ContractSecurity Agreement • October 3rd, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations
SUPPLEMENT NO. 3 dated as of September 27, 2013 (this “Supplement”), to the Security Agreement dated as of June 4, 2010 (as amended, supplemented or otherwise modified from time to time the “Security Agreement”), among DriveTime Automotive Group, Inc., a Delaware corporation (“DTAG”), DT Acceptance Corporation, an Arizona corporation (“DTAC” and together with DTAG the “Issuers”), DriveTime Car Sales Company, LLC, an Arizona limited liability company (the “Secured Guarantor” and together with the Issuers, the “Grantors” and each a “Grantor”) and Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement).
JOINDER AGREEMENTJoinder Agreement • October 3rd, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
This JOINDER AGREEMENT, dated as of September 27, 2013 (the “Joinder”), is made by Driver’s Seat, LLC, a Delaware limited liability company (the “Additional Borrower”), DriveTime Automotive Group, Inc., (“DriveTime”), a Delaware corporation, DriveTime Sales and Finance Company, LLC (“DriveTime Sales”), an Arizona limited liability company, DriveTime Car Sales Company, LLC (“Car Sales”), an Arizona limited liability company, DriveTime Ohio Company, LLC (“DriveTime Ohio”), an Arizona limited liability company and Carvana LLC (“Carvana”), an Arizona limited liability company (each a “Borrower” and collectively the “Borrowers”), and Wells Fargo Bank, N.A., a national banking association (together with its successors and assigns, “WFBNA”), as the lead lender, and as the agent (the “Agent”) for the Lenders (as hereinafter defined).
AMENDMENT NO. 3 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • October 3rd, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 3 TO LOAN AND SERVICING AGREEMENT, effective as of October 2, 2013 (this “Amendment”), is executed by and among DT WAREHOUSE, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), DT CREDIT COMPANY, LLC, an Arizona limited liability company, as servicer (in such capacity, the “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Backup Servicer, Paying Agent and Securities Intermediary, DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Committed Lender and DEUTSCHE BANK AG, NEW YORK BRANCH, as Program Agent for the Conduit Lenders and the Committed Lenders and as a Managing Agent. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Loan and Servicing Agreement” (defined below).
AMENDMENT NO. 8 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • October 3rd, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 8 TO LOAN AND SERVICING AGREEMENT, dated as of September 30, 2013 (this “Amendment”), is executed by and among DT WAREHOUSE IV, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), DT CREDIT COMPANY, LLC, an Arizona limited liability company, as servicer (in such capacity, the “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Backup Servicer, Paying Agent and Securities Intermediary (“Paying Agent”), and THE ROYAL BANK OF SCOTLAND PLC, as Program Agent for the Conduit Lenders and the Committed Lenders (“Program Agent”) and as sole Managing Agent and sole Committed Lender. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Loan and Servicing Agreement” (defined below).
