INDEMNITY AGREEMENTIndemnity Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions • Arizona
This Indemnity Agreement, dated as of , 2010 (this “Agreement”), is made by and between DT Acceptance Corporation, an Arizona corporation (the “Company”), and (the “the Indemnitee”).
AMENDMENT NO. 2 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • March 29th, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
This LOAN AND SERVICING AGREEMENT dated as of December 28, 2011, is by and among DT WAREHOUSE, LLC, a Delaware limited liability company, as Borrower, DT CREDIT COMPANY, LLC, an Arizona limited liability company, as Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Backup Servicer, Paying Agent and Securities Intermediary, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as Conduit Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Managing Agents, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Program Agent for the Conduit Lenders and the Committed Lenders. Capitalized terms used herein shall have the meanings specified in Section 1.01.
OPERATING AGREEMENT OF DT JET LEASING, LLCOperating Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions • Arizona
THIS OPERATING AGREEMENT (“Agreement”) is made and entered into as of this 6th day of October, 2009, by and among DT JET LEASING, LLC, an Arizona manager-managed limited liability company (the “Company”); DT CREDIT CORPORATION, an Arizona corporation, as the sole member of the Company (the “Sole Member”); and DT CREDIT CORPORATION, an Arizona corporation, as the manager of the Company (the “Manager”).
EXECUTIVE BONUS AGREEMENTExecutive Bonus Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions
THIS EXECUTIVE BONUS AGREEMENT (the “Agreement”) is entered into as of July 13, 2005, by DriveTime Automotive Group, Inc. (“DTAG”) and DT Acceptance Corporation (“DTAC”) (collectively the “Company”) and Jon Ehlinger (the “Employee”).
DT ACCEPTANCE CORPORATION DRIVETIME AUTOMOTIVE GROUP, INC. $49,000,000 12.625% Senior Secured Notes due 2017 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2011 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
Verde Investments, Inc. (the “Selling Securityholder”), an affiliate of DT Acceptance Corporation, an Arizona corporation (“DTAC”) and DriveTime Automotive Group, Inc., a Delaware corporation (“DTAG” and together with DTAC, the “Issuers”) is selling to RBS Securities Inc., as the Initial Purchaser, upon the terms set forth in the Purchase Agreement dated June 1, 2011, by and among the Issuers, the Selling Securityholder, the Initial Purchaser and the subsidiary guarantors (the “Subsidiary Guarantors”) named therein (the “Purchase Agreement”) $49,000,000 aggregate principal amount of the Issuers’ 12.625% Senior Secured Notes due 2017 (the “Notes”). The Notes were issued by the Issuers (each, a “Note” and collectively the “Notes”) under an indenture dated as of June 4, 2010 (the “Indenture”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Issuers and the Subsidiary Guarantors listed in the signature pages hereto agree with the Initial Purchaser, for t
Confidential information in this Amended and Restated Loan and Servicing Agreement has been omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment RequestLoan and Servicing Agreement • March 29th, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
This AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, dated as of December 31, 2012 is among DT WAREHOUSE II, LLC, a Delaware limited liability company, as Borrower, DT CREDIT COMPANY, an Arizona limited liability company, as Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary, and SANTANDER CONSUMER USA INC., as Lender and Backup Servicer. Capitalized terms used herein shall have the meanings specified in Section 1.01.
FIRST AMENDMENT TO EXECUTIVE BONUS AGREEMENT (DTAC and DTAG)Executive Bonus Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions • Arizona
This Amendment is effective as of the 1st day of January, 2009 by and among DT Acceptance Corporation (“DTAC”) and DriveTime Automotive Group, Inc. (“DTAG”) (collectively, the “Company”) and Jon Ehlinger (the “Employee”).
FIRST AMENDMENT TO EXECUTIVE BONUS AGREEMENT (DTAC and DTAG)Executive Bonus Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions • Arizona
This Amendment is effective as of the 1st day of January, 2009 by and among DT Acceptance Corporation (“DTAC”) and DriveTime Automotive Group, Inc. (“DTAG”) (collectiveIy, the “Company”) and Al Appelman (the “Employee”).
FIRST AMENDMENT TO EXECUTIVE BONUS AGREEMENT (DTAC and DTAG)Executive Bonus Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions
This Amendment is effective as of the 1st day of January, 2009 by and among DT Acceptance Corporation (“DTAC”) and DriveTime Automotive Group, Inc. (“DTAG”)(collectively, the “Company”) and Mark Sauder (the “Employee”).
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of August 10, 2009 DRIVETIME AUTOMOTIVE GROUP, INC., DRIVETIME SALES AND FINANCE CORPORATION, DRIVETIME CAR SALES, INC., as the Borrowers, MANHEIM AUTOMOTIVE FINANCIAL SERVICES, INC., and...Loan and Security Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions • New York
This Third Amended and Restated Loan and Security Agreement, dated as of August 10, 2009, is entered into by and among DriveTime Automotive Group, Inc. (“DriveTime”), a Delaware corporation, DriveTime Sales and Finance Corporation (“DriveTime Sales”), an Arizona corporation, and DriveTime Car Sales, Inc. (“Car Sales”), an Arizona corporation (each a “Borrower” and collectively the “Borrowers”), Santander Consumer USA Inc., an Illinois corporation (“SCUSA”), as a lender, and as the agent for the Lenders (the “Agent”), and Manheim Automotive Financial Services, Inc. (“MAFS”), a Delaware corporation, as a lender (each a “Lender” and collectively the “Lenders”). The obligations of the Borrowers to the Lenders under this Agreement are the joint and several liability of each Borrower. In consideration of the mutual covenants and agreements contained herein, the Borrowers and the Lenders agree as follows:
AMENDMENT NO. 1 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions • New York
This AMENDMENT NO. 1 TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of June 15, 2010, is executed by and among DT WAREHOUSE II, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), DT CREDIT COMPANY, LLC, an Arizona limited liability company (“DTCC”), as servicer (in such capacity, the “Servicer”), SANTANDER CONSUMER USA INC., as Lender and Backup Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary (the “Paying Agent”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Loan and Servicing Agreement” (defined below).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 6th, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • Arizona
This Membership Interest Purchase Agreement (“Agreement”) is dated as of December 5, 2013, by and between each of Ernest C. Garcia II, Ernest C. Garcia III Multi-Generational Trust III, Ernest Irrevocable 2004 Trust III and Raymond C. Fidel (each, a “Buyer”), GFC Lending, LLC (f/k/a Go Financial Company, LLC), an Arizona limited liability company (the “Company”) and DT Acceptance Corporation, an Arizona corporation (“Seller”). The Buyers and Seller are referred to collectively herein as the “Parties” and individually as a “Party.”
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).
AMENDMENT NO. 2 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions • New York
This AMENDMENT NO. 2 TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of July 23, 2010, is executed by and among DT WAREHOUSE II, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), DT CREDIT COMPANY, LLC, an Arizona limited liability company (“DTCC”), as servicer (in such capacity, the “Servicer”), SANTANDER CONSUMER USA INC., as Lender and Backup Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary (the “Paying 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. 4 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions • New York
This AMENDMENT NO. 4 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 9, 2010, is entered into by and among DriveTime Automotive Group, Inc., a Delaware corporation (“DriveTime”), DriveTime Sales and Finance Company, LLC, an Arizona limited liability company (“DriveTime Sales”), as successor in interest to DriveTime Sales and Finance Corporation, DriveTime Car Sales Company, LLC, an Arizona limited liability company (“Car Sales”), as successor in interest to DriveTime Car Sales, Inc. (each a “Borrower” and collectively, the “Borrowers”), and Santander Consumer USA Inc., an Illinois corporation, as a lender, and as the agent for the Lenders (“SCUSA” or the “Agent”), and Manheim Automotive Financial Services, Inc., a Delaware corporation, as a lender (“MAFS” and, together with the Agent, the “Lenders” and each a “Lender”).
AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions • New York
This AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of October 20, 2009, is entered into by and among DriveTime Automotive Group, Inc. (“DriveTime”), a Delaware corporation, DriveTime Sales and Finance Corporation (“DriveTime Sales”), an Arizona corporation, DriveTime Car Sales, Inc. (“Car Sales”), an Arizona corporation (each a “Borrower” and collectively, the “Borrowers”), Santander Consumer USA Inc., an Illinois corporation (“SCUSA”), as a lender, and as the agent for the Lenders (the “Agent”), and Manheim Automotive Financial Services, Inc. (“MAFS”), a Delaware corporation, as a lender (each a “Lender” and collectively the “Lenders”).
AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions • New York
This AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 30, 2009, is entered into by and among DriveTime Automotive Group, Inc. (“DriveTime”), a Delaware corporation, DriveTime Sales and Finance Corporation (“DriveTime Sales”), an Arizona corporation, DriveTime Car Sales, Inc. (“Car Sales”), an Arizona corporation (each a “Borrower” and collectively, the “Borrowers”), Santander Consumer USA Inc., an Illinois corporation (“SCUSA”), as a lender, and as the agent for the Lenders (the “Agent”), and Manheim Automotive Financial Services, Inc. (“MAFS”), a Delaware corporation, as a lender (each a “Lender” and collectively the “Lenders”).
AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions • New York
This AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 4, 2010, is entered into by and among DriveTime Automotive Group, Inc., a Delaware corporation (“DriveTime”), DriveTime Sales and Finance Company, LLC, an Arizona limited liability company (“DriveTime Sales”), as successor in interest to DriveTime Sales and Finance Corporation, DriveTime Car Sales Company, LLC, an Arizona limited liability company (“Car Sales”), as successor in interest to DriveTime Car Sales, Inc. (each a “Borrower” and collectively, the “Borrowers”), and Santander Consumer USA Inc., an Illinois corporation, as a lender, and as the agent for the Lenders (“SCUSA” or the “Agent”), and Manheim Automotive Financial Services, Inc., a Delaware corporation, as a lender (“MAFS” and, together with the Agent, the “Lenders” and each a “Lender”).
AMENDMENT NO. 1 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions • New York
All information set forth herein and delivered pursuant to the Agreement for the Accounting Period listed above is complete and accurate.
DRIVETIME AUTOMOTIVE GROUP, INC. and DT ACCEPTANCE CORPORATION as Issuers the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee and Collateral Agent Indenture Dated as of June 4, 2010 Senior Secured Notes Due 2017Indenture • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions • New York
AMENDMENT NO. 5 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 4th, 2010 • DT Acceptance Corp • Personal credit institutions • New York
This AMENDMENT NO. 5 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 9, 2010, is entered into by and among DriveTime Automotive Group, Inc., a Delaware corporation (“DriveTime”), DriveTime Sales and Finance Company, LLC, an Arizona limited liability company (“DriveTime Sales”), as successor in interest to DriveTime Sales and Finance Corporation, DriveTime Car Sales Company, LLC, an Arizona limited liability company (“Car Sales”), as successor in interest to DriveTime Car Sales, Inc. (each a “Borrower” and collectively, the “Borrowers”), and Santander Consumer USA Inc., an Illinois corporation, as a lender, and as the agent for the Lenders (“SCUSA” or the “Agent”), and Manheim Automotive Financial Services, Inc., a Delaware corporation, as a lender (“MAFS” and, together with the Agent, the “Lenders” and each a “Lender”).
LOAN AND SECURITY AGREEMENT Dated as of November 20, 2012Loan and Security Agreement • March 29th, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
This Loan and Security Agreement, dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among DT Funding, LLC, a Delaware limited liability company, as borrower (the “Borrower”), DT Credit Company, LLC, an Arizona limited liability company (“DTCC”), as servicer (the “Servicer”), the Lenders from time to time parties hereto (the “Lenders”), Wells Fargo Securities, LLC, as administrative agent for the Lenders (the “Administrative Agent”), and Wells Fargo Bank, National Association, as collateral custodian (the “Collateral Custodian”) and backup servicer (the “Backup Servicer”).
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations
This Amendment No. 3, dated as of May 10, 2013 (this “Amendment”), is among DT Warehouse V, LLC, as borrower (the “Borrower”), DT Credit Company, LLC, as servicer (the “Servicer”), Wells Fargo Bank, National Association, as lender (the “Lender”), Wells Fargo Securities, LLC, as administrative agent (the “Administrative Agent”), and Wells Fargo Bank, National Association, as collateral custodian (in such capacity, the “Collateral Custodian”) and backup servicer (in such capacity, the “Backup Servicer”), and relates to the Loan and Security Agreement, dated as of December 23, 2011, as amended by Amendment No. 1 to Loan and Security Agreement, dated as of December 11, 2012 and Amendment No. 2 to Loan and Security Agreement, dated as of March 15, 2013 (collectively, the “Original Loan Agreement” and, as amended by this Amendment, the “Loan Agreement”), in each case among the parties hereto.
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. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 13th, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations
This Amendment No. 2, dated as of March 15, 2013 (this “Amendment”), is among DT Warehouse V, LLC, as borrower (the “Borrower”), DT Credit Company, LLC, as servicer (the “Servicer”), Wells Fargo Bank, National Association, as lender (the “Lender”), Wells Fargo Securities, LLC, as administrative agent (the “Administrative Agent”), and Wells Fargo Bank, National Association, as collateral custodian (in such capacity, the “Collateral Custodian”) and backup servicer (in such capacity, the “Backup Servicer”), and relates to the Loan and Security Agreement, dated as of December 23, 2011, as amended by Amendment No. 1 to Loan and Security Agreement, dated as of December 11, 2012 (the “Original Loan Agreement” and, as amended by this Amendment, the “Loan Agreement”), in each case among the Borrower, the Servicer, the Lender, the Administrative Agent, the Collateral Custodian and the Backup Servicer.
Confidential information in this Amendment No. 2 to Loan and Servicing Agreement has been omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request. AMENDMENT NO. 2 TO LOAN AND SERVICING...Loan and Servicing Agreement • November 14th, 2011 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 2 TO LOAN AND SERVICING AGREEMENT, dated as of September 19, 2011 (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”), WINDMILL FUNDING CORPORATION, as Conduit Lender 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).
AMENDMENT NO. 5 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • May 13th, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 5 TO LOAN AND SERVICING AGREEMENT, dated as of March 13, 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).
AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 6th, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations
This Amendment No. 4, dated as of December 2, 2013 (this “Amendment”), is among DT Warehouse V, LLC, as borrower (the “Borrower”), DT Credit Company, LLC, as servicer (the “Servicer”), Wells Fargo Bank, National Association, as lender (the “Lender”), Wells Fargo Securities, LLC, as administrative agent (the “Administrative Agent”), and Wells Fargo Bank, National Association, as collateral custodian (in such capacity, the “Collateral Custodian”) and backup servicer (in such capacity, the “Backup Servicer”), and relates to the Loan and Security Agreement, dated as of December 23, 2011, as amended by Amendment No. 1 to Loan and Security Agreement, dated as of December 11, 2012, Amendment No. 2 to Loan and Security Agreement, dated as of March 15, 2013, and Amendment No. 3 to Loan and Security Agreement, dated as of May 10, 2013 (collectively, the “Original Loan Agreement” and, as amended by this Amendment, the “Loan Agreement”), in each case among the parties hereto.
AMENDMENT NO. 6 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • May 13th, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 6 TO LOAN AND SERVICING AGREEMENT, dated as of March 26, 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).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • November 14th, 2011 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
This Guaranty and Security Agreement, dated as of October 28, 2011, is entered into by and among DT ACCEPTANCE CORPORATION (“DTAC”), an Arizona corporation, GFC LENDING, LLC (f/k/a Go Financial Company, LLC) (“GFCL”), an Arizona limited liability company, DT CREDIT COMPANY, LLC (“DTCC”), an Arizona limited liability company, DT JET LEASING, LLC (“DTJL”), an Arizona limited liability company (each, a “Guarantor” and collectively, the “Guarantors”), and WELLS FARGO BANK, N.A., a national banking association (“WFBNA”), in its capacity as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”).
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • November 14th, 2011 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, dated as of September 19, 2011 (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 AG, NEW YORK BRANCH, as Program Agent for the Conduit Lenders and the Committed Lenders and as sole Managing Agent and sole Committed Lender, and MONTEREY FUNDING LLC, as a Conduit Lender. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Loan and Servicing Agreement” (defined below).
DriveTime Letterhead] May 1, 2013Pledge Agreement • August 9th, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations
FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of October 28, 2011 DRIVETIME AUTOMOTIVE GROUP, INC.; DRIVETIME SALES AND FINANCE COMPANY, LLC; DRIVETIME CAR SALES COMPANY, LLC; AND DRIVETIME OHIO COMPANY, LLC, AS THE BORROWERS, WELLS...Loan and Security Agreement • November 14th, 2011 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
This Fourth Amended and Restated Loan and Security Agreement, dated as of October 28, 2011, is entered into by and among DRIVETIME AUTOMOTIVE GROUP, INC. (“DriveTime”), a Delaware corporation, DRIVETIME SALES AND FINANCE COMPANY, LLC (“DriveTime Sales”), an Arizona limited liability company, and DRIVETIME CAR SALES COMPANY, LLC (“Car Sales”), an Arizona limited liability company, DRIVETIME OHIO COMPANY, LLC (“DriveTime Ohio”), 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 for the Lenders (the “Agent”), SANTANDER CONSUMER USA INC., an Illinois corporation (together with its successors and assigns, “SCUSA”), as a lender, and MANHEIM AUTOMOTIVE FINANCIAL SERVICES, INC., a Delaware corporation (together with its successors and assigns, “MAFS”), as a lender (WFBNA, SCUSA and MAFS referred to herein i
Confidential information in this Amendment No. 5 to Loan and Servicing Agreement has been omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request. AMENDMENT NO. 5 TO LOAN AND SERVICING...Loan and Servicing Agreement • November 14th, 2011 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 5 TO LOAN AND SERVICING AGREEMENT, dated as of September 19, 2011 (this “Amendment”), is executed by and among DT WAREHOUSE III, 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 UBS REAL ESTATE SECURITIES INC., as Program Agent for the Conduit Lenders and the Committed Lenders (“Program Agent”) and as sole Managing Agent and sole Commitment Lender. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Loan and Servicing Agreement” (defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • May 13th, 2013 • DT Acceptance Corp • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, dated as of February 14, 2013 (this “Amendment”), is executed by and among DT WAREHOUSE II, LLC, a Delaware limited liability company, as Borrower, DT CREDIT COMPANY, LLC, an Arizona limited liability company, as Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary, and SANTANDER CONSUMER USA INC., as Lender and Backup Servicer. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Loan and Servicing Agreement” (defined below).
