UACC AUTO FINANCING TRUST V, as Borrower, UNITED AUTO CREDIT CORPORATION, as Servicer and Custodian, [***], as Backup Servicer and Account Bank, the LENDERS from time to time parties hereto, and [***], as Administrative Agent

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UACC AUTO FINANCING TRUST V,
as Borrower,

UNITED AUTO CREDIT CORPORATION,

as Servicer and Custodian,

[***],
as Backup Servicer and Account Bank,

the LENDERS

from time to time parties hereto,

and

[***],
as Administrative Agent

Table of Contents

Page

ARTICLE ONE DEFINITIONS; CONSTRUCTION

Section 1.01. Definitions

Section 1.02. Accounting Terms and Determinations

Section 1.03. Computation of Time Periods

Section 1.04. Interpretation

ARTICLE TWO LOANS

Section 2.01. Loans

Section 2.02. Funding Mechanics

Section 2.03. Reductions of Commitments

Section 2.04. Extensions of Commitments

Section 2.05. The Notes

Section 2.06. Optional Principal Repayments; Interpayments

Section 2.07. Payments

Section 2.08. Settlement Procedures

Section 2.09. Mandatory Payments

Section 2.10. Payments, Computations, Etc.

Section 2.11. Collections and Allocations; Investment of Funds

Section 2.12. Fees

Section 2.13. Increased Costs; Capital Adequacy; Illegality; Rating Requests

Section 2.14. Taxes

Section 2.15. Securitizations.

Section 2.16. Sharing of Payments, Etc.

Section 2.17. The Account Bank

Section 2.18. Benchmark Replacement Setting

ARTICLE THREE SECURITY

Section 3.01. Collateral and Back-Up Collateral

Section 3.02. Release of Collateral; No Legal Title

Section 3.03. Protection of Security Interest; Administrative Agent, as Attorney-in-Fact

Section 3.04. Assignment of the Purchase Agreement

Section 3.05. Waiver of Certain Laws

ARTICLE FOUR CONDITIONS OF CLOSING AND LOANS

Section 4.01. Conditions to Closing and Initial Loan

Section 4.02. Conditions Precedent to All Loans

ARTICLE FIVE REPRESENTATIONS AND WARRANTIES

Section 5.01. Representations and Warranties of the Borrower

Section 5.02. Representations and Warranties of the Borrower Relating to this Agreement and the Receivables

Section 5.03. Representations and Warranties of the Servicer

Page

Section 5.04. Retransfer of Certain Receivables

Section 5.05. Representations and Warranties of the Backup Servicer

ARTICLE SIX COVENANTS

Section 6.01. Affirmative Covenants of the Borrower

Section 6.02. Negative Covenants of the Borrower

Section 6.03. Covenant of the Borrower Relating to Hedge Transactions

Section 6.04. Affirmative Covenants of the Servicer

Section 6.05. Negative Covenants of the Servicer

ARTICLE SEVEN ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 7.01. Designation of Servicing

Section 7.02. Servicing Compensation

Section 7.03. Duties of the Servicer

Section 7.04. Collection of Payments

Section 7.05. Payment of Certain Expenses by Servicer

Section 7.06. Reports

Section 7.07. Due Diligence

Section 7.08. Annual Statement as to Compliance

Section 7.09. Annual Independent Public Accountant’s Reports

Section 7.10. Rights Prior to Assumption of Duties by the Backup Servicer or Designation of Successor Servicer

Section 7.11. Rights After Assumption of Duties by Backup Servicer or Designation of Successor Servicer; Liability

Section 7.12. Limitation on Liability of the Servicer and Others

Section 7.13. The Servicer Not to Resign

Section 7.14. Servicer Termination Events

Section 7.15. Appointment of Successor Servicer

Section 7.16. Merger or Consolidation, Assumption of Obligations or Resignation of the Servicer

Section 7.17. Responsibilities of the Borrower

Section 7.18. Custody of Receivable Files.

Section 7.19. Duties of Custodian

Section 7.20. Certain Duties for Electronic Contracts

ARTICLE EIGHT THE BACKUP SERVICER

Section 8.01. Designation of the Backup Servicer

Section 8.02. Duties of the Backup Servicer

Section 8.03. Backup Servicing Compensation

Section 8.04. Backup Servicer Removal

Section 8.05. Backup Servicer Not to Resign

Section 8.06. Monthly Backup Servicer Certificate

Section 8.07. Covenants of the Backup Servicer

ARTICLE NINE TERMINATION EVENTS

Section 9.01. Termination Events

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Page

Section 9.02. Actions Upon Occurrence of the Termination Event

Section 9.03. Exercise of Remedies

Section 9.04. Waiver of Certain Laws

Section 9.05. Power of Attorney

ARTICLE TEN INDEMNIFICATION

Section 10.01. Indemnities by the Borrower and UACC

ARTICLE ELEVEN THE ADMINISTRATIVE AGENT

Section 11.01. Authorization and Action

Section 11.02. Delegation of Duties

Section 11.03. Exculpatory Provisions

Section 11.04. Reliance

Section 11.05. Non-Reliance on Administrative Agent and Other Lenders

Section 11.06. Indemnification

Section 11.07. Administrative Agent in its Individual Capacity

Section 11.08. Successor Agents

ARTICLE TWELVE ASSIGNMENTS; PARTICIPATIONS

Section 12.01. Assignments and Participations

ARTICLE THIRTEEN MUTUAL COVENANTS REGARDING CONFIDENTIALITY

Section 13.01. Covenants of the Borrower, the Servicer, the Backup Servicer, the Account Bank and the Custodian

Section 13.02. Covenants of the Administrative Agent and the Lenders

Section 13.03. Non-Confidentiality of Tax Treatment and Tax Structure

ARTICLE FOURTEEN MISCELLANEOUS

Section 14.01. Amendments and Waivers

Section 14.02. Notices, Etc.

Section 14.03. No Waiver, Rights and Remedies

Section 14.04. Binding Effect

Section 14.05. Term of this Agreement

Section 14.06. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO VENUE

Section 14.07. WAIVER OF JURY TRIAL

Section 14.08. Costs and Expenses

Section 14.09. No Insolvency Proceedings

Section 14.10. Recourse Against Certain Parties

Section 14.11. Limitations on Consequential, Indirect and Certain Other Damages

Section 14.12. AML Law Compliance

Section 14.13. Execution in Counterparts; Severability; Integration

Section 14.14. Limitation of Liability of Owner Trustee

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Page

SCHEDULES

Schedule A – Representations and Warranties Regarding Security Interest SA-1

Schedule B – Eligible Receivable Criteria SB-1

Schedule C – Schedule of Receivables SC-1

Schedule D – Location of Receivable Files SD-1

Schedule E – [***] SE-1

EXHIBITS

Exhibit A – Form of Funding Request A-1

Exhibit B – Form of Note B-1

Exhibit C – Form of Assignment and Acceptance C-1

Exhibit D – Credit and Collection Policy D-1

Exhibit E – Form of Power of Attorney E-1

Exhibit F – [***] F-1

Exhibit G – Form of Release of Documents G-1

Exhibit H – Form of Receivable Receipt H-1

Exhibit I – Form of Securitization Release I-1

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AMENDED AND RESTATED WAREHOUSE AGREEMENT

This Amended and Restated Warehouse Agreement, dated as of March 29, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is by and among UACC Auto Financing Trust V, a Delaware statutory trust, as borrower (the “Borrower”), United Auto Credit Corporation, a California corporation (“UACC”), as servicer (in such capacity, the “Servicer”) and as custodian (in such capacity, the “Custodian”), [***] (“[***]”), as backup servicer (in such capacity, the “Backup Servicer”), and as account bank (in such capacity, the “Account Bank”), the lenders from time to time parties hereto (the “Lenders”), and [***], as administrative agent for the Lenders and as agent for the Secured Parties (as defined herein) (the “Administrative Agent”), and amends and restates in its entirety the Warehouse Agreement, dated as of July 11, 2019 (as amended by Amendment No. 1 thereto dated as of March 11, 2020, Amendment No. 2 thereto dated as of April 27, 2020 and Amendment No. 3 thereto dated as of October 5, 2020, the “Existing Agreement”) among the foregoing parties. This Agreement shall not constitute a novation of the obligations and liabilities existing under the Existing Agreement or evidence payment of all or any of such obligations and liabilities.

W I T N E S S E T H:

WHEREAS, the Borrower was formed for the purpose of taking assignments of, and holding, various assets, including motor vehicle finance contracts, amounts received on or in respect of such finance contracts and proceeds of the foregoing;

WHEREAS, the Borrower has requested that the Lenders make loans to the Borrower from time to time, the proceeds of which will be used to finance the purchase price of motor vehicle retail installment contracts as described herein; and

WHEREAS, the Lenders have agreed to make such loans to the Borrower and [***] has agreed to act as Backup Servicer and Account Bank, in each case upon the terms and subject to the conditions 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, effective as of the Restatement Closing Date, as follows:

“Account Bank” has the meaning given to such term in the Preamble.

“Account Bank Fee” means $[***] per month.

“Account Collateral” means, with respect to each Account, such Account, together with all cash, securities, financial assets (as defined in Section 8-102(a)(9) of the UCC) and investments

and other property from time to time deposited or credited to such Account and all proceeds thereof.

“Account Control Agreement” means the Controlled Accounts Control Agreement relating to the Collection Account and the Reserve Account, dated as of the Closing Date, among the Borrower, the Servicer, the Administrative Agent and the Account Bank.

“Account(s)” means the Collection Account, the Local Bank Account, the Reserve Account and the Hedge Collateral Account.

“Acquired Portfolio Receivables” means Receivables purchased by UACC pursuant to a sale and purchase agreement that is approved by the Administrative Agent. For the avoidance of doubt, Acquired Portfolio Receivables shall include any Receivables that were previously pledged by UACC or any Affiliate thereof to another lender or collateral agent pursuant to another credit facility or to a trustee or collateral agent pursuant to a Securitization; provided, however that Repurchased UACST Receivables shall not constitute “Acquired Portfolio Receivables” for purposes of this Agreement.

“Additional Amount” has the meaning given to such term in Section 2.14(a).

“Administrative Agent” has the meaning given to such term in the Preamble.

“Advance Rate” means, with respect to any day, (i) so long as the Termination Date has not occurred and (a)(1) no Overcollateralization Increase Event has occurred or an Overcollateralization Increase Event has occurred that has been cured and (2) prior to the Commitment Termination Date, with respect to (A) an Acquired Portfolio Receivable, a percentage approved in writing by the Administrative Agent and (B) all Receivables other than an Acquired Portfolio Receivable, [***]% and (b)(1) an Overcollateralization Increase Event has occurred that has not been cured [***]%, or (ii) following the occurrence of the Termination Date, [***]%.

“Advisors” means accountants, attorneys, consultants, advisors, credit enhancers, liquidity providers and Persons similar to the foregoing and the respective directors, officers, employees and managers of each of the foregoing.

“Affected Party” has the meaning given to such term in Section 2.13(a).

“Affiliate” means, with respect to a Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” or “controlled” have meanings correlative to the foregoing.

“Aggregate Commitment” means, as of any day, the sum of the Commitments of each Lender.

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“Aggregate Net Principal Balance” means, as of any day, (i) the aggregate Net Principal Balance minus (ii) the Excess Concentration Amount.

“Aggregate Unpaids” means, as of any day, an amount equal to the sum of (i) the Loans Outstanding, (ii) all accrued but unpaid Interest and (iii) all Unused Fees and other Obligations owed (whether due or accrued) by the Borrower to the Secured Parties, the Backup Servicer, the Account Bank and the Custodian (if other than UACC) under this Agreement and the other Basic Documents.

“Agreement” has the meaning given to such term in the Preamble.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (i) [***], (ii) the NYFRB Rate in effect on such day plus [***]% and (iii) the applicable Term SOFR Reference Rate on the Reference Date with respect to such day plus [***]%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the applicable Term SOFR Reference Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Term SOFR Reference Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.11 (for the avoidance of doubt, only until the earlier to occur of (a) any amendment relating to the Alternate Base Rate becoming effective pursuant to Section 14.01 and (b) the occurrence of a Benchmark Transition Date with respect to the then-applicable Benchmark), then the Alternate Base Rate shall be the greater of the rate determined pursuant to clauses (i) and (ii) above and shall be determined without reference to clause (iii) above; provided that, if such Alternate Base Rate as so determined would be less than the Floor, such Alternate Base Rate will be deemed to be the Floor for the purposes of this Agreement and the other Basic Documents.

“Alternate Base Rate Loan” means a Loan that bears interest based on the Alternate Base Rate.

“AML Law” has the meaning given to such term in Section 14.12.

“Amortization Period” means the period commencing on the earlier to occur of (i) the Commitment Termination Date and (ii) the Termination Date, and ending on the Facility Termination Date.

“Amount Financed” means, with respect to a Receivable, the aggregate amount advanced under such Receivable toward the purchase price of the related Financed Vehicle and any related costs, including amounts advanced in respect of accessories, insurance premiums, service and warranty contracts, other items customarily financed as part of a Contract and related costs.

“Annual Percentage Rate” or “APR” means, with respect to a Receivable, the rate per annum of finance charges stated in such Receivable as the “annual percentage rate” (within the meaning of the Federal Truth-in-Lending Act). If, after the applicable Funding Date, the rate per annum with respect to a Receivable as of such Funding Date is reduced (i) as a result of an Insolvency Proceeding involving the related Obligor or (ii) pursuant to the Servicemembers Civil Relief Act or similar State law or any other Applicable Law, “Annual Percentage Rate” or “APR” shall refer to such reduced rate.

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“Annualized Default Ratio” means, with respect to any Payment Date and the related Collection Period, the product of (i) 12 and (ii) the percentage equivalent of a fraction, (a) the numerator of which equals the aggregate Principal Balance of all Receivables that became Defaulted Receivables during such Collection Period and (b) the denominator of which equals the aggregate Principal Balance of all Receivables as of the related Determination Date.

“Annualized Net Loss Ratio” means, with respect to any Payment Date and the related Collection Period, the product of (i) 12 and (ii) the percentage equivalent of a fraction, (a) the numerator of which equals the aggregate Net Losses for such Collection Period and (b) the denominator of which equals the aggregate Principal Balance of all Receivables as of the related Determination Date.

“Applicable Law” means, with respect to any Person, all existing and future applicable laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority (including usury laws, the Federal Truth in Lending Act, Regulation Z and Regulation B of the Consumer Financial Protection Bureau, the Securities Act, including Regulation AB, and the Exchange Act), and applicable judgments, decrees, injunctions, writs, orders or line actions of any court, arbitrator or other administrative, judicial or quasi-judicial tribunal or agency of competent jurisdiction.

“Applicable Margin” has the meaning given to such term in the Fee Letter.

“Assignment and Acceptance” means an assignment and acceptance agreement between a Lender and an Eligible Assignee, in substantially the form of Exhibit C hereto.

“Authoritative Copy” means, with respect to any Electronic Contract, a copy of such Contract that is unique, identifiable and, except as otherwise provided in Section 9-105 of the UCC, unalterable, and is marked “original” or has no watermark or other marking that would indicate that it is a “copy” or “duplicate” or not an original or not an “authoritative” copy.

“Authorized Officer” means, with respect to any Person other than a natural person, any officer of such Person, including any president, vice president, executive vice president, assistant vice president, treasurer, assistant treasurer, secretary or assistant secretary or any other officer performing functions similar to those performed by such officers.

“Authorized Representative” means, with respect to the Borrower, the president or any executive vice president of UACC, as attorney-in-fact for the Borrower.

“Available Amount” means, as of any day, the positive amount, if any, by which the Facility Amount exceeds the Loans Outstanding on such day.

“Available Funds” means, for any Payment Date and the related Collection Period, the sum of (i) Collections on deposit in the Collection Account, to the extent received during or in respect of the related Collection Period, (ii) any Reserve Account Withdrawal Amount, (iii) any Monthly Accrued Interest Payment Amount made by UACC pursuant to Section 6.04(o) and (iv) investments earnings pursuant to Section 2.11(f) in excess of the Reserve Account Required Amount described in Section 2.11(f).

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“Available Funds Shortfall” means, for any Payment Date and the related Collection Period, the positive excess, if any, of (i) the amount necessary to make all distributions required to be made pursuant to clauses (i) through (v) of Section 2.08 over (ii) Available Funds (without taking into account any Reserve Account Withdrawal Amount).

“Available Liquidity” means, as of any date of determination, the sum of (i) unrestricted cash and Cash Equivalents of the Parent and (ii) undrawn committed availability under the ▇▇▇▇▇▇▇ Capital Facility, in each case, to the extent not subject to any Lien or other restriction.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.18(d).

“Backup Servicer” has the meaning given to such term in the Preamble.

“Backup Servicer Termination Notice” has the meaning given to such term in Section 8.04.

“Backup Servicing Fee” means the fee payable to the Backup Servicer on each Payment Date in accordance with Section 2.12(b) in an amount equal to $[***] per month.

“Bankruptcy Code” means the United States Bankruptcy Code (Title 11 of the United States Code).

“Basel II” means the second Basel Accord issued by the Basel Committee on Banking Supervision.

“Basel III” means the third Basel Accord issued by the Basel Committee on Banking Supervision.

“Basic Documents” means this Agreement, each Note, the Purchase Agreement, each Transfer Agreement, the Fee Letter, the Intercreditor Agreement, the Intercreditor Party Supplement, the Trust Agreement, the Account Control Agreement, the ICA Account Control Agreement, the E-Vault Access Agreement (if any), the Electronic Collateral Control Agreement (if any), the Title Administrator Agreement (if any), all Hedging Agreements and any other document, certificate, opinion, agreement or writing the execution of which is necessary or incidental to carrying out the transactions contemplated by this Agreement or any of the other foregoing documents.

“Benchmark” means, initially, Term SOFR; provided, that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.18(a).

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“Benchmark Replacement” means with respect to any Benchmark Transition Event, the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time in the United States and (ii) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Basic Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (i) or (ii) with respect to any Benchmark upon the occurrence of the

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applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than [***] days after such statement or publication, the date of such statement or publication).

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“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.18 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.18.

“Benefit Plan” means (i) employee benefit plans (as defined in Section 3(3) of ERISA) that are subject to Title I of ERISA, (ii) plans described in Section 4975(e)(1) of the Code, including individual retirement accounts or ▇▇▇▇▇ Plans that are not exempt under Section 4975(g) of the Code and (iii) any entities whose underlying assets include plan assets by reason of a plan’s investment in such entities.

“Borrower” has the meaning given to such term in the Preamble.

“Borrower Basic Documents” means all Basic Documents to which the Borrower is a party or by which it is bound.

“Borrower Indemnified Amounts” has the meaning given to such term in Section 10.01(a).

“Borrower Indemnified Party” has the meaning given to such term in Section 10.01(a).

“Borrower’s Account” means the bank account of the Borrower, as notified to the Administrative Agent from time to time in writing by the Borrower, into which all Principal Amounts shall be deposited, which account, as of the Closing Date, is in the name UACC Auto Financing Trust V, at the Local Bank.

“Borrowing Base” means, as of any day, an amount equal to the lesser of (i) the product of the applicable Advance Rate and the Aggregate Net Principal Balance, and (ii) the Aggregate Commitment.

“Borrowing Base Deficiency” means the circumstance in which the Loans Outstanding exceed the Borrowing Base; provided that (a) a Borrowing Base Deficiency identified in a Monthly Report that is fully cured following the Settlement Procedures specified in Section 2.08 shall not constitute a Borrowing Base Deficiency as referenced in Section 9.01(a)(xxi), and (b) a Borrowing Base Deficiency identified as of the Restatement Closing Date and is cured on or before September 12, 2025 shall not constitute a Borrowing Base Deficiency as referenced in Section 9.01(a)(xxi).

“Breakage Costs” means such amount or amounts as shall compensate any Lender for any loss, cost or expense (but excluding lost profits) incurred by such Lender (as reasonably determined by such ▇▇▇▇▇▇) as a result of any prepayment of a Loan (and interest thereon).

“Business Day” means (i) any day other than a Saturday or a Sunday on which commercial banking institutions are not required or authorized to be closed in Los Angeles, California, New York, New York, Chicago, Illinois, Wilmington, Delaware or Minneapolis, Minnesota and (ii) if the term “Business Day” is used in connection with the Term SOFR Reference Rate, such day must also be a U.S. Government Securities Business Day.

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“Cash Equivalents” means (a) securities with maturities of [***] days or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and SOFR time deposits with maturities of [***] days or less from the date of acquisition and overnight bank deposits of any commercial bank having capital and surplus in excess of $[***], (c) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than [***]days with respect to securities issued or fully guaranteed or insured by the United States Government, (d) commercial paper of a domestic issuer rated at least A-1 or the equivalent thereof by Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business (“S&P”) or P-1 or the equivalent thereof by ▇▇▇▇▇’▇ Investors Service, Inc. (“▇▇▇▇▇’▇”) and in either case maturing within [***] days after the day of acquisition, (e) securities with maturities of [***] days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A2 by ▇▇▇▇▇’▇, (f) securities with maturities of [***] days or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition, (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition, (h) investments in money market or common trust funds having a rating from each of ▇▇▇▇▇’▇ and S&P in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby, or (i) undrawn commitments under other credit facilities of UACC or its consolidated subsidiaries (including the Other Warehouse Agreements) for which UACC or any such subsidiary can meet all conditions precedent to borrowing such amounts and for which the use of such amounts is unrestricted under such credit facilities.

“Certificate of Title” means, with respect to a Financed Vehicle, (i) the original certificate of title relating thereto, or copies of correspondence to the applicable Registrar of Titles, and all enclosures thereto, for issuance of the original certificate of title or (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 form or copies of correspondence to such applicable Registrar of Titles, and all enclosures thereto, for issuance of the original lien entry letter or form, which, in either case, shall name the related Obligor as the owner of such Financed Vehicle and the Originator, the Borrower or the Administrative Agent, as secured party.

“Certificate Registrar” has the meaning given to such term in the Trust Agreement.

“Change in Control” means (A) the failure (i) of Vroom, Inc. to own (directly or through wholly owned subsidiaries or other entities), free and clear of Liens, at least 51% of the outstanding voting interests of UACC, except in the event of an initial public offering of equity securities of UACC, or (ii) by UACC to own, directly or indirectly, all of the outstanding beneficial interests of the Borrower, or (B) any transaction or event as a result of which any Person or Persons who were not equity holders of Vroom, Inc. immediately prior to such transaction or event owns, directly or indirectly, more than 50% of the total voting power of the issued and outstanding voting stock of Vroom, Inc. (provided that a change in equity holders in connection with which the Controlling Person of both transferor and transferee stockholders is the same Person shall not be deemed a change in equity holders for purposes of this clause (B)).

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“Charged-off Receivable” means any Receivable or Serviced Portfolio Receivable required to be charged off in accordance with the Credit and Collection Policy.

“Closing Date” means July 11, 2019.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning given to such term in Section 3.01(a).

“Collateral Coverage Ratio” means, as of any day, the percentage equivalent of a fraction, the numerator of which equals all Loans Outstanding as of the last day of the most recent Collection Period minus any amounts to be distributed pursuant to Section 2.08(v) or Section 2.08(vi) on the related Payment Date and the denominator of which equals the Aggregate Net Principal Balance as of the last day of such Collection Period.

“Collection Account” means a segregated account established by the Servicer with the Account Bank, in the name of the Borrower, for the benefit of the Secured Parties, into which all Collections shall be deposited.

“Collection Period” means, with respect to any Payment Date, the immediately preceding calendar month, except for the first Payment Date, in which case such term means the period beginning on the initial Cutoff Date to and including the last day of July 2019.

“Collections” means, with respect to any Collection Period and the related Payment Date, (i) all cash collections or other cash proceeds of any Receivable received by the Borrower, the Servicer and the Backup Servicer in its capacity as Successor Servicer (including from the Originator or the Borrower) from or on behalf of any Obligor in payment of any amounts owed in respect of such Receivable, including all Release Amounts or Release Price amounts deposited in the Collection Account pursuant to Section 5.04, Insurance Proceeds, interest earnings in the Accounts and all Recoveries, (ii) any other funds received by the Servicer (including from the Originator or the Borrower) with respect to any Receivable (exclusive of ancillary fees and extension fees, which may be retained by the Servicer), Financed Vehicle or any other Collateral (iii) all payments received by or on behalf of the Borrower pursuant to any Hedging Agreement or Hedge Transaction and (iv) all amounts received by the Borrower or the Servicer as proceeds of Collateral sold pursuant to Section 9.02(b)(iv); in each case received and deposited during or in respect of such Collection Period or such Payment Date.

“Commitment” means, with respect to any Lender, the commitment of such Lender to fund Loans in an aggregate amount not to exceed the amount set forth below such Lender’s name on the signature pages of this Agreement, as such amount may be modified in accordance with the terms hereof.

“Commitment Proposed Extension Date” means the earlier of (i) a date no less than [***] days after the Closing Date or any date that the Commitment Termination Date is extended in accordance with Section 2.04 and (ii) each date upon which the Aggregate Commitment has been increased above $[***].

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“Commitment Termination Date” means the earlier of (i) August 28, 2026 or such later date to which the Commitment Termination Date may be extended in accordance with Section 2.04(a), (ii) the date on which a Commitment Termination Event occurs, and (iii) the Termination Date.

“Commitment Termination Event” means the earlier of (i) the failure of the Parent to maintain Available Liquidity equal to or greater than $[***], tested on a daily basis and as of any Determination Date, and (ii) the occurrence of any Servicer Termination Event or Termination Event. For the avoidance of doubt, a Commitment Termination Event shall not constitute a Termination Event unless and until a further event specified in Section 9.01(a) occurs.

“Committed Lender” means any Lender that is designated as a Committed Lender in the Assignment and Acceptance pursuant to which it became a party to this Agreement, and any assignee of such Lender to the extent of the portion of such Commitment assumed by such assignee pursuant to its respective Assignment and Acceptance.

“Concentration Limits” means that, as of any day, based on the aggregate Net Principal Balance of the Eligible Receivables (excluding any Receivables that are Acquired Portfolio Receivables):

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“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.18 and other

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technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Basic Documents).

“Confidential Information” means any information with respect to the Borrower or UACC, their respective businesses or financial condition, the Receivables or Serviced Portfolio Receivables and includes (i) information transmitted in written, oral, magnetic or any other medium, (ii) all copies and reproductions, in whole or in part, of such information and (iii) all summaries, analyses, compilations, studies, notes or other records which contain, reflect or are generated from such information; provided, that Confidential Information does not include, with respect to a Person, information that (a) was already known to such Person and such knowledge was not obtained from any other entity who was known by such Person to be subject to an obligation of confidentiality or otherwise prohibited from transmitting such information to such Person, (b) is or has become part of the public domain through no act or omission of such Person, (c) is or was lawfully disclosed to such Person without restriction on disclosure by a third party, (d) is or was developed independently by such Person or (e) is or was lawfully and independently provided to such Person from a third party who is not known by such Person to be subject to an obligation of confidentiality or otherwise prohibited from transmitting such information.

“Continued Errors” has the meaning given to such term in Section 7.10(e).

“Contract” means any retail installment sale contract executed by an Obligor for a Financed Vehicle under which an extension of credit by the Originator is made in the ordinary course of business to such Obligor and which is secured by the related Financed Vehicle which the Borrower acquires all right, title or interest to from UACC pursuant to the Purchase Agreement or a related Transfer Agreement.

“Contractual Obligation” means, with respect to any Person, any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property is bound or is subject.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. (“Controlled” and “Controlling” have the meaning correlative thereto).

“Cram Down Loss” means, with respect to a Receivable, if a court of appropriate jurisdiction in an Insolvency Proceeding shall have issued an order reducing the amount owed on a Receivable or otherwise modifying or restructuring Scheduled Payments to be made on a Receivable, an amount equal to such reduction in the Principal Balance of such Receivable or the reduction in the net present value (using as the discount rate the lower of the contract rate or the

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rate of interest specified by the court in such order) of the Scheduled Payments as so modified or restructured. A “Cram Down Loss” shall be deemed to have occurred on the date such order is entered.

“Credit and Collection Policy” means, (x) with respect to the initial Servicer, the credit and collection policies of the Servicer or (y) with respect to any Successor Servicer, the customary credit and collection policies of such Successor Servicer. The Credit and Collection Policy, as in effect on the Closing Date, is attached hereto as Exhibit D.

“Custodian” means, (i) so long as no Custodian Termination Event has occurred, UACC, acting directly as Custodian and/or [***] as an agent of UACC, and (ii) following the occurrence of a Custodian Termination Event, [***] or a different successor custodian appointed pursuant to Section 7.19(j).

“Custodian Fee” means the fee payable to the Custodian on each Payment Date in accordance with Section 2.12(b), in an amount equal to, if the Custodian is (i) UACC, $0 (as the Servicing Fee covers the compensation of UACC as Custodian), and (ii) any entity other than UACC, the amount agreed upon by such Custodian, the Borrower and the Administrative Agent.

“Custodian Termination Event” means [***].

“Cutoff Date” means, with respect to Receivables transferred to the Borrower on each Funding Date, such date as shall be identified as the Cutoff Date in the related Funding Request.

“Dealer” means a franchised or independently owned automobile dealer that sold a Financed Vehicle to an Obligor and through which the Contract and related Receivable were originated by the Dealer, which Contract and Receivable were assigned by such Dealer to the Originator pursuant to the related Dealer Agreement, were assigned by the Originator to the Borrower pursuant to the Purchase Agreement and are collaterally assigned to the Administrative Agent hereunder.

“Dealer Agreement” means an existing agreement between a Dealer and the Originator regarding the terms and conditions of the acquisition by the Originator from such Dealer of Contracts and the related Receivables, which agreement includes (i) certain representations, warranties and covenants of such Dealer with respect to the Contracts and related Receivables sold by such Dealer, including that such Dealer has all applicable licenses and approvals to originate Receivables that are Eligible Receivables, and (ii) the agreement of such Dealer to repurchase Contracts and any related Receivable with respect to which one or more of such representations and warranties has been breached.

“Debt-to-Income Ratio” or “DTI” means with respect to any Receivable, , as of the related origination date, the ratio (expressed as a percentage) of (i) the sum of the scheduled monthly payment due from the related Obligor under such Receivable and all other monthly debt obligations of such Obligor (as reported in the related credit application or credit bureau report at the time of origination) to (ii) the gross monthly income of such Obligor as stated in the related credit application or as otherwise verified by the Originator at the time of origination of such Receivable.

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“Default Rate” means the sum of (a) the Interest Rate and (b) [***]%.

“Defaulted Receivable” means, with respect to any Collection Period, a Receivable for which, as of the last day of such Collection Period, (i) the Servicer has repossessed the related Financed Vehicle and either (a) the Servicer has sold and received proceeds on each sale for such Financed Vehicle and received the proceeds of such sale or (b) [**] days have passed since repossession, (ii) the Servicer has determined in good faith and in accordance with the Credit and Collection Policy that it has received all amounts it expects to recover, (iii) [***]% or more of a scheduled payment became [***] or more days delinquent (or [***] or more days delinquent, in the case of a repossessed Financed Vehicle) or (iv) the Servicer has settled such Receivable in accordance with the Credit and Collection Policy.

“Delinquency Ratio” means, with respect to any Payment Date and the related Collection Period, the percentage equivalent of a fraction, (i) the numerator of which equals the aggregate Principal Balance of all Delinquent Receivables as of the related Determination Date and (ii) the denominator of which equals the sum of (A) the aggregate Principal Balance of all Eligible Receivables as of such Determination Date and (B) the aggregate Principal Balance of all Delinquent Receivables as of such Determination Date.

“Delinquent Receivable” means any Receivable, other than a Defaulted Receivable, with respect to which more than [***]% of any Scheduled Payment remains unpaid for more than [***] days after the related due date as of any Determination Date.

“Deliver” means (x) with respect to a Tangible Contract or other item in a Receivable File (other than an Electronic Contract), to deliver physical possession of such Tangible Contract or item via personal delivery or reputable overnight delivery service and (y) with respect to an Electronic Contract, to initiate a transfer (or cause the Originator to initiate a transfer) of such Electronic Contract from the Originator Vault Partition to the Warehouse Vault Partition. The terms “Delivery” and “Delivered” have corollary meanings.

“Derivative” means any (i) exchange-traded or over-the-counter forward, future, option, swap, cap, collar, floor or foreign exchange contract or any combination of the foregoing, whether for physical delivery or cash settlement, relating to any interest rate, interest rate index, currency, currency exchange rate, currency exchange rate index, debt instrument, debt price, debt index, depository instrument, depository price, depository index, equity instrument, equity price, equity index, commodity, commodity price or commodity index, (ii) similar transaction, contract, instrument, undertaking or security or (iii) transaction, contract, instrument, undertaking or security containing any of the foregoing.

“Determination Date” means, with respect to any Payment Date and the related Collection Period, the last day of such Collection Period.

“Dissenting Lender” means a Non-Extending Lender from the date of its refusal notice or the end of the Election Period.

“▇▇▇▇-▇▇▇▇▇ Act” means The ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), as amended.

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“Dollars” or “$” means the lawful currency of the United States.

“E-Vault Access Agreement” means an access agreement by and between the E-Vault Provider and the Custodian in form and substance satisfactory to the Administrative Agent, with such changes as may be agreed to in writing by the Administrative Agent from time to time.

“E-Vault Provider” means [***], [***] or such other Person that is satisfactory to the Administrative Agent.

“E-Vault System” means the “[***]” maintained by the E-Vault Provider (if [***]), the “[***]” maintained by the E-Vault Provider (if [***]) or any similar system maintained by any other E-Vault Provider.

“Election Period” means the 60‑day period following the date of a request for an extension pursuant to Section 2.04(a).

“Electronic Collateral Control Agreement” means an electronic collateral control agreement by and among the E-Vault Provider, the Custodian and the Administrative Agent in form and substance satisfactory to the Administrative Agent, with such changes as may be agreed to in writing by the Administrative Agent from time to time.

“Electronic Contract” means a Contract that constitutes “electronic chattel paper” under and as defined in Section 9-102(31) of the UCC.

“Eligible Assignee” means a Person (i) whose short-term rating is not less than the Short-Term Rating Requirement, or whose obligations under this Agreement are guaranteed by a Person whose short-term rating is not less than the Short-Term Rating Requirement, (ii) who is either a multi-seller commercial paper conduit or an Affiliate of a Lender or the Administrative Agent or (iii) who is acceptable to the Administrative Agent; provided that, so long as no Termination Event or Servicer Termination Event has occurred and is continuing, such Person, if not an Affiliate of the Lender, or the Administrative Agent, shall be acceptable to the Borrower.

“Eligible Commercial Vehicles” means Ford, Chevrolet, GMC, Dodge or imported trucks with: (i) a rating of 2 tons or less, and (ii) cab and chassis bodies limited to stake body, stake body with lift gate, dump body, cube van, cargo van, Ford transit or other equivalent small commercial vehicles (excluding tow trucks, bobtails, slidebacks, flatbed carriers, food trucks and other catering vehicles).

“Eligible Receivable” means, on any day, any Receivable (i) for which the related Receivable File is in the possession of the Servicer or the Custodian, (ii) which is identified on the Schedule of Receivables delivered by the Borrower to the Administrative Agent as part of a Funding Request and (iii) which satisfies each of the eligibility requirements set forth on Schedule B hereto.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the regulations promulgated and rulings issued thereunder.

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“ERISA Affiliate” means (i) any corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower or as Servicer, as applicable, (ii) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Borrower or with the Servicer, as applicable (iii) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower or as Servicer, as applicable, any corporation described in clause (i) above or any trade or business described in clause (ii) above.

“Errors” has the meaning given to such term in Section 7.10(e).

“Excess Concentration Amount” means, with respect to any day, without duplication, the aggregate Net Principal Balance of Receivables that cause one or more of the Concentration Limits to not be met; provided, however, that the Excess Concentration Amount will be $0 on any day (i) during the first [***] full Collection Periods following a Securitization (including a Securitization that closed prior to the Closing Date) or (ii) until the Loans Outstanding first exceed $[***] following the Closing Date.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” means (i) net income Taxes, franchise Taxes (imposed in lieu of net income Taxes) and branch profits Taxes, in each case imposed on any Lender or the Administrative Agent as a result of a present or former connection between such Lender (including any applicable lending office) or the Administrative Agent and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising from such Lender’s or the Administrative Agent’s having executed, delivered, become a party to or performed its obligations or received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced, this Agreement or the other Basic Documents, or sold or assigned any interest in a Loan or any Basic Document), (ii) any U.S. withholding Taxes that result from a Lender’s failure to comply with the requirements of Section 2.14(d), (iii) in the case of any Non-U.S. Lender, any U.S withholding Taxes that are imposed on amounts payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party to this Agreement or changes the applicable lending office with respect to this Agreement and (iv) any withholding Taxes under FATCA.

“Existing Receivables” means the Receivables that become a part of the Collateral in connection with the Initial Loan.

“Exported” with respect to a Contract, means the Custodian has decommissioned the related electronic chattel paper and the Authoritative Copy of such Contract is printed out pursuant to a “Paper Out”™ within the meaning specified in the System Description. “Export” and “Exporting” shall have corollary meanings.

“Extended Receivable” means any Receivable for which an extension or payment deferment was made (or is in effect) pursuant to the Credit and Collection Policy.

“Extension Ratio” means, with respect to any Payment Date and the related Collection Period, the percentage equivalent of a fraction, (i) the numerator of which equals the aggregate Principal Balance of all Receivables that were Extended Receivables during such Collection

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Period and (ii) the denominator of which equals the daily average aggregate Principal Balance of all Receivables during such Collection Period.

“Facility Amount” means (i) prior to the Termination Date, the lesser of the Aggregate Commitment on such day and $150,000,000 (if prior to September 24, 2022) or $200,000,000 (if on or after September 24, 2022), and (ii) on and after the Termination Date, the Loans Outstanding.

“Facility Termination Date” means the earlier of (i) the date following the Termination Date on which the Aggregate Unpaids have been indefeasibly paid in full and (ii) the Final Maturity Date.

“FAS 166/167 Rules” means the final rule, titled “Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues”, adopted December 15, 2009, by the Federal Accounting Standard Board.

“FATCA” means Sections 1471 through 1474 of the Code, as in effect on the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the IRS thereunder as a precondition to relief or exemption from Taxes under such provisions) and any fiscal or regulatory legislation, rules or official administrative practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System.

“Fee Letter” means the Amended and Restated Fee Letter, dated as of [____], 2025, among the Borrower, the Servicer and the Administrative Agent, setting forth the Unused Fee Rate, the Upfront Fee and the Applicable Margin.

“Final Maturity Date” means July [25], 2027.

“Financed Vehicle” means, with respect to a Receivable or a Serviced Portfolio Receivable, any new or used automobile, light-duty truck, minivan, sport utility vehicle or other passenger vehicle (including any Eligible Commercial Vehicle), together with all accessions thereto, securing the related Obligor’s Indebtedness thereunder.

“Floor” means the benchmark rate floor with respect to the Benchmark provided in this Agreement (as of the Closing Date, the modification, amendment or renewal of this Agreement or otherwise), which, as of the Closing Date, is [***]%.

“Formation Documents” means, with respect to (i) the Borrower, the Trust Agreement and certificate of trust and (ii) UACC, its articles of incorporation and bylaws.

“Funding Date” means each Business Day on which a Loan is made and Receivables are added to the Collateral in connection with such Loan.

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“Funding Request” means a written notice from the Borrower requesting a Loan and including the items required by Section 2.01(b), substantially in the form of Exhibit A hereto.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States.

“Governmental Authority” means, with respect to any Person, any nation or government, any State or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any bank examiner, any central bank or comparable agency and any court or arbitrator having jurisdiction over such Person.

“Hedge Breakage Costs” means, with respect to any Hedge Transaction, any amount payable by the Borrower to the related Hedge Counterparty upon the early termination of such Hedge Transaction or any portion thereof.

“Hedge Collateral” means all of the rights of the Borrower, whether now existing or hereafter acquired, in and to all Hedging Agreements, Hedge Transactions, any amounts on deposit in the Hedge Collateral Accounts, and all present and future amounts payable by all Hedge Counterparties to the Borrower under or in connection with such Hedging Agreements and Hedge Transactions with such Hedge Counterparties.

“Hedge Collateral Account” has the meaning given to such term in Section 6.03(c).

“Hedge Counterparty” means any entity that (i) on the date of entering into any Hedging Agreement, is either a Lender or an Affiliate of a Lender or (ii) on the date of entering into any Hedge Transaction (a) is an interest rate swap dealer that has been approved in writing by the Administrative Agent (which approval shall not be unreasonably withheld), (b) whose debt ratings meet each of the Long-Term Rating Requirement and the Short-Term Rating Requirement and (c) agrees that in the event that ▇▇▇▇▇’▇ or Standard & Poor’s reduces its long-term unsecured debt rating below the Long-Term Rating Requirement or its short-term unsecured debt rating below the Short-Term Rating Requirement, it shall (1) transfer its rights and obligations under each Hedge Transaction to another entity that meets the requirements of this definition and has entered into a Hedging Agreement with the Borrower on or prior to the date of such transfer or (2) post collateral in an amount and form and upon such terms as are satisfactory to the Administrative Agent in its sole discretion. Each Hedge Counterparty must consent to the assignment of the Borrower’s rights under the Hedging Agreement to the Administrative Agent pursuant to Section 6.03(b).

“Hedge Transaction” means each transaction between the Borrower and a Hedge Counterparty entered into pursuant to Section 6.03(a), which transaction shall be governed by a Hedging Agreement.

“Hedging Agreement” means each agreement between the Borrower and a Hedge Counterparty which governs one or more Hedge Transactions entered into pursuant to Section 6.03(a), which agreement shall be an interest rate cap, interest rate swap or other interest rate hedging agreement evidenced by either (i) a “Master Agreement” in a form published by the International Swaps and Derivatives Association, Inc. (“ISDA”), together with a “Schedule” thereto, any applicable “Credit Support Annex” thereto and each “Confirmation” thereunder

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confirming the specific terms of each such Hedge Transaction, in form and substance satisfactory to the Administrative Agent, or (ii) an ISDA long-form confirmation.

“ICA Account Control Agreement” means the Deposit Account Control Agreement relating to the Collateral Account (as defined therein, and subject to the Intercreditor Agreement), dated as of February 2, 2011, among UACC Auto Financing Trust, UACC and [***].

“Indebtedness” means, with respect to any Person and any day, without duplication, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or which is evidenced by a note, bond, debenture or similar instrument, (ii) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (iii) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof and (iv) all indebtedness, obligations or liabilities of that Person in respect of Derivatives.

“Indemnified Amounts” means all Borrower Indemnified Amounts, UACC Indemnified Amounts and Seller Indemnified Amounts.

“Indemnified Party” means the Borrower Indemnified Parties, UACC Indemnified Parties and the Seller Indemnified Parties.

“Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under the Loan or any Basic Document and (ii) to the extent not otherwise described in (i) Other Taxes.

“Initial Loan” means the first Loan made on or after the Closing Date.

“Insolvency Event” means, with respect to any Person, (i) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of [***] consecutive days or (ii) the commencement by such Person of a voluntary case under any Insolvency Law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“Insolvency Laws” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, rearrangement, receivership, insolvency, reorganization, suspension of payments, marshaling of assets and liabilities or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

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“Insolvency Proceeding” means, with respect to any Person, any bankruptcy, insolvency, arrangement, rearrangement, conservatorship, moratorium, suspension of payments, readjustment of debt, reorganization, receivership, liquidation, marshaling of assets and liabilities or similar proceeding of or relating to such Person under any Insolvency Laws.

“Instrument” means any “instrument” (as defined in Article 9 of the UCC), other than an instrument that constitutes part of chattel paper.

“Insurance Policy” means, with respect to any Receivable, (i) an insurance policy covering physical damage to or loss of the related Financed Vehicle or (ii) any lender’s single interest, credit life, disability, hospitalization or similar insurance policy with respect to the related Obligor.

“Insurance Proceeds” means any amounts payable or any payments made under any Insurance Policy.

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of February 2, 2011, among [***], UACC, UACC Auto Financing Trust and each of the intercreditor parties thereto.

“Intercreditor Party Supplement” means the Intercreditor Party Supplement, dated as of the Closing Date, among the Borrower, the Administrative Agent and the parties to the Intercreditor Agreement.

“Interpayments” means Collections on deposit in the Collection Account that are used to repay at least $[***] in principal amount of Loans Outstanding pursuant to Section 2.06(e).

“Interest” means, for any Interest Period and each Loan (or portion thereof) outstanding during such Interest Period, interest on the outstanding Principal Amount of such Loan computed pursuant to Section 2.07; provided, however, that (i) no provision of this Agreement shall require or permit the collection of Interest in excess of the Maximum Lawful Rate and (ii) Interest shall not be considered paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason.

“Interest Period” means, with respect to any Payment Date, the immediately preceding Collection Period (or, in the case of the first Payment Date following the Closing Date, from and including the Closing Date to and including the last day of the Collection Period in which the Closing Date occurs); provided, however, that any Interest Period that commences before the Facility Termination Date that would otherwise end after the Facility Termination Date shall end on the Facility Termination Date.

“Interest Rate” means, with respect to any Loan (or portion thereof) on any day, the sum of (i) Term SOFR on such day and (ii) the Applicable Margin; provided, however, that for the avoidance of doubt, upon the automatic occurrence, or the declaration of the occurrence, of the Termination Date in accordance with Section 9.01(b), the Interest Rate for each Loan (or portion thereof) shall be a rate per annum equal to the Default Rate.

“Invested Percentage” means, for a Lender on any day, the percentage equivalent of (i) the sum of (a) the portion of the Loans Outstanding (if any) funded by such Lender on or prior to such

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day, plus (b) any portion of the Loans Outstanding acquired by such Lender on or prior to such day as an assignee from another Lender pursuant to an Assignment and Acceptance, minus (c) any portion of the Loans Outstanding assigned by such Lender to an assignee on or prior to such day pursuant to an Assignment and Acceptance, divided by (ii) the Loans Outstanding on such day.

“Investment” means, with respect to any Person, any direct or indirect loan, advance or investment by such Person in any other Person, whether by means of share purchase, capital contribution, loan or otherwise, and excluding commission, travel and similar advances to officers, employees and directors made in the ordinary course of business.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IRS” means the U.S. Internal Revenue Service.

“Lender” means a Committed Lender, and “Lenders” means, collectively, all of the Committed Lenders.

“Lender Advance” means, with respect to a Committed Lender, such ▇▇▇▇▇▇’s Lender Percentage of the Principal Amount of a particular Loan to be made to the Borrower on a Funding Date.

“Lender Percentage” means, with respect to a Committed Lender, its Commitment as a percentage of the Aggregate Commitment.

“Lender Register” has the meaning given to such term in Section 12.01(d).

“Leverage Ratio” means, with respect to any Person as of any day, the ratio of such Person’s total Indebtedness (less the sum of such Person’s (i) unrestricted cash on hand in excess of $[***] and (ii) restricted cash used for any prefunding of Securitizations) to its Tangible Net Worth, in each case, as of the last day of the immediately preceding calendar quarter.

“Lien” means any mortgage, lien, pledge, charge, claim, security interest or encumbrance of any kind.

“Loan” has the meaning given to such term in Section 2.01(a).

“Loan-to-Value Ratio (CarStory)” means, with respect to any Receivable, the percentage equivalent of a fraction, (i) the numerator of which is the original Principal Balance of such Receivable and (ii) the denominator of which is the wholesale trade-in book value of the related Financed Vehicle as determined by the CarStory valuation data (taking into account specific features and mileage of such Financed Vehicle) as of the date of origination of such Receivable.

“Loan-to-Value Ratio (KBB/NADA)” means, with respect to any Receivable, the percentage equivalent of a fraction, (i) the numerator of which is the original Principal Balance of such Receivable and (ii) the denominator of which is the wholesale trade-in book value of the related Financed Vehicle as reflected in the N.A.D.A. or ▇▇▇▇▇▇ Blue Book appraisal guides (taking into account specific features and mileage of such Financed Vehicle) at the date of origination of such Receivable.

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“Loans Outstanding” means, on any day, the aggregate Principal Amount of Loans made on or prior to such day, reduced from time to time by payments and distributions in respect of principal of such Loans in accordance with the terms hereof.

“Local Bank” means [***] or, so long as no Termination Event or Servicer Termination Event shall have occurred and is continuing, any other bank selected by the Servicer (and consented to by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed) that is a Qualified Institution.

“Local Bank Account” means a bank account established and maintained by the Servicer at the Local Bank for the benefit of the Secured Parties pursuant to the Intercreditor Agreement and the Intercreditor Party Supplement.

“Long-Term Rating Requirement” means, with respect to any Person, that such Person has a long-term unsecured debt rating of not less than A by Standard & Poor’s and not less than A2 by ▇▇▇▇▇’▇.

“Material Adverse Effect” means, with respect to any Person and to any event or circumstance, a material adverse effect on (i) the business, condition (financial or otherwise), operations, performance or properties of such Person, taken as a whole, (ii) the validity, enforceability or collectability of this Agreement or any other Basic Document or the validity, enforceability or collectability of a material portion of (a) the Contracts, (b) the Receivables or (c) any other Collateral, in each of clauses (a), (b) and (c), taken as a whole, (iii) the rights and remedies of the Secured Parties under this Agreement or any other Basic Document, (iv) the ability of such Person to perform its obligations under this Agreement or any other Basic Document to which it is a party or (v) the status, existence, perfection, priority or enforceability of the interest of the Administrative Agent or the Lenders in the Collateral.

“Maximum Lawful Rate” means the highest rate of interest permissible under Applicable Law.

“Monthly Accrued Interest Payment Amount” means, with respect to any Payment Date and the related Collection Period during which an Interpayment is made, an amount equal to the sum of, without duplication, (i) the amount, if any, by which Collections for such Collection Period are not sufficient to make the Interest payments described in clause (iv) of Section 2.08 on such Payment Date and (ii) an amount equal to Interest on the Loans repaid by such Interpayment through the end of the related Interest Period.

“Monthly Backup Servicer Certificate” means a monthly report of the Backup Servicer in the form agreed upon among the Backup Servicer, the Borrower and the Administrative Agent.

“Monthly Principal Payment Amount” means, with respect to any Payment Date and the related Collection Period, the amount, if any, necessary to reduce the Loans Outstanding to the Borrowing Base as of the last day of such Collection Period.

“Monthly Report” means a monthly statement of the Servicer delivered on each Reporting Date with respect to the immediately preceding Collection Period, [***], which may be modified

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from time to time as mutually agreed by the Servicer, the Backup Servicer, the Account Bank and the Administrative Agent.

“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc.

“▇▇▇▇▇▇▇ Capital Facility” means that certain line of credit provided by ▇▇▇▇▇▇▇ Capital Management, L.P to Vroom, Inc, Darkwater Funding, LLC, and United Auto Credit Corporation pursuant to that certain Loan and Security Agreement dated as of March 8, 2025 with undrawn availability of $[***] as of the Restatement Closing Date.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding five years contributed to by the Borrower or any ERISA Affiliate of the Borrower, or by the Servicer or any ERISA Affiliate of the Servicer, as applicable, on behalf of its employees.

“Net Loss” means, with respect to any Payment Date and the related Collection Period, an amount equal to (i) the aggregate Principal Balance of all Receivables that first became Defaulted Receivables during such Collection Period minus (ii) all Recoveries received by the Servicer during such Collection Period.

“Net Principal Balance” means on any day with respect to all of the Receivables or a specified portion of the Receivables, as indicated by the context, the aggregate Principal Balance of all such Receivables that are Eligible Receivables.

“Non-Extending Lender” means, after its respective Commitment Termination Date, each Committed Lender that has declined to extend such Commitment Termination Date in accordance with Section 2.04, to the extent not replaced pursuant to Section 2.04(b).

“Non-U.S. Lender” means a Lender that is not a “United States person” as defined in Code Section 7701(a)(30).

“Note” has the meaning given to such term in Section 2.05(a).

“NYFRB Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) 0%

“Obligations” means all loans, advances, debts, liabilities, indemnities and obligations for monetary amounts owing by the Borrower to the Secured Parties, the Administrative Agent, the Backup Servicer, the Account Bank, the Custodian (if other than UACC) or any of their respective assigns, as the case may be, whether due or to become due, matured or unmatured, liquidated or unliquidated, contingent or non-contingent and all covenants and duties regarding such amounts, of any kind or nature, present or future, arising under or in respect of any of the Loans, any Hedging Agreement or any other Basic Document, whether or not evidenced by any separate note, agreement or other instrument, including all principal, interest (including interest that accrues after the commencement against the Borrower of any action under the Bankruptcy Code), amounts

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payable pursuant to Section 2.13, Breakage Costs, Hedge Breakage Costs, Indemnified Amounts, fees, including any and all arrangement fees, loan fees and Unused Fees, and any and all other fees, expenses, costs, indemnities or other sums (including attorney fees and disbursements) chargeable to the Borrower under the Basic Documents.

“Obligor” means each Person obligated to make payments pursuant to a Receivable or Serviced Portfolio Receivable, including any guarantor thereof.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Officer’s Certificate” means a certificate signed by any officer of the Borrower, the Servicer, the Originator, the Backup Servicer or the Custodian, as the case may be, and delivered to the Administrative Agent.

“Opinion of Counsel” means, with respect to any Person, a written opinion of counsel, who is reasonably acceptable to the Administrative Agent.

“Originator” means UACC.

“Originator Vault Partition” means the segregated partition of the E-Vault System governed by an E-Vault Access Agreement which reflects the owner of record as UACC.

“Other Taxes” means any and all present or future recording, stamp, documentary, court, intangible, recording, filing or similar taxes, charges or levies arising from any payment made under this Agreement or from the execution, delivery, performance, registration or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to this Agreement or other Basic Document.

“Other Warehouse Agreements” means all warehouse agreements, credit agreements, funding agreements or similar agreements of UACC and its Affiliates, other than this Agreement, that are secured or collateralized by motor vehicle receivables.

“Overcollateralization Increase Events” means, that as of any Payment Date, any of the following events occurs: (i) the arithmetic mean of the Serviced Portfolio Delinquency Ratio for the related Collection Period and the two previous Collection Periods exceeds [***]%; (ii) the arithmetic mean of the Delinquency Ratio for the related Collection Period and the two previous Collection Periods exceeds [***]%; (iii)(a) with respect to Payment Dates occurring in the months of April through October, the arithmetic mean of the Serviced Portfolio Annualized Net Loss Ratio for the related Collection Period and the two previous Collection Periods exceeds [***]% and (b) with respect to all other Payment Dates, the arithmetic mean of the Serviced Portfolio Annualized Net Loss Ratio for the related Collection Period and the two previous Collection Periods exceeds [***]%; (iv) the UACC Excess Spread Percentage for the related Collection Period is less than [***]% or the Vroom Excess Spread Percentage for the related Collection Period is less than [***]%; (v) the arithmetic mean of the Serviced Portfolio Extension Ratio for the related Collection Period and the two previous Collection Period exceeds [***]%; (vi) the arithmetic mean of the Serviced Portfolio Annualized Default Ratio for the related Collection Period and the two previous Collection Periods exceeds [***]%, (vii)(a) with respect to Payment Dates occurring in the months of April through October, the arithmetic mean of the Annualized Net Loss Ratio for

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the related Collection Period and the two previous Collection Periods exceeds [***]% and (b) with respect to all other Payment Dates, the arithmetic mean of the Annualized Net Loss Ratio for the related Collection Period and the two previous Collection Periods exceeds [***]%; (viii) the arithmetic mean of the Extension Ratio for the related Collection Period and the two previous Collection Period exceeds [***]%; (ix) the arithmetic mean of the Annualized Default Ratio for the related Collection Period and the two previous Collection Periods exceeds [***]% or (x) the failure of the Parent to maintain Available Liquidity equal to or greater than $[***] at any time, including as of any Determination Date; provided that no Overcollateralization Increase Event specified in the foregoing clauses (ii) and (iv) and clauses (vii) through (ix) shall be deemed to have occurred until the Loans Outstanding first exceed $[***] following the Closing Date or any Securitization Date. Notwithstanding the foregoing, any Overcollateralization Increase Event may be cured and deemed not to exist if for three consecutive Payment Dates following a Payment Date on which such Overcollateralization Increase Event occurred, (a) such Overcollateralization Increase Event shall not exist and (b) no other Overcollateralization Increase Event shall have occurred.

“Overcollateralization Percentage” means, as of any date of determination, a fraction, expressed as a percentage, equal to (a) the excess of (x) the Aggregate Net Principal Balance of all Eligible Receivables as of such date over (y) the Loans Outstanding on such date, divided by (b) the Aggregate Net Principal Balance of all Eligible Receivables as of such date.

“Owner Trustee” means [***].

“Owners” means the Lenders that are owners of record of the Notes.

“Paper-In Contract” means a Tangible Contract that has been converted to an Electronic Contract in accordance with the requirements of the E-Vault System.

“Parent” means Vroom Finance Holdings, LLC, a Delaware limited liability company, and its successors.

“Partial Expiration Event” means the occurrence of the election of one or more Non-Extending Lenders after the Commitment Termination Date to not extend its Commitment, unless such Non-Extending Lender is replaced pursuant to Section 2.04(b) or unless the Termination Date shall have occurred.

“Partial Expiration Event Amount” means the portion of Loans Outstanding payable in connection with a Partial Expiration Event.

“Payment Date” means the 12th day of each calendar month or, if any such day is not a Business Day, the next succeeding Business Day, commencing August 12, 2019.

“Payment-to-Income Ratio” or “PTI” means, with respect to any Receivable, , as of the related origination date, the ratio (expressed as a percentage) of (i) the scheduled monthly payment due from the related Obligor under such Receivable (including principal and interest, but excluding taxes, insurance, and ancillary fees) to (ii) the gross monthly income of such Obligor as stated in the related credit application or as otherwise verified by the Originator at the time of origination of such Receivable.

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“Pension Plans” means an “employee pension benefit plan,” as such term is defined in Section 3 of ERISA, which is subject to Title IV of ERISA or Section 412 of the Code and which is or was at any time during the current year or the immediately preceding five years contributed to by the Borrower or any ERISA Affiliate of the Borrower, or by the Servicer or any ERISA Affiliate of the Servicer, as applicable, for any of its employees or (b) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which the Borrower or any ERISA Affiliate of the Borrower, or to which the Servicer or any ERISA Affiliate of the Servicer, as applicable, is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.

“Permitted Investments” means any of the following types of investments:

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provided, that each of the Permitted Investments may be purchased by the Account Bank or through an Affiliate of the Account Bank.

“Permitted Liens” means (i) Liens in favor of the Administrative Agent, as agent for the Secured Parties, created pursuant to this Agreement or any other Basic Document and (ii) Liens related to a Financed Vehicle for taxes, labor, materials or storage, (iii) Liens for taxes and assessments and governmental charges or levies that are not yet due and payable or that are being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, provided that they have been fully reserved for in accordance with GAAP, and (iv) with respect to the Accounts, Liens in favor of the Account Bank.

“Person” means any individual, partnership, corporation, limited liability company, joint stock company, trust (including a business or statutory trust), unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or other entity.

“Post Office Box” means one or more post office boxes established and maintained by the Servicer for the benefit of the Secured Parties pursuant to the Intercreditor Agreement and the Intercreditor Party Supplement.

“Post Office Box Processor” means [***] and any other Person that may from time to time perform lockbox services with respect to one or more Post Office Boxes.

“Power of Attorney” means a Power of Attorney of the Borrower appointing the Administrative Agent as its lawful attorney in accordance with Section 9.05, in substantially the form of Exhibit E.

“Prime Rate” for any date of determination means the highest rate of interest (or if a range is given, the highest prime rate) published in [***] on such date as constituting the “prime rate” or “base rate” in such publication’s table of [***] or, if [***] is not published on such date, then in [***] most recently published.

“Principal Amount” means, with respect to any Loan, the aggregate amount advanced by the Lenders on the Funding Date in respect of such Loan.

“Principal Balance” means, with respect to a Receivable or Serviced Portfolio Receivable, as of the close of business on a Determination Date, the Amount Financed of such Receivable or Serviced Portfolio Receivable minus the sum of the following related amounts, without duplication, (i) that portion of all Scheduled Payments actually received on or prior to such day allocable to principal using the Simple Interest Method, (ii) any payment of the Release Price or Release Amount with respect to a Receivable allocable to principal, (iii) any Cram Down Loss and (iv) any prepayment in full or any partial prepayment applied in reduction of principal.

“Purchase Agreement” means the Purchase and Contribution Agreement, dated as of the Closing Date, between UACC and the Borrower, and each Transfer Agreement.

“Qualified Institution” means any depository institution or trust company organized under the laws of the United States or any State (or any domestic branch of a foreign bank), (i) (a) that

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meets, or the parent of which meets, either (1) the Long-Term Rating Requirement or (2) the Short-Term Rating Requirement or (b) is otherwise acceptable to the Administrative Agent and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation.

“Quarterly Report” means a data tape, which shall include as to each Receivable such information as shall be agreed upon by the Administrative Agent and the Servicer, including such information as the Administrative Agent may reasonably request from time to time to satisfy or fulfill regulatory requirements applicable to the Secured Parties, including capital treatment under Basel II or Basel III.

“Rating Agency” means any nationally recognized statistical ratings organization acceptable to the Administrative Agent.

“Rating Request” means a written request by the Administrative Agent to the Borrower and the Servicer, stating that the Administrative Agent intends to request that one or more Rating Agencies publicly issue a rating of at least the Required Rating to the transactions contemplated by this Agreement.

“Reborrowing” means, to the extent that any portion of the Loans has been repaid in connection with a repayment pursuant to Section 2.06 or a Securitization pursuant to Section 2.15, the reborrowing by the Borrower of all or a portion of such repaid amounts otherwise subject to and in accordance with the terms hereof.

“Receivable” means Indebtedness owed to the Originator or the Borrower by an Obligor (without giving effect to any transfer hereunder) under a Contract included as part of the Collateral, whether constituting an account, chattel paper, instrument or general intangible, arising out of or in connection with the sale, refinancing or loan made by a Dealer or the Originator with respect to a Financed Vehicle in connection therewith, and includes the right of payment of any finance charges and other obligations of the Obligor with respect thereto. Notwithstanding the foregoing, once the Administrative Agent has released its security interest in a Receivable and the related Contract in accordance with the terms of this Agreement, such Receivable shall no longer be a Receivable hereunder.

“Receivable File” means, with respect to each Receivable and the related Contract, (i) (x) in the case of a Tangible Contract, the original fully executed Contract, (y) in the case of an Electronic Contract, an Authoritative Copy of the executed Contract and (z) in the case of a Contract which has been Exported, the physical rendering of the related Electronic Contract produced upon Export, together with the related document history report, and (ii) any instruments or documents that may modify the terms and conditions of such Receivable or Contract and the original endorsements or assignments of such Contract.

“Receivable Receipt” means the receivable receipt substantially in the form attached hereto as Exhibit H executed by the Custodian for the benefit of the Administrative Agent.

“Records” means, with respect to any Contract, all documents, books, records and other information (including computer programs, tapes, disks, punch cards, data processing software and related property and rights) maintained with respect to any related item of Collateral and the related Obligor.

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“Recoveries” means, with respect to any Payment Date and the related Collection Period, all monies collected from whatever source during such Collection Period in respect of a Defaulted Receivable, including Insurance Proceeds (but excluding payment of the related Release Price or Release Amount), net of any amounts required by Applicable Law to be remitted to the related Obligor and net of the Servicer’s reasonable out-of-pocket expenses (other than overhead) incurred in connection with the liquidation of such Defaulted Receivable and the related Financed Vehicle, to the extent not previously reimbursed to the Servicer.

“Reference Date” with respect to any setting of the then-current Benchmark means (a) if such Benchmark is Term SOFR, then [***]U.S. Government Securities Business Days prior to such setting and (b) if such Benchmark is not Term SOFR, then the time determined by the Administrative Agent in accordance with the Conforming Changes.

“Registrar of Titles” means, with respect to any State, the governmental agency or body responsible for the registration of, and the issuance of certificates of title relating to, motor vehicles and liens thereon.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting releases (Asset Backed Securities, Securities Act Release No. 33 8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005) and the portions of Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (Sept. 24, 2014)) that are in effect on any specific date or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“Release Amount” means, as of the related Release Date, the deposit amount for a retransfer of Receivables under Section 5.04(b), in an amount equal to (i) the related Aggregate Unpaids minus (ii) the related amount, if any, available in the Collection Account and the Reserve Account on such Payment Date.

“Release Date” means a Payment Date specified by the Borrower in connection with the retransfer of the Receivables under Section 5.04(b).

“Release Price” means an amount equal to the Principal Balance of each Receivable retransferred or repurchased pursuant to Section 5.04(a) or (b), plus accrued interest on such Receivable (at the related APR) through the date of such retransfer or repurchase, all Breakage Costs, if any, arising out of or relating to such retransfer or repurchase, and all Hedge Breakage Costs, if any, due to the relevant Hedge Counterparties for any termination in whole or in part of one or more transactions related to the relevant Hedging Agreement, as required by the terms of any Hedging Agreement as a result of such retransfer or repurchase.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA for which the 30-day notice provision has not been waived.

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“Reporting Date” means the date which is [***] Business Days prior to any Payment Date.

“Repurchased UACST Receivables” means Receivables repurchased by UACC or an Affiliate of UACC from a UACST Securitization in which all of the issued and previously outstanding securities have been paid in full.

“Required Hedging Period” means the period commencing [***] days after the occurrence of an Overcollateralization Increase Event resulting from the breach of the UACC Excess Spread Percentage or Vroom Excess Spread Percentage, as applicable, and ending on the earlier of (i) the date on which such Overcollateralization Increase Event has been cured or waived and (ii) the Termination Date.

“Required Legend” means a legend applied by the E-Vault System to every page of a Contract which identifies the owner of Record as “UACC Auto Financing Trust V, with [***], as Administrative Agent, as secured party through its designated custodian, United Auto Credit Corporation”.

“Required Lenders” means at a particular time, Lenders with aggregate Commitments in excess of [***]% of the Aggregate Commitment.

“Required Rating” means, with respect to any Rating Agency, a long-term unsecured debt rating of BBB or its equivalent issued by such Rating Agency.

“Requirements of Law” means, for any Person, its certificate of incorporation or articles of association and by-laws or other organizational or governing documents, and any law, treaty, rule or regulation, or order or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether federal, State or local (including usury laws, the Federal Truth in Lending Act, Regulations U and T of the Federal Reserve Board and Regulations B, X and Z of the Consumer Financial Protection Bureau).

“Reserve Account” means a segregated account established by the Servicer with the Account Bank, for the benefit of the Secured Parties.

“Reserve Account Amount” means on any day, the amount on deposit in the Reserve Account.

“Reserve Account Required Amount” means, on any day, if the Loans Outstanding are (i) $[***], $[***] and (ii) greater than $[***], the greater of (a) $[***] and (b) the product of (1) [***]% and (2) the highest aggregate Principal Balance of the Receivables included in the Collateral since the later of the Closing Date or the most recent Securitization Date.

“Reserve Account Withdrawal Amount” means, with respect to any Payment Date (i) during the Revolving Period on which an Available Funds Shortfall exists, an amount equal to the lesser of (a) the Reserve Account Amount and (b) the Available Funds Shortfall and (ii) following the occurrence of the Termination Date, the Reserve Account Amount.

“Responsible Officer” means, when used with respect to (i) any Person other than the Borrower, any officer of such Person, including any president, vice president, executive vice

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president, assistant vice president, treasurer, secretary, assistant secretary or any other officer thereof customarily performing functions similar to those performed by the individuals who at the time shall be such officers, respectively, or to whom any matter is referred because of such officer’s knowledge of or familiarity with the particular subject and having direct responsibility for the administration of this Agreement and the other Basic Documents to which such Person is a party, and (ii) the Borrower, any Authorized Representative or officer of the Owner Trustee having direct responsibility for the Owner Trustee’s duties under the Trust Agreement.

“Restatement Closing Date” means August 29, 2025.

“Revolving Period” means the period commencing on the Restatement Closing Date and ending on the earlier to occur of (i) the Commitment Termination Date and (ii) the day immediately preceding the Termination Date.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions broadly restricting or prohibiting dealings with such country or territory (as of the date of this Agreement, the Sanctioned Countries include the Crimea region of Ukraine and the countries of Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, any Person, or Person acting on behalf of any Person, with whom dealings are restricted or prohibited under Sanctions, including (a) any Person named on any Sanctions-related the list of designated Persons maintained by OFAC, the U.S. Department of State, or by the United Nations Security Council, her Majesty’s Treasury of the United Kingdom, the European Union or any EU member state, (b) any Person located, operating under the laws of, organized or resident in, or any Governmental Authority or governmental instrumentality of, a Sanctioned Country or (c) any Person directly or indirectly, in whole or in part, owned by, controlled by, or acting on behalf of any Person described in (a) or (b) above.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC, the U.S. Department of Commerce, or the U.S. Department of State (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom, or (c) any other similar sanctions imposed by a governmental body to which the Borrower or Servicer, or any of the Borrower or Servicer’s Subsidiaries and/or Affiliates are subject, as applicable.

“Schedule of Receivables” means the schedule of Receivables attached hereto as Schedule C, as updated from time to time in connection with each Funding Request.

“Scheduled Payments” means regularly scheduled payments to be made by an Obligor pursuant to the terms of the related Contract.

“Secured Party” means (i) the Administrative Agent, (ii) each Lender and (iii) each Hedge Counterparty.

“Securities Act” means the Securities Act of 1933, as amended.

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“Securitization” means any public SEC-registered, Rule 144A or 4(a)(2) private offering of asset-backed term notes or secured loan or similar transaction involving all or a portion of the Collateral, provided, that in each case no adverse selection procedures were used by the Borrower or such Special Purpose Affiliate with respect to such Collateral.

“Securitization Date” means the date upon which a Securitization is consummated.

“Securitization Date Certificate” means a certificate, substantially in the form attached as Annex 1 to Exhibit I hereto, delivered by an Authorized Officer of the Borrower on a Securitization Date indicating that the requirements set forth in this Agreement for a Securitization have been satisfied.

“Securitization Release” means a release executed pursuant to Section 2.15, substantially in the form of Exhibit I hereto.

“Seller Indemnified Amounts” has the meaning given to such term in Section 5.07 of the Purchase Agreement.

“Seller Indemnified Parties” has the meaning given to such term in Section 5.07 of the Purchase Agreement.

“Serviced Portfolio” means all motor vehicle receivables that have been originated or purchased by UACC or an Affiliate thereof and are serviced by UACC or an Affiliate thereof, including motor vehicle receivables that have been securitized in a transaction for which UACC, the Borrower or any of their respective Affiliates is the sponsor.

“Serviced Portfolio Annualized Default Ratio” means, with respect to any Payment Date and the related Collection Period, the product of (i) 12 and (ii) the percentage equivalent of a fraction, (a) the numerator of which equals the aggregate Principal Balance of all Serviced Portfolio Receivables that became Serviced Portfolio Defaulted Receivables during such Collection Period and (b) the denominator of which equals the aggregate Principal Balance of all Serviced Portfolio Receivables as of the related Determination Date.

“Serviced Portfolio Annualized Net Loss Ratio” means, with respect to any Payment Date and the related Collection Period, the product of (i) 12 and (ii) the percentage equivalent of a fraction, (a) the numerator of which equals the aggregate Serviced Portfolio Net Losses for such Collection Period and (b) the denominator of which equals the aggregate Principal Balance of all Serviced Portfolio Receivables as of the related Determination Date.

“Serviced Portfolio Defaulted Receivable” means any Serviced Portfolio Receivable (i) with respect to which more than [***]% of any scheduled monthly payment remains unpaid for more than [***] days after the related due date as of any Determination Date, (ii) with respect to which [***] days have elapsed since the related Financed Vehicle was repossessed and any applicable redemption period has expired or (iii) that is a Charged-off Receivable.

“Serviced Portfolio Delinquency Ratio” means, with respect to any Payment Date and the related Collection Period, the percentage equivalent of a fraction, (i) the numerator of which equals the aggregate Principal Balance of all Serviced Portfolio Delinquent Receivables as of the last day

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of such Collection Period and (ii) the denominator of which equals the aggregate Principal Balance of all Serviced Portfolio Receivables as of such last day.

“Serviced Portfolio Delinquent Receivable” means any Serviced Portfolio Receivable (i) in respect of which more than [***]% of any scheduled monthly payment remains unpaid for more than [***] days after the related due date as of any Determination Date, (ii) that is not a Serviced Portfolio Defaulted Receivable and (iii) that is not a Receivable for which the related vehicle has been repossessed.

“Serviced Portfolio Extended Receivable” means any Serviced Portfolio Receivable for which an extension or payment deferment was made (or is in effect) pursuant to the Credit and Collection Policy.

“Serviced Portfolio Extension Ratio” means, with respect to any Payment Date and the related Collection Period, the percentage equivalent of a fraction, (i) the numerator of which equals the aggregate Principal Balance of all Serviced Portfolio Receivables that were Serviced Portfolio Extended Receivables during such Collection Period and (ii) the denominator of which equals the daily average aggregate Principal Balance of all Serviced Portfolio Receivables during such Collection Period.

“Serviced Portfolio Net Loss” means, with respect to any Payment Date and the related Collection Period, an amount equal to (i) the aggregate Principal Balance of all Serviced Portfolio Receivables that first became Serviced Portfolio Defaulted Receivables during such Collection Period minus (ii) all Serviced Portfolio Recoveries received by the Servicer during such Collection Period.

“Serviced Portfolio Receivable” means any motor vehicle receivable included in the Serviced Portfolio.

“Serviced Portfolio Recoveries” means, with respect to any Payment Date and the related Collection Period, all monies collected from whatever source during such Collection Period in respect of such Serviced Portfolio Defaulted Receivables, including insurance proceeds, net of any amounts required by Applicable Law to be remitted to the related Obligor and net of the Servicer’s expenses (other than overhead) incurred in connection with the liquidation of such Serviced Portfolio Defaulted Receivables and the related Financed Vehicles, to the extent not previously reimbursed to the Servicer.

“Servicer” has the meaning given to such term in the Preamble.

“Servicer Basic Documents” means all Basic Documents to which the Servicer is a party or by which it is bound.

“Servicer File” means, with respect to a Receivable, each of the following documents:

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“Servicer Termination Event” has the meaning given to such term in Section 7.14.

“Servicer Termination Notice” has the meaning given to such term in Section 7.14.

“Servicing Fee” means the fee payable to the Servicer on each Payment Date in accordance with Section 2.12(b) in an amount equal to the product of (i) one-twelfth, (ii) the Servicing Fee Rate and (iii) the daily average aggregate Principal Balance of the Receivables during the related Collection Period; provided, that if UACC is no longer the Servicer, the “Servicing Fee” shall be adjusted by the Administrative Agent at the request of the Servicer to reflect the then market rates for the servicing of motor vehicles receivables similar to the Receivables.

“Servicing Fee Rate” means [***]% per annum.

“Short-Term Rating Requirement” means, with respect to any Person, that such Person has a short-term unsecured debt rating of not less than A‑1 by Standard & Poor’s and not less than Prime‑1 by ▇▇▇▇▇’▇.

“Simple Interest Contract” means any Contract under which the portion of a payment allocable to interest and the portion allocable to principal are determined in accordance with the Simple Interest Method.

“Simple Interest Method” means the method of allocating a fixed level payment to principal and interest, pursuant to which the portion of such payment that is allocated to interest is equal to the product of the fixed rate of interest multiplied by the unpaid principal balance multiplied by the period of time elapsed since the preceding payment of interest was made.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA) (or any successor administrator of the Term SOFR Reference Rate).

“Solvent” means, with respect to any Person at any time, having a state of affairs such that (i) the fair value of the property owned by such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (ii) the present fair salable value of the property owned by such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (iii) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities)

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as they mature in the normal course of business; (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (v) such Person is not engaged in business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital.

“Special Purpose Affiliate” means any bankruptcy-remote special purpose entity that is an Affiliate of the Borrower and was created for the purpose of one or more Securitizations.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“State” means any state of the United States or the District of Columbia.

“Subsequent Loan” means each Loan made following the Initial Loan.

“Subsequent Receivable” means each Receivable that becomes a part of the Collateral on a Funding Date other than the Funding Date relating to the Initial Loan.

“Subservicer” means a subservicer appointed by the Servicer and acceptable to the Administrative Agent for the servicing and administration of the Receivables.

“Subsidiary” means, with respect to a Person, any entity with respect to which more than 50% of the outstanding voting securities shall at any time be owned or controlled, directly or indirectly, by such Person and/or one or more of its Subsidiaries, or any similar business organization which is so owned or controlled.

“Successor Servicer” has the meaning given to such term in Section 7.15(b).

“System Description” shall mean a description of the E-Vault System in form and substance satisfactory to the Administrative Agent.

“Tangible Contract” means a Contract that constitutes “tangible chattel paper” under and as defined in Section 9-102(78) of the UCC.

“Tangible Net Worth” means, with respect to any Person, the net worth of such Person calculated in accordance with GAAP, after subtracting therefrom the aggregate amount of such Person’s intangible assets, including goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights and service marks.

“Tax” or “Taxes” means any present or future taxes, levies, imposts, duties, charges, withholding (including backup withholding), assessments or fees of any nature (including interest, penalties and additions thereto) that are imposed by any Government Authority.

“Term SOFR” means, for any calculation on any day, the Term SOFR Reference Rate as of 5:00 p.m. (New York City time) on the Reference Date prior to the applicable Interest Period (each, a “Term SOFR Determination Day”), as such rate is published by the SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination

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Date the Term SOFR Reference Rate has not been published by the SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than [***] U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Term SOFR Reference Rate” means the rate per annum determined by the SOFR Administrator as the forward-looking term rate based on SOFR; provided, that if the Term SOFR Reference Rate determined as provided above shall ever be less than the Floor, then Term SOFR Reference Rate shall be deemed to be the Floor.

“Termination Date” means the earliest to occur of (i) the Business Day designated by the Borrower to the Lenders as the Termination Date at any time following [***] days’ prior written notice, and (ii) the automatic occurrence, or the declaration of the occurrence, of the Termination Date pursuant to Section 9.01(b), or (iii) the Facility Termination Date.

“Termination Event” has the meaning given to such term in Section 9.01(a).

“Test Data File” means a test data file, which shall include the loan master file, the transaction history file and all other files necessary to carry out the servicing obligations hereunder.

“Title Administrator” means each of [***], or any successor thereto, or other Person that has executed an agreement in form and substance satisfactory to the Administrative Agent to provide motor vehicle title administration software and related services to the Servicer.

“Title Administrator Agreement” means a letter agreement from UACC to the Title Administrator, and acknowledged by the Administrative Agent, the Borrower, the Custodian and the Backup Servicer, in form and substance satisfactory to the Administrative Agent, with such changes as may be agreed to in writing by the Administrative Agent from time to time.

“Transfer” has the meaning ascribed to such term in the System Description.

“Transfer Agreement” means a Transfer Agreement in substantially the form attached to the Purchase Agreement as Exhibit A, executed by the Borrower and UACC in connection with a transfer of Receivables and the related Collateral on any Funding Date.

“Transition Expenses” has the meaning given to such term in Section 7.15(e).

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of July 11, 2019, between UACC, as depositor, the Owner Trustee, and [***], as Certificate Registrar.

“UACC” has the meaning given to such term in the Preamble.

“UACC Excess Spread Percentage” means, with respect to any Payment Date and the related Collection Period, an annualized percentage equal to (i) the weighted average APR of all Eligible Receivables that constitute UACC Receivables during such Collection Period minus (ii)

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the sum of (a) either (1) if no Hedging Agreement is in place, the weighted average rate used to calculate Interest pursuant to Section 2.07 multiplied by the Collateral Coverage Ratio or (2) if a Hedging Agreement is in place, the lesser of such weighted average rate used to calculate Interest multiplied by the Collateral Coverage Ratio or the strike rate (or similar concept) of such Hedging Agreement and (b) the sum of (1) the Servicing Fee Rate and (2) the Unused Fee Rate, each multiplied by the Collateral Coverage Ratio, and (3) the annual rate used to calculate the compensation paid to the Backup Servicer and the Custodian (if other than UACC).

“UACC Indemnified Amounts” has the meaning given to such term in Section 10.01(b).

“UACC Indemnified Party” has the meaning given to such term in Section 10.01(b).

“UACC Receivable” means any Receivable originated by the Originator through a network of Dealers other than the Vroom Origination Channel.

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States” or “U.S.” means the United States of America.

“Unmatured Servicer Termination Event” means any event that, with the giving of notice or the lapse of time, or both, would become a Servicer Termination Event.

“Unmatured Termination Event” means any event that, with the giving of notice or the lapse of time, or both, would become a Termination Event.

“Unused Fee” means, with respect to any Payment Date and the related Collection Period, the fee payable by the Borrower pursuant to the Fee Letter on such Payment Date in an amount equal to the product of (i) the Unused Fee Rate and (ii) the Aggregate Commitment minus the average daily Loans Outstanding during such Collection Period.

“Unused Fee Rate” has the meaning set forth in the Fee Letter.

“Upfront Fee” has the meaning given to such term in the Fee Letter.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“▇▇▇▇▇▇▇ Rule” means the regulations adopted to implement Section 619 of the ▇▇▇▇-▇▇▇▇▇ Act.

“Vroom Excess Spread Percentage” means, with respect to any Payment Date and the related Collection Period, an annualized percentage equal to (i) the weighted average APR of all

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Eligible Receivables that constitute Vroom Receivables during such Collection Period minus (ii) the sum of (a) either (1) if no Hedging Agreement is in place, the weighted average rate used to calculate Interest pursuant to Section 2.07 multiplied by the Collateral Coverage Ratio or (2) if a Hedging Agreement is in place, the lesser of such weighted average rate used to calculate Interest multiplied by the Collateral Coverage Ratio or the strike rate (or similar concept) of such Hedging Agreement and (b) the sum of (1) the Servicing Fee Rate and (2) the Unused Fee Rate, each multiplied by the Collateral Coverage Ratio, and (3) the annual rate used to calculate the compensation paid to the Backup Servicer and the Custodian (if other than UACC).

“Vroom Origination Channel” means the network of Dealers established by Vroom Automotive, LLC.

“Vroom Receivable” means any Receivable originated by the Originator through the Vroom Origination Channel.

[***]

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The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided, that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

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If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Notes owned by it any payment in excess of its Invested Percentage in such payment, such Lender shall immediately (i) notify the Administrative Agent of such fact and (ii) purchase from the other Lenders such participations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata (based on the Lender Percentage of each Lender) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (a) the amount of such paying Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by Applicable Law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender was the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section.

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THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY.

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THE FOREGOING PARAGRAPH SHALL APPLY WHETHER OR NOT SUCH LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY.

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The Servicer shall, within [***] Business Days of its receipt thereof, respond to reasonable written directions or written requests for information that the Borrower, the Administrative Agent, the Backup Servicer or the Custodian (if other than UACC) might have with respect to the administration of the Receivables.

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In the case of any inconsistency between this Agreement and the terms of any Insurance Policy, the Servicer shall comply with the latter.

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In the event such independent certified public accountants require the Custodian, the Account Bank or the Backup Servicer to agree to the procedures to be performed by such firm in

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any of the reports required to be prepared pursuant to this Section, the Servicer shall direct the Custodian, the Account Bank or the Backup Servicer in writing to so agree; it being understood and agreed that the Custodian, the Account Bank or the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Custodian, the Account Bank and the Backup Servicer have not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Such report shall also indicate that the firm is “Independent” of the Servicer and its Affiliates within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

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[***]

Upon the occurrence of any of the foregoing, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Event shall not have been remedied within any applicable cure period or waived in writing by the Administrative Agent, the Administrative Agent, by written notice to the Servicer (with a copy to each Hedge Counterparty, the Backup Servicer and the Custodian) (each, a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement.

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[***]

Notwithstanding the foregoing, in no event shall any Indemnified Party (i) be indemnified against any Indemnified Amounts to the extent such Indemnified Amounts are or result from taxes asserted with respect to taxes on, or measured by, the net income of the applicable Indemnified Party or (ii) indemnified twice for the same UACC Indemnified Amount by reason of application of the indemnity provided under Section 5.07 of the Purchase Agreement.

Any amounts subject to the indemnification provisions of this Section and payable by the Borrower shall be paid by the Borrower solely pursuant to the provisions of Section 2.08 in the order and priority set forth therein.

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Notwithstanding the foregoing, it is understood that the Administrative Agent and each Lender or its Affiliates may be required to disclose (and may so disclose, without liability hereunder, provided that it complies with the following sentence) the Confidential Information or portions thereof at the request of a bank examiner or other regulatory authority or in connection with an examination of it or its Affiliates by a bank examiner or other regulatory authority, including in connection with the regulator compliance policy of Administrative Agent or any Lender. Under such circumstances, the related entity agrees to provide notice to the Borrower and UACC as soon as practicable in connection with (and, if possible, before) releasing the Confidential Information to the bank examiner or other regulatory authority pursuant to such request or examination.

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provided, further, that no such agreement shall amend, modify or otherwise affect the rights, protections or duties of the Servicer, the Custodian, the Backup Servicer, the Owner Trustee, the Account Bank or any Hedge Counterparty hereunder without the prior written consent of the Servicer, the Custodian, the Backup Servicer, the Owner Trustee, the Account Bank or any Hedge Counterparty, as the case may be.

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

Warehouse Agreement

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Warehouse Agreement

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Warehouse Agreement

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Warehouse Agreement

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Warehouse Agreement

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SCHEDULE A

REPRESENTATIONS AND WARRANTIES REGARDING SECURITY INTEREST

The Borrower represents and warrants, as of the Closing Date and as of each Funding Date:

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SCHEDULE B

ELIGIBLE RECEIVABLE CRITERIA

An “Eligible Receivable” means, with respect to (i) all Receivables other than Acquired Portfolio Receivables, a Receivable as to which all of the following conditions are satisfied and (ii) all Acquired Portfolio Receivables, a Receivable as to which the Administrative Agent has approved the related sale and purchase agreement and all of the following conditions are satisfied excluding clauses (iii), (iv), (v), (vii), (viii), (ix), (xii), (xxx), (xxxiii), (xxxvii) and (xxxviii):

SB-151

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SB-152

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SB-153

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SB-154

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SB-155

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SB-156

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SCHEDULE C

SCHEDULE OF RECEIVABLES

(Original delivered to the Administrative Agent)

SCHEDULE D

LOCATION OF RECEIVABLE FILES

United Auto Credit Corporation

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Newport Beach, California 92660

[***]

SCHEDULE E

[***]

EXHIBIT A

Form of Funding Request

____________, 201_

[***]
[***]
[***]
[***]

[***]
Ref: UACC Auto Financing Trust V [Address]

Re: UACC Auto Financing Trust V Warehouse Agreement

Ladies and Gentlemen:

The undersigned is a Responsible Officer of UACC Auto Financing Trust V (the “Borrower”) and is authorized to execute and deliver this Funding Request on behalf of the Borrower pursuant to the Warehouse Agreement, dated as of July 11, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Warehouse Agreement”), among the Borrower, United Auto Credit Corporation, as servicer and as custodian, [***], as backup servicer and account bank, the Lenders from time to time party thereto, and [***], as administrative agent. Capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Warehouse Agreement.

The Borrower hereby requests that a Loan be made under the Warehouse Agreement on __________, ____ in the amount of $__________.

In connection with the foregoing, the undersigned hereby certifies, on behalf of the Borrower, as follows:

UACC AUTO FINANCING TRUST V

By: UNITED AUTO CREDIT CORPORATION, as Attorney-In-Fact

By:

Name:
Title:

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EXHIBIT B

FORM OF NOTE

[DATE]

FOR VALUE RECEIVED, the undersigned, UACC AUTO FINANCING TRUST V, a Delaware statutory trust (the “Borrower”), promises to pay to [***], as agent for the Lenders (the “Administrative Agent”), at the office of the Administrative Agent set forth in the Warehouse Agreement, dated as of July 11, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Warehouse Agreement”) among the Borrower, United Auto Credit Corporation, as servicer and as custodian, [***], as backup servicer and account bank, the Lenders named therein, and the Administrative Agent, on the Termination Date, in lawful money of the United States of America and in immediately available funds, the principal amount of [__________] Dollars ($[__________]), or, if less, such Lender’s Invested Percentage of the Loans Outstanding under the Warehouse Agreement, and to pay interest at such office, in like money, from the date hereof on the unpaid principal amount of such ▇▇▇▇▇▇’s Invested Percentage of the Loans from time to time outstanding at the rates and on the dates specified in the Warehouse Agreement.

The Administrative Agent is authorized to record, on the schedules annexed hereto and made a part hereof or on other appropriate records, the date and the amount each Lender’s Invested Percentage of each Loan made under the Warehouse Agreement, each continuation thereof, the funding period for such Loan and the date and amount of each payment or prepayment of principal thereof. Any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided that the failure of the Administrative Agent to make any such recordation (or any error in such recordation) shall not affect the obligations of the Borrower hereunder or under the Warehouse Agreement in respect of the Loans or each Lender’s Invested Percentage thereof.

This Note is one of the Notes referred to in the Warehouse Agreement, and is entitled to the benefits thereof. Capitalized terms used herein and defined herein have the meanings given them in the Warehouse Agreement. This Note is subject to periodic pay-downs, and optional and mandatory prepayment as provided in the Warehouse Agreement.

Upon the occurrence of a Termination Event, the Administrative Agent, on behalf of the Secured Parties, shall have all of the remedies specified in the Warehouse Agreement. The Borrower hereby waives presentment, demand, protest and all notices of any kind.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

UACC AUTO FINANCING TRUST V/

By: [***], not in its individual capacity but solely as Owner Trustee

By:

Name:
Title:

B-163

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Schedule 1 to
Note

B-164

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EXHIBIT C

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated __________, 201

Reference is made to the Warehouse Agreement, dated as of July 11, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Warehouse Agreement”), among UACC Auto Financing Trust V, as borrower, United Auto Credit Corporation, as servicer and as custodian, [***], as backup servicer and account bank, the lenders from time to time parties thereto and [***], as administrative agent (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Warehouse Agreement.

__________________ (the “Assignor”) and ___________________ (the “Assignee”) agree as follows:

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IN WITNESS WHEREOF, the Assignor and the Assignee have executed this Acceptance and Assignment as of the __ day of ________, 201 .

_______________, as Assignor

By:

Name:
Title:

_______________, as Assignee

By:

Name:
Title:

cc:

UACC Auto Financing Trust V
c/o [***]

With a copy to:
United Auto Credit Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: [***]
Telephone No.: [***]
Email: [***]

C-167

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Schedule 1
to
Assignment and Acceptance
Dated _________, 20_

C-168

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EXHIBIT D

CREDIT AND COLLECTION POLICY

[Provided In Electronic Form]

EXHIBIT E

FORM OF POWER OF ATTORNEY

This Power of Attorney (this “Power of Attorney”) is executed and delivered by UACC Auto Financing Trust V (“Grantor”) to [***], as Administrative Agent (“Attorney”), pursuant to the Warehouse Agreement, dated as of July 11, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Warehouse Agreement”), among UACC Auto Financing Trust V, as borrower (the “Borrower”), United Auto Credit Corporation, as servicer and as custodian, [***], acting through its Corporate Trust Services division, as backup servicer and account bank, the lenders from time to time parties thereto, and [***], as administrative agent. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Warehouse Agreement.

No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall inquire into or seek confirmation from Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. This Power of Attorney is coupled with an interest and may not be revoked or canceled by Grantor until all Aggregate Unpaids have been indefeasibly paid in full or Attorney has provided its written consent thereto.

Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in its place and stead and in its name or in Attorney’s own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of the Warehouse Agreement, and, without limiting the generality of the foregoing, hereby grants to Attorney the power and right, on its behalf, without notice to or assent by it, upon the occurrence and during the continuance of any Termination Event, to do the following: (a) exercise all rights and privileges of Grantor under the Purchase Agreement (including each Transfer Agreement); (b) pay or discharge any taxes, Liens or other encumbrances levied or placed on or threatened against Grantor or Grantor’s property; (c) defend any suit, action or proceeding brought against Grantor if Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to Grantor whenever payable and to enforce any other right in respect of Grantor’s property; (e) sell, transfer, pledge, make any agreement with respect to or otherwise deal with, any of Grantor’s property, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of

conveyance or transfer in connection therewith; and (f) cause the certified public accountants then engaged by ▇▇▇▇▇▇▇ to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any reports required to be prepared by or on behalf of Grantor under the Warehouse Agreement or any other Basic Document, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and Grantor’s expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon its property or assets and the Liens of the Administrative Agent, as agent for the Secured Parties thereon, all as fully and effectively as it might do. All actions taken by Attorney pursuant to this Power of Attorney may be taken directly by the Administrative Agent.

Grantor hereby ratifies, to the extent permitted by Applicable Law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney is executed by Grantor as of this __ day of [_____________] 2019.

UACC AUTO FINANCING TRUST V

By: [***], not in its individual capacity but solely as Owner Trustee

By:

Name:
Title:

Sworn to and subscribed before

me this __ day of [_________] 2019

_____________________________________

Notary Public

[NOTARY SEAL]

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EXHIBIT F

[***]

EXHIBIT G

FORM OF RELEASE OF DOCUMENTS

__________, 201

[Custodian]


Attention:

Re: UACC Auto Financing Trust V Warehouse Agreement

Ladies and Gentlemen:

Reference is made to the Warehouse Agreement, dated as of July 11, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Warehouse Agreement”), among UACC Auto Financing Trust V, as borrower, United Auto Credit Corporation, as servicer (the “Servicer”) and as custodian, [***], as backup servicer and account bank, the lenders from time to time parties thereto, and [***], as administrative agent (the “Administrative Agent”).

The undersigned, in its capacity as Servicer under the Warehouse Agreement, hereby requests (check one):

______ that the Custodian release to the Servicer the Receivable Files or other documents set forth on Schedule A to this Release of Documents. All documents so released to the Servicer shall be held by the Servicer in trust for the benefit of the Administrative Agent in accordance with the terms of the Warehouse Agreement and the Servicer agrees to return to the Custodian the Receivable File or other such documents when the Servicer’s need therefor no longer exists.

______ that the Custodian permanently release to the Servicer the Receivable Files or other documents set forth on Schedule B to this Release of Documents and the Servicer certifies with respect to such Receivable Files that the related Receivable has been liquidated, prepaid or repaid and that all amounts received in connection with such liquidated Receivable have been credited to the Collection Account as provided in the Warehouse Agreement.

Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed thereto in the Warehouse Agreement.

The undersigned has executed this Release of Documents as of the date first written above.

UNITED AUTO CREDIT CORPORATION

By:

Name:
Title:

AGREED AND ACCEPTED:

,

as Custodian

By:

Name:
Title:

EXHIBIT H

FORM OF RECEIVABLE RECEIPT

__________, 201

[***]
as Administrative Agent
[***]
[***]
[***]

[***]
Ref: UACC Auto Financing Trust V

Attention: [___________]

Re: UACC Auto Financing Trust V Warehouse Agreement

Ladies and Gentlemen:

Reference is made to the Warehouse Agreement, dated as of July 11, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Warehouse Agreement”), among UACC Auto Financing Trust V, as borrower, United Auto Credit Corporation (“UACC”), as servicer and as custodian (in such capacity, the “Custodian”), [***], as backup servicer and account bank, the lenders from time to time parties thereto, and [***], as administrative agent (the “Administrative Agent”).

The undersigned, on behalf of UACC, in its capacity as Custodian under the Warehouse Agreement, hereby acknowledges (i) delivery of the executed original counterpart of the Contracts set forth on Schedule 1 hereto, evidencing the related Receivables and (ii) stating that the executed original counterparts of the Contracts set forth on Schedule 2 hereto have not been delivered to the Custodian or are mutilated or damaged in any material respect.

Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed thereto in the Warehouse Agreement.

UNITED AUTO CREDIT CORPORATION,
as Custodian

By:

Name:
Title:

Schedule 1
To Receivable Receipt

H-176

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Schedule 2
To Receivable Receipt

H-177

155673.00101/154424345v.13

EXHIBIT I

FORM OF SECURITIZATION RELEASE

Reference is hereby made to the Warehouse Agreement, Warehouse Agreement, dated as of July 11, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Warehouse Agreement”), among the Borrower, United Auto Credit Corporation, as servicer and as custodian, [***], as backup servicer and account bank, the Lenders from time to time party thereto, and [***], as administrative agent. Capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Warehouse Agreement.

The Borrower hereby represents and warrants that each condition in the Warehouse Agreement and each other Basic Document, to the consummation of the Securitization to which this Securitization Release relates, has been satisfied, including but not limited to delivery of (i) the executed Securitization Date Certificate, in substantially the form attached hereto as Annex 1 and (i) the executed notice, in substantially the form attached hereto as Annex 2.

Upon deposit in the Collection Account of $___________ in accordance with Section 2.15(a)(iv) in immediately available funds, the Administrative Agent hereby releases all of its right, title and interest, including its Lien, in and to the following:

Executed as of __________, 201_.

UACC AUTO FINANCING TRUST V, as Borrower

By: UNITED AUTO CREDIT CORPORATION, as Attorney-In-Fact

By:

Name:
Title:

UNITED AUTO CREDIT CORPORATION, as Servicer

By:

Name:
Title:

[***], as Administrative Agent

By:

Name:
Title:

I-179

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ANNEX 1

UACC AUTO FINANCING TRUST V

SECURITIZATION DATE CERTIFICATE
PURSUANT TO SECTION 2.15(a)
OF THE WAREHOUSE AGREEMENT

UACC AUTO FINANCING TRUST V, a Delaware statutory trust, as borrower (the “Borrower”), delivers this certificate pursuant to Section 2.15(a) of the Warehouse Agreement, dated as of July 11, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Warehouse Agreement”), among the Borrower, United Auto Credit Corporation, as servicer and as custodian, [***], as backup servicer and account bank, the Lenders from time to time party thereto, and [***], as administrative agent, and hereby certifies, as of the date hereof, the following:

Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Warehouse Agreement.

I-180

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IN WITNESS WHEREOF, the Borrower has caused this certificate to be executed on its behalf this ___ day of _________, 201_.

UACC AUTO FINANCING TRUST V, as Borrower

By: UNITED AUTO CREDIT CORPORATION, as Attorney-In-Fact

By:

Name:
Title:

I-181

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ANNEX 2

FORM OF NOTICE

UACC AUTO FINANCING TRUST V
 

______________, 20___

[***],

as Administrative Agent

[***]

[***]

[***]

[***]

Ref: UACC Auto Financing Trust V

Attention: [_____________]

Re: UACC AUTO FINANCING TRUST V– Warehouse Agreement

Ladies and Gentlemen:

Reference is made to the Warehouse Agreement, dated as of July 11, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Warehouse Agreement”), among the Borrower, United Auto Credit Corporation, as servicer and as custodian, [***], as backup servicer and account bank, the Lenders from time to time party thereto, and [***], as administrative agent.

Pursuant to Section 2.15(a)(i) of the Warehouse Agreement, the Borrower gives notice of its intent to effect a Securitization on or about __________, 20__ (which date is no fewer than [***] Business Days after the date of delivery of this notice to the Administrative Agent).

Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Warehouse Agreement.

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Very truly yours,

UACC AUTO FINANCING TRUST V

By: UNITED AUTO CREDIT CORPORATION, as Attorney-In-Fact

By:

Name:
Title:

I-183

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Schedule I

Securitization Release

Schedule of Securitized Assets