date, for which no Certificate of Title of the type described  in clause (i) or (ii) of the definition thereof was obtained by the 180th day  following the day on which the related Receivable was originated (provided, that  if any such Certificate of Title is obtained after such 180th day, the Adjusted  





 






- 2 - 151841956v3 Principal Balance of the related Receivable will no longer be deducted pursuant to  this clause (c)), plus (ii) the amount of Collections in respect of principal  payments that are on deposit in the Collection Account on such." "'Certificate of Title' means, with respect to a Financed Vehicle, (i) the  original certificate of title relating thereto, (ii) if the applicable Registrar of Titles  issues a letter or other form of evidence of lien in lieu of a certificate of title  (including electronic titling), the original lien entry letter, or (iii) prior to the time  that a certificate of title of the type described in clause (i) or (ii) is issued, copies  of correspondence to the applicable Registrar of Titles, and all enclosures thereto,  for issuance of the original certificate of title or the original lien entry letter or  form, as applicable, and which, in all of the foregoing cases, shall name the  related Obligor as the owner of such Financed Vehicle and DFC, the Borrower or  the Administrative Agent, as secured party (provided, that 'Southern Cascades  Finance Corporation' may be named as secured party on the Certificates of Title  relating to those Receivables that are listed on Schedule A to Amendment No. 4  to the Loan Agreement, dated February 8, 2022, by and among the Borrower,  Chariot, as a Conduit Lender, and JPMorgan, as the Administrative Agent, a  Committed Lender, and Agent for the JPMorgan Lender Group, and  acknowledged and agreed to by the Servicer and Collateral Custodian).  For  Financed Vehicles registered in States that issue confirmation of the lienholder's  interest electronically, the 'Certificate of Title' may consist of notification of an  electronic recordation, by either a third party service provider or the relevant  Registrar of Titles, which indicates that the lien of the secured party on the  Financed Vehicle is recorded on the original certificate of title on the electronic  lien and title system of the applicable State." SECTION 2. Waiver. (a) The Borrower and the Servicer acknowledge that from time to time since  the Closing Date, they calculated the "Borrowing Base" (as defined prior to the changes to such  term that are effected by this Amendment) without giving effect to the deduction described in  prior clause (c)(2) thereof, which led to the Borrowing Base being overstated from time to time.   In accordance with Section 13.01 of the Loan Agreement, the Borrower hereby requests that the  Required Lenders waive any Early Amortization Event, Termination Event, Servicer  Termination Event, breach of representation and warranty, or breach of covenant that arose  under any Basic Document solely due to such miscalculation of the Borrowing Base, including  but not limited to any such event resulting from (i) the Servicer or the Borrower having reported such miscalculated amount to any Lender, any Agent, or the Administrative Agent in any  certificate, report, or other writing delivered pursuant to any Basic Document; (ii) any Loan  having been requested and funded in an improper amount due to such miscalculation; or (iii) any  payments having been made pursuant to Section 2.06 of the Loan Agreement or any other  provision of any Basic Document in an incorrect amount due to such miscalculation.  The  JPMorgan Agent, on behalf of the Required Lenders, grants such waiver, subject to the condition that the no Borrowing Base Deficiency exists on the date of this Amendment, after giving effect  to the changes to the definition of "Borrowing Base" that are effected by this Amendment. 





 






- 3 - 151841956v3 (b) Except as specifically set forth herein, the Administrative Agent, the  JPMorgan Agent, and the Required Lenders reserve all of their respective rights and remedies  under the Loan Agreement.   (c) The Borrower acknowledges and agrees that the Administrative Agent, the  JPMorgan Agent, and the Required Lenders (i) except to the extent expressly specified by the  terms of this Section 2, intend to strictly enforce the terms of the Loan Agreement and (ii) hereby  reserve all rights, powers and remedies under the Loan Agreement. SECTION 3. Representations, Warranties and Confirmations.  The Borrower  hereby confirms that all representations and warranties made by it pursuant to Sections 5.01 and  5.02 of the Loan Agreement were true and correct as of the date as of which they were made and  that it is in compliance with all covenants made by it pursuant to the Loan Agreement as of the  date hereof.  By its acknowledgment of this Amendment, DFC hereby confirms that all  representations and warranties made by it pursuant to Section 5.03 of the Loan Agreement were  true and correct as of the date as of which they were made and that it is in compliance with all  covenants made by it pursuant to the Loan Agreement as of the date hereof.  Furthermore, the  Borrower and DFC each hereby represents and warrants as to itself that: (a) It has the power to execute, deliver and perform this Amendment and the  transactions contemplated hereby. (b) The execution and delivery of this Amendment and the performance of  this Amendment and the Loan Agreement (as amended hereby) have been duly authorized by it  by all necessary company action (including any necessary action by its members). (c) This Amendment has been duly executed and delivered on its behalf.  This  Amendment and the Loan Agreement (as amended hereby) constitute its legal, valid and binding  obligations, enforceable against it in accordance with their respective terms, except as  enforcement of such terms may be limited by Insolvency Laws affecting the enforcement of  creditors' rights generally and by the availability of equitable remedies. (d) It is in compliance in all material respects with all Applicable Laws. SECTION 4. Effectiveness of Amendment.        (a) This Amendment shall be effective, as of the date hereof, upon 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  





 






- 4 - 151841956v3 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 5. Amendments, etc.  No provision of this Amendment shall be  waived, amended or otherwise modified except as provided in Section 13.01 of the Loan  Agreement. SECTION 6. GOVERNING LAW.  THIS AMENDMENT SHALL BE  GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,  THE LAWS OF THE STATE OF NEW YORK. SECTION 7. Severability.  If one or more of the covenants, agreements,  provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then  such covenants, agreements, provisions or terms shall be deemed severable from the remaining  covenants, agreements, provisions or terms of this Amendment and shall in no way affect the  validity or enforceability of the other provisions of this Amendment or the Loan Agreement as  amended hereby. SECTION 8. Binding Effect.  This Amendment shall be binding upon and shall  be enforceable by the parties hereto and their respective successors and permitted assigns. SECTION 9. Captions, etc.  The captions and section numbers appearing in this  Amendment are inserted only as a matter of convenience and do not define, limit, construe or  describe the scope or intent of the provisions of this Amendment. SECTION 10. Counterparts.  This Amendment may be executed in any number of  counterparts and by different parties hereto in separate counterparts, each of which when so  executed shall be deemed to be an original and all of which when taken together shall constitute  one and the same agreement.  Delivery of an executed counterpart of a signature page to this  Amendment by facsimile or by electronic mail in a ".pdf" file shall be effective as delivery of a  manually executed counterpart of this Amendment.  Each party agrees that this Amendment and  any other documents to be delivered in connection herewith may be electronically signed, and  that any electronic signatures appearing on this Amendment or such other documents are the  same as handwritten signatures for the purposes of validity, enforceability, and admissibility. [Signature Page Follows] 





 






Charles D. Lietz President Charles D. Lietz President 





 






[Signature Page to Amendment No. 4 to A&R Loan Agt. (SCFC Business Services LLC)] 151841956v3 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 





 






A-1 151841956v3 Schedule A The following Receivables are those described in the definition of "Certificate of Title" set forth  in the Loan Agreement that may list "Southern Cascades Finance Corporation" as secured party  in the related Certificate of Title: SD179648 SD202169 SD180017 SD202264 SD180187 SD202267 SD180215 SD202306 SD180381 SD202318 SD180401 SD202470 SD180612 SD202509 SD180741 SD202566 SD180828 SD202568 SD180896 SD202596 SD180984 SD202602 SD181233 SD202626 SD181436 SD202682 SD181444 SD202689 SD181529 SD202691 SD181639 SD202705 SD181704 SD202812 SD181842 SD202880 SD181943 SD202918 SD182110 SD202956 SD182278 SD203009 SD182419 SD203011 SD182476 SD203013 SD182551 SD203064 SD182585 SD203074 SD182641 SD203153 SD182688 SD203181 SD182859 SD203253 SD182897 SD203260 SD183037 SD203296 SD183103 SD203327 SD183215 SD203336 SD183247 SD203403 SD183262 SD203407 SD183284 SD203452 SD183344 SD203493 SD183353 SD203508 SD183413 SD203543 SD183433 SD203577 SD183466 SD203594 SD183479 SD203599 SD183548 SD203602 SD183584 SD203613 SD183710 SD203621 SD183730 SD203654 SD183782 SD203670 SD183964 SD203748 SD183990 SD203779 SD184151 SD203805 SD184179 SD203827 SD184196 SD203832 SD184330 SD203874 SD184344 SD204092 SD184345 SD204095 SD184392 SD204118 SD184419 SD204139 SD184575 SD204164 SD184700 SD204188 SD184717 SD204209 SD185008 SD204242 SD185128 SD204245 SD185138 SD204339 SD185173 SD204392 SD185202 SD204414 SD185217 SD204428 SD185285 SD204436 SD185300 SD204448 SD185333 SD204452 SD185387 SD204469 SD185423 SD204498 SD185431 SD204512 SD185441 SD204542 SD185522 SD204560 SD185568 SD204573 SD185581 SD204642 SD185665 SD204669 SD185686 SD204676 SD185731 SD204688 SD185765 SD204699 SD185773 SD204792 SD185910 SD204795 SD185913 SD204814 SD185918 SD204908 SD185928 SD204933 SD185980 SD204936 SD186009 SD204941 SD186034 SD205214 SD186097 SD205223 SD186284 SD205226 SD186358 SD205276 SD186375 SD205295 SD186386 SD205364 SD186403 SD205379 SD186510 SD205395 SD186515 SD205398 SD186642 SD205450 SD186683 SD205452 SD186699 SD205492 SD186725 SD205600 SD186743 SD205609 SD186753 SD205645 SD186805 SD205646 SD186833 SD205691 SD187007 SD205733 SD187080 SD205785 SD187122 SD205936 SD187142 SD205937 SD187200 SD205965 SD187258 SD205988 SD187273 SD206091 SD187524 SD206097 SD187527 SD206162 SD187655 SD206182 SD187673 SD206207 SD187780 SD206244 SD187858 SD206266 SD187870 SD206285 SD187878 SD206304 SD188122 SD206354 SD188160 SD206362 SD188282 SD206430 SD188287 SD206457 SD188370 SD206480 





 






A-2 151841956v3 SD188488 SD206673 SD188548 SD206681 SD188641 SD206789 SD188856 SD206793 SD188858 SD206804 SD188871 SD206816 SD188920 SD206830 SD189247 SD206851 SD189289 SD206853 SD189346 SD206890 SD189350 SD206907 SD189399 SD206919 SD189400 SD206933 SD189415 SD207032 SD189466 SD207065 SD189571 SD207078 SD189602 SD207093 SD189612 SD207107 SD189663 SD207124 SD189790 SD207134 SD189809 SD207252 SD189865 SD207306 SD190014 SD207472 SD190036 SD207474 SD190054 SD207559 SD190352 SD207645 SD190454 SD207674 SD190505 SD207786 SD190546 SD207809 SD190562 SD207858 SD190566 SD207881 SD190624 SD207884 SD190630 SD207886 SD190650 SD207983 SD190775 SD208042 SD190882 SD208050 SD190978 SD208069 SD191000 SD208073 SD191044 SD208125 SD191065 SD208145 SD191100 SD208174 SD191144 SD208185 SD191195 SD208249 SD191200 SD208272 SD191213 SD208277 SD191399 SD208308 SD191490 SD208371 SD191502 SD208392 SD191585 SD208508 SD191618 SD208561 SD191634 SD208593 SD191653 SD208718 SD191832 SD208740 SD191853 SD208745 SD191898 SD208753 SD191906 SD208941 SD191934 SD208942 SD191991 SD208952 SD192008 SD209064 SD192054 SD209100 SD192058 SD209117 SD192110 SD209120 SD192122 SD209138 SD192194 SD209146 SD192198 SD209190 SD192232 SD209191 SD192235 SD209220 SD192236 SD209226 SD192249 SD209257 SD192255 SD209390 SD192344 SD209398 SD192387 SD209404 SD192399 SD209455 SD192456 SD209472 SD192505 SD209483 SD192560 SD209491 SD192587 SD209512 SD192778 SD209554 SD192818 SD209567 SD192829 SD209578 SD192901 SD209615 SD192916 SD209634 SD193043 SD209653 SD193061 SD209674 SD193096 SD209707 SD193139 SD209824 SD193161 SD209827 SD193172 SD209840 SD193191 SD209895 SD193219 SD209901 SD193310 SD210018 SD193383 SD210029 SD193422 SD210037 SD193599 SD210059 SD193635 SD210123 SD193652 SD210124 SD193654 SD210132 SD193668 SD210145 SD193686 SD210209 SD193779 SD210260 SD193828 SD210268 SD193943 SD210303 SD193990 SD210312 SD194023 SD210317 SD194064 SD210332 SD194138 SD210356 SD194153 SD210411 SD194158 SD210522 SD194300 SD210566 SD194370 SD210711 SD194388 SD210713 SD194406 SD210723 SD194455 SD210732 SD194456 SD210737 SD194472 SD210755 SD194493 SD210760 SD194508 SD210769 SD194534 SD210848 SD194544 SD210852 SD194548 SD210886 SD194653 SD210980 SD194677 SD211014 SD194745 SD211041 SD194767 SD211063 SD194818 SD211126 SD194827 SD211129 SD194876 SD211216 SD194917 SD211249 SD194975 SD211336 SD194992 SD211342 SD195009 SD211393 SD195029 SD211517 SD195114 SD211800 SD195128 SD211842 SD195139 SD211856 SD195154 SD211873 SD195200 SD211902 SD195214 SD211926 





 






A-3 151841956v3 SD195217 SD211974 SD195252 SD211987 SD195336 SD212035 SD195407 SD212111 SD195459 SD212117 SD195472 SD212124 SD195501 SD212201 SD195531 SD212261 SD195624 SD212262 SD195630 SD212357 SD195654 SD212366 SD195722 SD212505 SD195758 SD212532 SD195777 SD212545 SD195878 SD212549 SD195980 SD212562 SD195984 SD212571 SD195987 SD212605 SD195990 SD212660 SD196037 SD212670 SD196086 SD212779 SD196095 SD212792 SD196098 SD212809 SD196110 SD212812 SD196125 SD212844 SD196136 SD212903 SD196145 SD212909 SD196248 SD213010 SD196313 SD213065 SD196324 SD213097 SD196325 SD213131 SD196345 SD213159 SD196370 SD213180 SD196444 SD213212 SD196524 SD213298 SD196566 SD213306 SD196574 SD213315 SD196615 SD213319 SD196692 SD213327 SD196708 SD213338 SD196728 SD213362 SD196750 SD213363 SD196770 SD213386 SD196870 SD213467 SD196941 SD213470 SD197065 SD213486 SD197212 SD213571 SD197272 SD213713 SD197320 SD213814 SD197352 SD213869 SD197354 SD213921 SD197360 SD213956 SD197389 SD213961 SD197422 SD214052 SD197631 SD214164 SD197661 SD214166 SD197687 SD214210 SD197712 SD214295 SD197768 SD214348 SD197787 SD214351 SD197812 SD214461 SD197839 SD214489 SD197842 SD214543 SD197902 SD214554 SD197923 SD214571 SD197985 SD214635 SD198014 SD214732 SD198065 SD214774 SD198127 SD214785 SD198177 SD214848 SD198182 SD214856 SD198191 SD214865 SD198193 SD214868 SD198207 SD214890 SD198295 SD215092 SD198336 SD215101 SD198362 SD215145 SD198425 SD215195 SD198473 SD215272 SD198494 SD215285 SD198535 SD215398 SD198730 SD215414 SD198752 SD215438 SD198818 SD215603 SD198837 SD215674 SD198839 SD215742 SD198867 SD215758 SD198888 SD215771 SD198906 SD215842 SD198935 SD216029 SD198953 SD216067 SD198972 SD216136 SD198974 SD216266 SD199011 SD216268 SD199195 SD216328 SD199265 SD216369 SD199281 SD216401 SD199453 SD216406 SD199460 SD216464 SD199489 SD216470 SD199490 SD216511 SD199504 SD216513 SD199509 SD216527 SD199593 SD216649 SD199597 SD216691 SD199622 SD216721 SD199631 SD216727 SD199764 SD216751 SD199776 SD216857 SD199784 SD216984 SD199796 SD216991 SD199797 SD217007 SD199863 SD217010 SD199870 SD217027 SD199881 SD217035 SD199923 SD217045 SD199931 SD217073 SD199946 SD217129 SD199998 SD217361 SD200016 SD217431 SD200017 SD217447 SD200035 SD217484 SD200095 SD217492 SD200098 SD217724 SD200106 SD217862 SD200138 SD217950 SD200142 SD217951 SD200174 SD218006 SD200301 SD218077 SD200394 SD218091 SD200403 SD218139 SD200419 SD218306 SD200478 SD218360 SD200524 SD218391 SD200546 SD218471 SD200556 SD218495 SD200578 SD218587 SD200629 SD218610 





 






A-4 151841956v3 SD200783 SD218715 SD200786 SD218787 SD200881 SD219033 SD200933 SD219231 SD200939 SD220841 SD201023 SD220852 SD201029 SD221242 SD201061 SD221450 SD201080 SD221592 SD201088 SD222278 SD201108 SD222623 SD201178 SD222678 SD201188 SD222760 SD201197 SD224065 SD201224 SD226080 SD201262 SD228006 SD201273 SD228092 SD201342 SD228350 SD201349 SD228738 SD201363 SD229863 SD201393 SD231938 SD201416 SD233338 SD201428 SD236881 SD201469 SD237387 SD201487 SD240517 SD201561 SD246500 SD201563 SD247722 SD201597 SD252451 SD201607 SD254374 SD201659 SD258312 SD201672 SD262649 SD201698 SD265860 SD201706 SD268418 SD201721 SD270174 SD201735 SD271889 SD201742 SD274003 SD201752 SD275093 SD201788 SD285205 SD201834 SD297816 SD201836 SD301578 SD201887 SD309052 SD201987 SD316733 SD202034 SD345547 SD347971 SD346130