CERTAIN INFORMATION, IDENTIFIED BY [*****], HAS BEEN EXCLUDED FROM THE EXHIBIT
BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE
COMPANY IF PUBLICLY DISCLOSED.
Exhibit 10.11(c)
SECOND AMENDMENT TO THE
AMENDED AND RESTATED SERIES 2017-ONE INDENTURE SUPPLEMENT
This Second Amendment to the Amended and Restated Series 2017-One Indenture
Supplement (the "Amendment"), dated as of September 20, 2019, among Perimeter
Master Note Business Trust, a business trust organized and existing under the
laws of the State of Nevada (herein, the "Issuer" or the "Trust"), Access
Financing, LLC, a Georgia limited liability company (the "Servicer"), and U.S.
Bank National Association, not in its individual capacity, but solely as
Indenture Trustee (herein, together with its successors in the trusts thereunder
as provided in the Indenture referred to below, the "Indenture Trustee") under
the Master Indenture, dated as of February 8, 2017 (as amended, restated,
supplemented or otherwise modified from time to time, the "Indenture") among the
Issuer, the Servicer and the Indenture Trustee.
Capitalized terms used herein shall have the meanings assigned to such terms in
the Supplement (as defined below).
WITNESSETH:
WHEREAS, the Issuer, the Servicer and the Indenture Trustee executed the Amended
and Restated Series 2017-One Indenture Supplement, dated as of June 11, 2018,
and the First Amendment to the Amended and Restated Series 2017-One Indenture
Supplement, dated as of November 16, 2018 (as so amended, the "Supplement"); and
WHEREAS, the parties hereto have agreed to further amend the Supplement on the
terms and conditions hereinafter set forth in accordance with Section 9.02 of
the Indenture;
NOW, THEREFORE, in consideration of the promises and of the mutual covenants and
agreements hereinafter set forth, the parties hereto hereby agree as follows:
SECTION 1. Amendments of the Supplement.
1.1
The definitions of "Class A/B Subordination Percentage," "Required
Senior Note Subordination Amount" and "Required Subordination Amount" are hereby
deleted in their entirety and replaced with the following:
"Class A/B Subordination Percentage" shall mean [*****]%.
--------------------------------------------------------------------------------
"Required Senior Note Subordination Amount" shall mean an amount equal to
[*****]% of the sum of the (a) Note Principal Balance, (b) the Series Required
Transferor Amount and (c) the Series 2018-One Principal Balance.
"Required Senior Subordination Amount" shall mean an amount equal to [*****]% of
the sum of the (a) Note Principal Balance, (b) the Series Required Transferor
Amount and (c) the Series 2018-One Principal Balance.
SECTION 2. Miscellaneous
2.1
Ratification. As amended hereby, the Supplement is in all respects
ratified and confirmed and the Supplement as so supplemented by this Amendment
shall be read, taken and construed as one and the same instrument.
2.2
Counterparts. This Amendment may be executed in two or more
counterparts, and by different parties on separate counterparts, each of which
shall be an original, but all of which shall constitute one and the same
instrument.
2.3
Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED THEREIN WITHOUT