AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT

EXECUTION COPY

AMENDMENT NO. 3 TO
LOAN AND SECURITY AGREEMENT

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”), Xxxxx Fargo Bank, National Association, as lender (the “Lender”), Xxxxx Fargo Securities, LLC, as administrative agent (the “Administrative Agent”), and Xxxxx 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.

Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Original Loan Agreement.

RECITALS

WHEREAS, the parties hereto desire to amend various provisions of the Original Loan Agreement on the terms and in the manner set forth herein.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.01 Amendments.

(a)Clause (iii) in Section 7.3(d) of the Original Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

(iii) the aggregate proceeds from the sale to such Affiliates of repossessed Financed Vehicles not sold through auction securing any Pledged Contract in any calendar month does not exceed 20% of the aggregate proceeds from the sale of all repossessed Financed Vehicles securing any Pledged Contract.

(b) Subclause (i) in Clause (h) in Schedule A Eligible Contract Criteria of the Original Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

(i) has an original term to maturity that is not less than twelve (12) months and does not exceed sixty-two (62) months, or such other period as may be agreed to from time to time by the Borrower and the Administrative Agent, provided that for Contracts as to which the Obligor has an Obligor Rating of (A) “A” or “B” the original term to maturity is not less than twelve (12) months and does not exceed seventy-two (72)

months and (B) “C” the original term to maturity is not less than twelve (12) months and does not exceed sixty-eight (68) months,

(c) Subclause (ii)(C) in Clause (w) in Schedule A Eligible Contract Criteria of the Original Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

(C)(ii) the aggregate proceeds from the sale to such Affiliates of repossessed Financed Vehicles not sold through auction securing any Pledged Contract in any calendar month does not exceed 20% of the aggregate proceeds from the sale of all repossessed Financed Vehicles securing the Pledged Contracts.

Section 1.02 Representation and Warranties.

(a) Each of the Borrower and the Servicer represents and warrants to the other parties hereto as of the date hereof that (i) each of its representations and warranties set forth in the Original Loan Agreement is true and correct in all material respects as if made on the date hereof (except to the extent any such representation and warranty expressly refers to an earlier date) and (ii) upon the effectiveness of this Amendment, no Termination Event has occurred and is continuing.

(b) Each of the Borrower and the Servicer by executing this Amendment hereby represents and warrants that (i) the individual executing this Amendment on behalf of such party is duly authorized to do so, (ii) such party has full right and authority to enter into this Amendment and to consummate the transactions described in this Amendment and (iii) each of this Amendment, the Original Loan Agreement and the Loan Agreement constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms.

Section 1.03 Conditions to Effectiveness. This Amendment shall become effective immediately when the parties hereto shall have received an executed counterpart of this Amendment.

Section 1.04 Waiver of Notice. The parties hereto waive any notices required under the Original Loan Agreement in connection with this Amendment.

Section 1.05 Full Force and Effect.

(a) Except as hereby modified pursuant to this Amendment, the Original Loan Agreement shall continue in full force and effect and is hereby ratified and confirmed by each of the Borrower and the Servicer in all respects. The Original Loan Agreement and each of the other Transaction Documents, taken together, constitute and contain the entire agreement of the parties hereto and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof and thereof. Each of the Borrower and the Servicer understands that in the event of any subsequent litigation, controversy or dispute concerning any of the terms,

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conditions or provisions of this Amendment, it shall not be entitled to offer or introduce into evidence any oral promises or oral agreements between the parties relating to the subject matter of this Amendment not included or referred to herein and not reflected by a writing included or referred to herein.

(b) The execution and delivery of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Lender under the Original Loan Agreement or any of the other Transaction Documents.

Section 1.06 GOVERNING LAW. THE PROVISIONS RELATING TO GOVERNING LAW CONTAINED IN SECTION 15.6 OF THE ORIGINAL LOAN AGREEMENT SHALL APPLY TO THIS AMENDMENT.

Section 1.07 Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers or managers thereunto duly authorized, as of the date first above written.

DT WAREHOUSE V, LLC, as Borrower

By: /s/Xxx Xxxxxxxx

Name: Xxx Xxxxxxxx
Title: Secretary

DT CREDIT COMPANY, LLC,
as Servicer

By: /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx
Title: President and Manager

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XXXXX FARGO SECURITIES, LLC, as Administrative Agent

By: /s/ Xxxx Xxxxx Xxxxxxxx

Name: Xxxx Xxxxx Xxxxxxxx
Title: Vice President

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Backup Servicer and Collateral Custodian

By: /s/ Xxxxxxx X. Xxxxx

Name: Xxxxxxx X. Xxxxx
Title: Vice President

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Lender

By: /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx
Title: Director

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