Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

Bridgecrest Acceptance Corporation ("BAC") and Bridgecrest Auto Funding LLC ("BAF") entered into a Purchase Agreement (the "Purchase Agreement"), dated as of April 24, 2024, (the "Closing Date"), pursuant to which BAC transferred to BAF certain motor vehicle retail installment sales contracts relating to certain new and used automobiles, light-duty trucks, SUVs and vans (the "Receivables") and related property. Bridgecrest Lending Auto Securitization Trust 2024-2 (the "Issuer"), a Delaware statutory trust, was established by a Trust Agreement, dated as of December 22, 2023, which was amended and restated by an Amended and Restated Trust Agreement, dated as of the Closing Date (the "Amended and Restated Trust Agreement"), by and between BAF, as depositor, and Wilmington Trust, National Association, as owner trustee. Bridgecrest Lending Auto Securitization Grantor Trust 2024-2 (the "Grantor Trust"), a Delaware statutory trust, was established by a Trust Agreement, dated as of December 22, 2023, which was amended and restated by an Amended and Restated Trust Agreement, dated as of the Closing Date (the "Amended and Restated Grantor Trust Agreement"), by and between the Issuer, as grantor trust seller, and Wilmington Trust, National Association, as grantor trust trustee. On the Closing Date, the Issuer entered into a Sale and Servicing Agreement, dated as of the Closing Date (the "Sale and Servicing Agreement"), with the Grantor Trust, BAF, as seller, BAC, as servicer, and Computershare Trust Company, National Association, as indenture trustee (the "Indenture Trustee") and standby servicer, pursuant to which the Receivables and related property were transferred to the Issuer and pursuant to which BAC agreed to act as servicer for the Receivables. On the Closing Date, the Issuer entered into a Receivables Contribution Agreement, dated as of the Closing Date (the "Receivables Contribution Agreement"), with the Grantor Trust, pursuant to which the Receivables and related property were transferred to the Grantor Trust. On the Closing Date, the Issuer, the Grantor Trust, BAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, entered into an Asset Representations Review Agreement, dated as of the Closing Date (the "Asset Representations Review Agreement"), relating to the review of certain representations relating to the Receivables after satisfaction of certain conditions. Also, on the Closing Date, the Issuer entered into an Indenture, dated as of the Closing Date (the "Indenture"), by and among the Issuer, the Grantor Trust and the Indenture Trustee. Pursuant to the Indenture, the Issuer caused the issuance of the following notes: the Class A-1 5.576% Auto Loan Asset Backed Notes, the Class A-2 5.78% Auto Loan Asset Backed Notes, the Class A-3 5.84% Auto Loan Asset Backed Notes, the Class B 5.94% Auto Loan Asset Backed Notes, the Class C 6.07% Auto Loan Asset Backed Notes and the Class D 6.30% Auto Loan Asset Backed Notes (collectively, the "Publicly Registered Notes") and the Class E 8.21% Auto Loan Asset Backed Notes (the "Retained Notes" and together with the Publicly Registered Notes, the "Notes"). Also pursuant to the Indenture, the Issuer and the Grantor Trust granted a security interest in the Receivables and other related property to secure the Notes. Also, on the Closing Date, the Issuer, the Grantor Trust, BAC, as administrator, and the Indenture Trustee entered into an Administration Agreement, dated as of the Closing Date (the "Administration Agreement"), relating to the provision by BAC of certain administration services on behalf of the Issuer and the Grantor Trust relating to the Notes. The Publicly Registered Notes were sold to Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC and Fifth Third Securities, Inc. (together, the "Underwriters"), pursuant to an Underwriting Agreement, dated as of April 17, 2024, by and among BAC, BAF and Citigroup Global Markets Inc., on behalf of itself and as representative of the Underwriters. The Publicly Registered Notes have been registered pursuant to the Securities Act of 1933, as amended (the "Act"), under a Registration Statement on Form SF-3 (Commission File No. 333-271899).

Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the Purchase Agreement, as Exhibit 10.2 is the Sale and Servicing Agreement, as Exhibit 10.3 is the Receivables Contribution Agreement, as Exhibit 10.4 is the Administration Agreement, as Exhibit 10.5 is the Amended and Restated Trust Agreement, as Exhibit 10.6 is the Amended and Restated Grantor Trust Agreement and as Exhibit 10.7 is the Asset Representations Review Agreement.