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Equibles

10-Q

Enova International, Inc. (ENVA)

10-Q 2021-08-02 For: 2021-06-30
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Added on April 11, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

Commission File Number 1-35503

Enova International, Inc.

(Exact name of registrant as specified in its charter)

Delaware 45-3190813
(State or other jurisdiction of<br><br><br>Incorporation or organization) (I.R.S. Employer<br><br><br>Identification No.)
175 West Jackson Blvd.<br><br><br>Chicago, Illinois 60604
(Address of principal executive offices) (Zip Code)

(312) 568-4200

(Registrant’s telephone number, including area code)

NONE

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $.00001 par value per share ENVA New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☒

36,873,897 of the Registrant’s common shares, $.00001 par value, were outstanding as of July 29, 2021.

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these statements. These forward-looking statements give current expectations or forecasts of future events and reflect the views and assumptions of senior management with respect to the business, financial condition, operations and prospects of Enova International, Inc. and its subsidiaries (collectively, the “Company”). When used in this report, terms such as “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “intends,” “anticipates,” “may,” “forecast,” “project” and similar expressions or variations as they relate to the Company or its management are intended to identify forward-looking statements. Forward-looking statements address matters that involve risks and uncertainties that are beyond the ability of the Company to control and, in some cases, predict. Accordingly, there are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these statements. Key factors that could cause the Company’s actual financial results, performance or condition to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, the following:

• the effect of the COVID-19 pandemic on our operations;
• the effect of laws and regulations targeting our industry that directly or indirectly regulate or prohibit our operations or render them unprofitable or impractical;
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• the effect of and compliance with domestic and international consumer credit, tax and other laws and government rules and regulations applicable to our business, including changes in such laws, rules and regulations, or changes in the interpretation or enforcement thereof, and the regulatory and examination authority of the Consumer Financial Protection Bureau with respect to providers of consumer financial products and services in the United States;
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• the effect of and compliance with enforcement actions, orders and agreements issued by applicable regulators, such as the January 2019 Consent Order issued by the Consumer Financial Protection Bureau;
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• changes in federal or state laws or regulations, or judicial decisions involving licensing or supervision of commercial lenders, interest rate limitations, the enforceability of choice of law provisions in loan agreements, the validity of bank sponsor partnerships, the use of brokers or other significant changes;
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• our ability to process or collect loans and finance receivables through the Automated Clearing House system;
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• the deterioration of the political, regulatory or economic environment in countries where we operate or in the future may operate;
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• the actions of third parties who provide, acquire or offer products and services to, from or for us;
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• public and regulatory perception of the consumer loan business, small business financing and our business practices;
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• the effect of any current or future litigation proceedings and any judicial decisions or rulemaking that affects us, our products or the legality or enforceability of our arbitration agreements;
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• changes in demand for our services, changes in competition and the continued acceptance of the online channel by our customers;
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• changes in our ability to satisfy our debt obligations or to refinance existing debt obligations or obtain new capital to finance growth;
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• a prolonged interruption in the operations of our facilities, systems and business functions, including our information technology and other business systems;
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• compliance with laws and regulations applicable to our international operations, including anti-corruption laws such as the Foreign Corrupt Practices Act and international anti-money laundering, trade and economic sanctions laws;
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• our ability to attract and retain qualified officers;
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• cyber-attacks or security breaches;
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• acts of God, war or terrorism, pandemics and other events;
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• the ability to successfully integrate newly acquired businesses into our operations;
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• interest rate and foreign currency exchange rate fluctuations;
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• changes in the capital markets, including the debt and equity markets;
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• the effect of any of the above changes on our business or the markets in which we operate;
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• the risk that the Company will not successfully integrate acquired companies or that costs associated with integration are higher than anticipated;
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• the risk that the cost savings, synergies, growth and cash flows from acquisitions will not be fully realized or will take longer to realize than expected;
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• litigation risk related to acquisitions; and
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• other risks and uncertainties described herein.
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The foregoing list of factors is not exhaustive and new factors may emerge or changes to these factors may occur that would impact the Company’s business and cause actual results to differ materially from those expressed in any of our forward-looking statements. Additional information regarding these and other factors may be contained in the Company’s filings with the Securities and Exchange Commission (the “SEC”). Readers of this report are encouraged to review all of the Risk Factors contained in the Company’s filings with the SEC to obtain more detail about the Company’s risks and uncertainties. All forward-looking statements involve risks, assumptions and uncertainties. The occurrence of the events described, and the achievement of the expected results, depends on many events, some or all of which are not predictable or within the Company’s control. If one or more events related to these or other risks or uncertainties materialize, or if management’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. The forward-looking statements in this report are made as of the date of this report, and the Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this report. All forward-looking statements in this report are expressly qualified in their entirety by the foregoing cautionary statements.

ENOVA INTERNATIONAL, INC.

INDEX TO FORM 10-Q

Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets – June 30, 2021 and 2020 and December 31, 2020 1
Consolidated Statements of Income – Three and Six Months Ended June 30, 2021 and 2020 3
Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2021 and 2020 4
Consolidated Statements of Stockholders’ Equity – Three and Six Months Ended June 30, 2021 and 2020 5
Consolidated Statements of Cash Flows – Six Months Ended June 30, 2021 and 2020 7
Notes to Consolidated Financial Statements 8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23
Item 3. Quantitative and Qualitative Disclosures About Market Risk 42
Item 4. Controls and Procedures 42
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 43
Item 1A. Risk Factors 43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 43
Item 3. Defaults upon Senior Securities 43
Item 4. Mine Safety Disclosures 43
Item 5. Other Information 43
Item 6. Exhibits 44
SIGNATURES 45

ITEM 1. FINANCIAL STATEMENTS

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)

(Unaudited)

December 31,
2020 2020
Assets
Cash and cash equivalents(1) 394,353 $ 321,472 $ 297,273
Restricted cash(1) 52,806 43,547 71,927
Loans and finance receivables at fair value(1) 1,408,703 799,662 1,241,506
Income taxes receivable 337 10,510 —
Other receivables and prepaid expenses(1) 48,476 28,541 40,301
Property and equipment, net 80,430 60,030 79,417
Operating lease right-of-use assets 37,752 20,302 40,123
Goodwill 279,275 267,868 267,974
Intangible assets, net 39,472 1,650 26,008
Other assets(1) 53,185 25,391 43,546
Total assets 2,394,789 $ 1,578,973 $ 2,108,075
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses(1) 140,571 $ 87,691 $ 124,071
Operating lease liabilities 64,233 35,605 67,956
Income taxes currently payable — — 2,624
Deferred tax liabilities, net 66,740 72,869 48,129
Long-term debt(1) 1,028,488 906,588 946,461
Total liabilities 1,300,032 1,102,753 1,189,241
Commitments and contingencies (Note 8)
Stockholders’ equity:
Common stock, 0.00001 par value, 250,000,000 shares authorized, 43,185,473, 36,179,966 and 41,936,784 shares issued and 36,872,424, 30,101,689 and 35,762,926 outstanding as of June 30, 2021 and 2020 and December 31, 2020, respectively — — —
Preferred stock, 0.00001 par value, 25,000,000 shares authorized, no shares issued and outstanding — — —
Additional paid in capital 211,548 71,100 187,981
Retained earnings 1,005,563 525,108 849,466
Accumulated other comprehensive loss (6,011 ) (8,599 ) (6,898 )
Treasury stock, at cost (6,313,049, 6,078,277 and 6,173,858 shares as of June 30, 2021 and 2020 and December 31, 2020, respectively) (117,439 ) (111,389 ) (113,201 )
Total Enova International, Inc. stockholders’ equity 1,093,661 476,220 917,348
Noncontrolling interest 1,096 — 1,486
Total stockholders’ equity 1,094,757 476,220 918,834
Total liabilities and stockholders’ equity 2,394,789 $ 1,578,973 $ 2,108,075

All values are in US Dollars.

(1) Includes amounts in wholly owned, bankruptcy-remote special purpose subsidiaries (“VIEs”) presented separately in the table below.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)

(Unaudited)

The following table presents the aggregated assets and liabilities of consolidated VIEs, which are included in the Consolidated Balance Sheets above. The assets in the table below may only be used to settle obligations of consolidated VIEs and are in excess of those obligations. See Note 1 for additional information.

June 30, December 31,
2021 2020 2020
Assets of consolidated VIEs, included in total assets above
Cash and cash equivalents $ 1,991 $ 525 $ 420
Restricted cash 42,789 41,235 64,811
Loans and finance receivables at fair value 533,215 404,734 528,877
Other receivables and prepaid expenses 4,355 4,893 4,827
Other assets 925 2,102 1,639
Total assets $ 583,275 $ 453,489 $ 600,574
Liabilities of consolidated VIEs, included in total liabilities above
Accounts payable and accrued expenses $ 4,247 $ 2,180 $ 3,056
Affiliate note payable 4,220 — 4,065
Long-term debt 410,076 290,993 329,855
Total liabilities $ 418,543 $ 293,173 $ 336,976

See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Revenue $ 264,720 $ 253,061 $ 524,164 $ 615,313
Change in Fair Value (5,587 ) (120,672 ) (26,665 ) (356,391 )
Net Revenue 259,133 132,389 497,499 258,922
Expenses
Marketing 55,254 2,988 83,822 37,546
Operations and technology 35,035 16,504 70,662 47,770
General and administrative 38,675 22,336 82,764 50,287
Depreciation and amortization 7,460 4,004 14,087 7,674
Total Expenses 136,424 45,832 251,335 143,277
Income from Operations 122,709 86,557 246,164 115,645
Interest expense, net (19,416 ) (20,372 ) (39,330 ) (40,753 )
Foreign currency transaction (loss) gain (240 ) (18 ) (274 ) 23
Equity method investment income 1,471 — 2,029 —
Other nonoperating expenses (750 ) — (1,128 ) —
Income before Income Taxes 103,774 66,167 207,461 74,915
Provision for income taxes 23,224 18,141 50,940 21,141
Net income from continuing operations before noncontrolling interest 80,550 48,026 156,521 53,774
Less: Net income attributable to noncontrolling interest 373 — 424 —
Net income from continuing operations 80,177 48,026 156,097 53,774
Net loss from discontinued operations — — — (288 )
Net income attributable to Enova International, Inc. $ 80,177 $ 48,026 $ 156,097 $ 53,486
Earnings (Loss) Per Share attributable to Enova International, Inc.:
Earnings (loss) per common share – basic:
Continuing operations $ 2.18 $ 1.59 $ 4.28 $ 1.72
Discontinued operations — — — (0.01 )
Earnings (loss) per common share – basic $ 2.18 $ 1.59 $ 4.28 $ 1.71
Earnings (loss) per common share – diluted:
Continuing operations $ 2.10 $ 1.58 $ 4.13 $ 1.70
Discontinued operations — — — (0.01 )
Earnings (loss) per common share – diluted $ 2.10 $ 1.58 $ 4.13 $ 1.69
Weighted average common shares outstanding:
Basic 36,801 30,203 36,457 31,270
Diluted 38,142 30,352 37,816 31,592

See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Net income from continuing operations before noncontrolling interest $ 80,550 $ 48,026 $ 156,521 $ 53,486
Other comprehensive loss, net of tax:
Foreign currency translation gain (loss)^(^^1)^ 2,487 (792 ) 1,157 (5,533 )
Ownership change in noncontrolling interest — — (270 ) —
Total other comprehensive gain (loss), net of tax 2,487 (792 ) 887 (5,533 )
Comprehensive Income 83,037 47,234 157,408 47,953
Net income attributable to noncontrolling interest (373 ) — (424 ) —
Foreign currency translation loss attributable to noncontrolling interests 19 — 12 —
Ownership change in noncontrolling interest — — 802 —
Comprehensive (income) loss attributable to the noncontrolling interest (354 ) — 390 —
Comprehensive income attributable to Enova International, Inc. $ 82,683 $ 47,234 $ 157,798 $ 47,953
(1) Net of tax (provision) benefit of $(781) and $244 for the three months ended June 30, 2021 and 2020, respectively, and $(256) and $1,705 for the six months ended June 30, 2021 and 2020, respectively.
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See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)

Total Enova
Accumulated International,
Additional Other Inc. Total
Common Stock Paid in Retained Comprehensive Treasury Stock, at cost Stockholders' Noncontrolling Stockholders'
Shares Amount Capital Earnings Loss Shares Amount Equity Interest Equity
Balance at March 31, 2020 36,112 $ — $ 67,440 $ 477,082 $ (7,807 ) (5,104 ) $ (98,501 ) $ 438,214 $ — $ 438,214
Stock-based compensation expense — — 3,660 — — — — 3,660 — 3,660
Shares issued for vested RSUs 68 — — — — — — — — —
Shares issued for stock option exercises — — — — — — — — — —
Net income attributable to Enova International, Inc. — — — 48,026 — — — 48,026 — 48,026
Foreign currency translation loss, net of tax — — — — (792 ) — — (792 ) — (792 )
Purchases of treasury shares, at cost — — — — — (974 ) (12,888 ) (12,888 ) — (12,888 )
Balance at June 30, 2020 36,180 $ — $ 71,100 $ 525,108 $ (8,599 ) (6,078 ) $ (111,389 ) $ 476,220 $ — $ 476,220
Balance at March 31, 2021 42,863 $ — $ 203,765 $ 925,386 $ (8,498 ) (6,264 ) $ (115,787 ) $ 1,004,866 $ 742 $ 1,005,608
Stock-based compensation expense — — 5,250 — — — — 5,250 — 5,250
Shares issued for vested RSUs 209 — — — — — — — — —
Shares issued for stock option exercises 113 — 2,533 — — — — 2,533 — 2,533
Net income attributable to Enova International, Inc. — — — 80,177 — — — 80,177 — 80,177
Foreign currency translation gain (loss), net of tax — — — — 2,487 — — 2,487 (19 ) 2,468
Purchases of treasury shares, at cost — — — — — (49 ) (1,652 ) (1,652 ) — (1,652 )
Net income attributable to noncontrolling interest — — — — — — — — 373 373
Balance at June 30, 2021 $ 43,185 $ — $ 211,548 $ 1,005,563 $ (6,011 ) $ (6,313 ) $ (117,439 ) $ 1,093,661 $ 1,096 $ 1,094,757

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)

Total Enova
Accumulated International,
Additional Other Inc. Total
Common Stock Paid in Retained Comprehensive Treasury Stock, at cost Stockholders’ Noncontrolling Stockholders’
Shares Amount Capital Earnings Loss Shares Amount Equity Interest Equity
Balance at December 31, 2019 35,765 $ — $ 63,791 $ 372,681 $ (3,066 ) (2,790 ) $ (56,793 ) $ 376,613 $ — $ 376,613
Stock-based compensation expense — — 7,120 — — — — 7,120 — 7,120
Shares issued for vested RSUs 399 — — — — — — — — —
Shares issued for stock option exercises 16 — 189 — — — — 189 — 189
Net income attributable to Enova International, Inc. — — — 53,486 — — — 53,486 — 53,486
Foreign currency translation loss, net of tax — — — — (5,533 ) — — (5,533 ) — (5,533 )
Purchases of treasury shares, at cost — — — — — (3,288 ) (54,596 ) (54,596 ) — (54,596 )
Cumulative effect of accounting change — — — 98,941 — — — 98,941 — 98,941
Balance at June 30, 2020 36,180 $ — $ 71,100 $ 525,108 $ (8,599 ) (6,078 ) $ (111,389 ) $ 476,220 $ — $ 476,220
Balance at December 31, 2020 41,937 $ — $ 187,981 $ 849,466 $ (6,898 ) (6,174 ) $ (113,201 ) $ 917,348 $ 1,486 $ 918,834
Stock-based compensation expense — — 11,054 — — — — 11,054 — 11,054
Shares issued for vested RSUs 743 — — — — — — — — —
Shares issued for stock option exercises 505 — 11,441 — — — — 11,441 — 11,441
Net income attributable to Enova International, Inc. — — — 156,097 — — — 156,097 — 156,097
Foreign currency translation gain (loss), net of tax — — — — 1,157 — — 1,157 (12 ) 1,145
Purchases of treasury shares, at cost — — — — — (139 ) (4,238 ) (4,238 ) — (4,238 )
Ownership change in noncontrolling interest — — 1,072 — (270 ) — — 802 (802 ) —
Net income attributable to noncontrolling interest — — — — — — . — 424 424
Balance at June 30, 2021 43,185 $ — $ 211,548 $ 1,005,563 $ (6,011 ) (6,313 ) $ (117,439 ) $ 1,093,661 $ 1,096 $ 1,094,757

See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

Six Months Ended
June 30,
2021 2020
Cash Flows from Operating Activities
Net income before noncontrolling interest $ 156,521 $ 53,486
Add: net loss from discontinued operations — 288
Net income from continuing operations 156,521 53,774
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 14,087 7,674
Amortization of deferred loan costs and debt discount 3,121 3,173
Change in fair value of loans and finance receivables 25,708 356,391
Stock-based compensation expense 11,054 7,120
Loss on early extinguishment of debt 378 —
Operating leases, net (1,349 ) (839 )
Deferred income taxes, net 18,369 (1,793 )
Changes in operating assets and liabilities:
Finance and service charges on loans and finance receivables (3,991 ) 65,826
Other receivables and prepaid expenses and other assets (6,223 ) (2,452 )
Accounts payable and accrued expenses 5,170 (27,970 )
Current income taxes (2,915 ) 22,830
Cash flows from operating activities - continuing operations 219,930 483,734
Cash flows from operating activities - discontinued operations — (288 )
Net cash provided by operating activities 219,930 483,446
Cash Flows from Investing Activities
Loans and finance receivables originated or acquired (1,054,719 ) (467,468 )
Loans and finance receivables repaid 870,513 426,376
Acquisitions, net of cash acquired (28,358 ) (3,597 )
Purchases of property and equipment (14,402 ) (12,716 )
Other investing activities 25 57
Net cash used in investing activities (226,941 ) (57,348 )
Cash Flows from Financing Activities
Borrowings under revolving line of credit 102,000 100,250
Repayments under revolving line of credit (102,000 ) (172,250 )
Borrowings under securitization facilities 312,087 119,200
Repayments under securitization facilities (230,952 ) (134,297 )
Debt issuance costs paid (3,744 ) (388 )
Proceeds from exercise of stock options 11,441 189
Treasury shares purchased (4,238 ) (54,596 )
Net cash provided by (used in) financing activities 84,594 (141,892 )
Effect of exchange rates on cash, cash equivalents and restricted cash 376 (151 )
Net increase in cash, cash equivalents and restricted cash 77,959 284,055
Cash, cash equivalents and restricted cash at beginning of year 369,200 80,964
Cash, cash equivalents and restricted cash at end of period $ 447,159 $ 365,019
Supplemental Disclosures
Loans and finance receivables renewed $ 97,401 $ 28,263

See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Significant Accounting Policies

Nature of the Company

Enova International, Inc. and its subsidiaries (collectively, the “Company”) operates an internet-based lending platform to serve customers in need of cash to fulfill their financial responsibilities. Through a network of direct and indirect marketing channels, the Company offers funds to its customers through a variety of unsecured loan and finance receivable products. The business is operated primarily through the internet to provide convenient, fully-automated financial solutions to its customers. The Company originates, arranges, guarantees or purchases consumer loans and provides financing to small businesses through a line of credit account, installment loan or receivables purchase agreement product (“RPAs”). Consumer loans include installment loans and line of credit accounts. RPAs represent a right to receive future receivables from a small business. The Company also provides services related to third-party lenders’ consumer loan products by acting as a credit services organization or credit access business on behalf of consumers in accordance with applicable state laws (“CSO program”).

Basis of Presentation

The consolidated financial statements of the Company reflect the historical results of operations and cash flows of the Company during each respective period. The consolidated financial statements include goodwill and intangible assets arising from businesses previously acquired. The financial information included herein may not be indicative of the consolidated financial position, operating results, changes in stockholders’ equity and cash flows of the Company in the future. Intercompany transactions are eliminated.

The Company consolidates any variable interest entity (“VIE”) where it has been determined it is the primary beneficiary. The primary beneficiary is the entity which has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance as well as the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE.

On July 28, 2020, the Company and OnDeck Capital Inc. (“OnDeck”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) among the Company, OnDeck and Energy Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub would merge with and into OnDeck, with OnDeck surviving as an indirect wholly owned subsidiary of the Company. On October 13, 2020, the Company and OnDeck completed the transaction following the approval of OnDeck’s stockholders and the satisfaction of all other closing conditions. The accompanying unaudited consolidated results of operations for the three and six months ended June 30, 2021 include the results of operations for OnDeck, affecting comparability of 2021 and 2020 amounts. The Company has performed a valuation analysis of identifiable assets acquired and liabilities assumed and allocated the aggregate purchase consideration based on the fair values of those identifiable assets and liabilities. The purchase price allocation is subject to change as the Company finalizes the analysis of the fair value at the acquisition date. The final determination of the fair value of assets acquired and liabilities assumed will be completed within the twelve month measurement period from the acquisition date as required by applicable accounting guidance. Due to the significance of the transaction, the Company may use all of this measurement period to adequately analyze and assess the fair values of assets acquired and liabilities assumed.

With the acquisition of OnDeck, the Company owns a controlling interest in On Deck Capital Australia PTY LTD (“OnDeck Australia”). The remaining interests are owned by an unrelated third party. The Company consolidates the financial position and results of operations of this entity under the voting interest model. The noncontrolling interest, which is presented as a separate component of consolidated equity, represents the minority owners’ proportionate share of the equity of the entity and is adjusted for the minority owners’ share of the earnings, losses, investments and distributions.

The consolidated financial statements presented as of June 30, 2021 and 2020 and for the three and six-month periods ended June 30, 2021 and 2020 are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results for such interim periods. Operating results for the three and six-month periods are not necessarily indicative of the results that may be expected for the full fiscal year. Certain prior period amounts have been reclassified to conform to the current year presentation. With the acquisition of OnDeck, small business loans comprise a significantly larger portion of the Company’s overall loan portfolio. Where presented on a disaggregated basis, loans and finance receivables that were previously grouped as line of credit accounts and installment loans and RPAs, are now grouped at the consumer and small business levels as management has deemed these groupings to be more meaningful to users of the financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

These consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 and related notes, which are included on Form 10-K filed with the SEC on February 26, 2021.

Discontinued Operations

Beginning in 2007, the Company provided services in the United Kingdom under various brands, including QuickQuid, Pounds to Pocket and On Stride. Due in part to the level of claim and legal settlement costs incurred in conducting its U.K. business and unsuccessful discussions with U.K regulators, on October 24, 2019, the Company announced its intent to exit the U.K. market. On October 25, 2019, Grant Thornton LLP, a licensed U.K. insolvency practitioner, was appointed as administrators (“Administrators”) to take control of management of the U.K. businesses. The effect of the U.K. businesses’ entry into administration was to place their management, affairs, business and property under the direct control of the Administrators. During the first quarter of 2020 the Company recorded an impairment charge of $0.4 million ($0.3 million net of taxes) to write down a receivable on certain expenses incurred by the Company prior to administration that were deemed non-reimbursable by the Administrators.

The Company entered into a service agreement with the Administrators under which the Company provides certain administrative, technical and other services in exchange for compensation by the Administrators. The agreement was extended and is scheduled to expire October 8, 2021 but with options to extend the term for three-month periods. During the three months ended June 30, 2021 and 2020, the Company recorded $0.9 million and $1.2 million, respectively, and during the six months ended June 30, 2021 and 2020 the Company recorded $1.6 million and $3.1 million, respectively, in revenue related to these services. As of June 30, 2021 and 2020 and December 31, 2020, the Administrators owed the Company $2.1 million, $0.9 million and $0.9 million, respectively, related to services provided.

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheets (in thousands):

June 30,
2021 2020
Cash and cash equivalents $ 394,353 $ 321,472
Restricted cash 52,806 43,547
Total cash, cash equivalents and restricted cash $ 447,159 $ 365,019

Loans and Finance Receivables

The Company utilizes the fair value option on its entire loan and finance receivable portfolio. As such, loans and finance receivables are carried at fair value in the consolidated balance sheet with changes in fair value recorded in the consolidated income statement. To derive the fair value, the Company generally utilizes discounted cash flow analyses that factor in estimated losses, prepayments, utilization rates and servicing costs over the estimated duration of the underlying assets. Loss, prepayment, utilization and servicing cost assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that the Company believes a market participant would require. Accrued and unpaid interest and fees are included in “Loans and finance receivables at fair value” in the consolidated balance sheets.

Current and Delinquent Loans and Finance Receivables

The Company classifies its loans and finance receivables as either current or delinquent. Excluding OnDeck loans and finance receivables, when a customer does not make a scheduled payment as of the due date, that payment is considered delinquent, and the remainder of the receivable balance is considered current. If the customer does not make two consecutive payments, the entire account or loan is classified as delinquent and placed on a non-accrual status. For the OnDeck portfolio, a loan is considered to be delinquent when the scheduled payments are one day past due. Loans are placed in nonaccrual status and the accrual of interest income is stopped on loans that are delinquent and non-paying. Loans are returned to accrual status if they are brought to non-delinquent status or have performed in accordance with the contractual terms for a reasonable period of time and, in the Company’s judgment, will continue to make periodic principal and interest payments as scheduled. The Company allows for normal payment processing time before considering a loan delinquent but does not provide for any additional grace period.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Where permitted by law and as long as a loan is not considered delinquent, a customer may choose to renew or extend the due date on certain installment loans. In order to renew or extend a single-pay loan, a customer must agree to pay the current finance charge for the right to make a later payment of the outstanding principal balance plus an additional finance charge. In order to renew an installment loan, the customer enters into a new installment loan contract and agrees to pay the principal balance and finance charge in accordance with the terms of the new loan contract.

In response to the COVID-19 pandemic, the Company enhanced the forbearance options on its loan products, offering additional relief to impacted customers with features such as payment deferrals without the incurrence of additional finance charges or late fees. If a loan is deemed to be current and the customer makes a deferral or payment modification, the loan is still deemed to be current until the next scheduled payment is missed.

The Company generally charges off loans and finance receivables between 60 and 65 days delinquent. If a loan or finance receivable is deemed uncollectible prior to this, it is charged off at that point. For the OnDeck portfolio, the Company generally charges off a loan when it is probable that that it will be unable to collect all of the remaining principal payments, which is generally after 90 days of delinquency and 30 days of non-activity. Loans and finance receivables classified as delinquent generally have an age of one to 64 days from the date any portion of the receivable became delinquent, as defined above. Recoveries on loans and finance receivables that were previously charged off are generally recognized when collected or sold.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. In accordance with Accounting Standards Codification (“ASC”) 350, Goodwill, the Company tests goodwill and intangible assets with an indefinite life for potential impairment annually as of June 30 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount.

The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In assessing the qualitative factors, management considers relevant events and circumstances including but not limited to macroeconomic conditions, industry and market environment, overall financial performance of the Company, cash flow from operating activities, market capitalization and stock price. If the Company determines that the quantitative impairment test is required, management uses the income approach to complete its annual goodwill assessment. The income approach uses future cash flows and estimated terminal values for the Company that are discounted using a market participant perspective to determine the fair value, which is then compared to the carrying value to determine if there is impairment. The income approach includes assumptions about revenue growth rates, operating margins and terminal growth rates discounted by an estimated weighted-average cost of capital derived from other publicly-traded companies that are similar but not identical from an operational and economic standpoint.

The Company completed its annual assessment of goodwill as of June 30, 2021 based on qualitative factors and determined that a quantitative analysis was not required; as such, no impairment existed at that date. The Company expects that its entire goodwill balance will be deductible for tax purposes.

Revenue Recognition

The Company recognizes revenue based on the financing products and services it offers and on loans it acquires. “Revenue” in the consolidated statements of income includes: interest income, finance charges, fees for services provided through the Company’s CSO programs (“CSO fees”), revenue on RPAs, service charges, draw fees, minimum billing fees, purchase fees, origination fees, late fees and non-sufficient funds fees as permitted by applicable laws and pursuant to the agreement with the customer. Interest is generally recognized on an effective yield basis over the contractual term of the loan on installment loans, the estimated outstanding period of the draw on line of credit accounts, or the projected delivery term on RPAs. CSO fees are recognized over the term of the loan. Late and nonsufficient funds fees are recognized when assessed to the customer.

Marketing Expenses

Marketing expenses consist of digital costs, lead purchase costs and offline marketing costs such as television and direct mail advertising. All marketing expenses are expensed as incurred.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Equity Method Investments

With the acquisition of OnDeck, as discussed in Note 2, the Company records its interest in On Deck Capital Canada Holdings, Inc. (“OnDeck Canada”) under the equity method of accounting. As of June 30, 2021 and December 31, 2020, the carrying value of the Company’s investment in OnDeck Canada was $13.1 and $10.5 million, respectively, which the Company has included in “Other assets” on the consolidated balance sheets.

On February 24, 2021 the Company contributed the platform-as-service business assumed in the OnDeck acquisition to Linear Financial Technologies Holding LLC (“Linear”) in exchange for ownership units in that entity. The Company records its interest in Linear under the equity method of accounting. As of June 30, 2021, the carrying value of the Company’s investment in Linear was $5.6 million, which the Company has included in “Other assets” on the consolidated balance sheets.

Equity method income has been included in “Equity method investment income” in the consolidated income statements.

Variable Interest Entities

As part of the Company’s overall funding strategy and as part of its efforts to support its liquidity from varying sources, the Company has established a securitization program through several securitization facilities. The Company transfers certain loan receivables to VIEs, which issue notes backed by the underlying loan receivables and are serviced by another wholly-owned subsidiary of the Company. The cash flows from the loans held by the VIEs are used to repay obligations under the notes.

The Company is required to evaluate the VIEs for consolidation. The Company has the ability to direct the activities of the VIEs that most significantly impact the economic performance of the entities as the servicer of the securitized loan receivables. Additionally, the Company has the right to receive residual payments, which expose it to potentially significant losses and returns. Accordingly, the Company determined it is the primary beneficiary of the VIEs and is required to consolidate them. The assets and liabilities related to the VIEs are included in the Company’s consolidated financial statements and are accounted for as secured borrowings.

Adopted Accounting Standards

In November 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also clarifying and amending existing guidance to improve consistent application. ASU 2019-12 is effective in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The adoption of ASU 2019-12 as of January 1, 2021 did not have a material effect on the Company’s consolidated financial statements.

2. Acquisitions

On July 28, 2020, the Company and OnDeck entered into an Agreement and Plan of Merger among the Company, OnDeck and Energy Merger Sub, Inc., a wholly owned subsidiary of the Company, pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Energy Merger Sub, Inc. would merge with and into OnDeck, with OnDeck surviving as an indirect wholly owned subsidiary of the Company. On October 13, 2020, the Company and OnDeck completed the transaction following the approval of OnDeck’s stockholders and the satisfaction of all other closing conditions. The acquisition increases the scale and portfolio diversification of the Company. OnDeck offers a range of term loans and lines of credit customized for the needs of small business owners.

Under the terms of the transaction, each holder of OnDeck common stock received $0.12 per share in cash and a fixed exchange ratio of 0.092 shares of the Company’s common stock for each OnDeck share they owned as of the acquisition date. As a result, the Company issued 5.6 million shares of common stock to OnDeck stockholders. Based on the closing share price of the Company as of October 12, 2020 of $18.74, the value of Company common stock and cash provided in exchange for OnDeck common stock was $111.5 million. In addition to the exchange of common stock, the consideration transferred also included the cancellation or replacement of certain equity awards of OnDeck employees in effect prior to the transaction valued at approximately $4.2 million. For additional information, see “Note 2. Acquisitions” of the Annual Report on Form 10-K for the year ended December 31, 2020.

On March 19, 2021, the Company completed the purchase of Pangea Universal Holdings, Inc. (“PUH”), a Chicago-based payments platform offering mobile international money transfer services. In accordance with the terms of the transaction, PUH was merged into Pangea Transfer Company, LLC (“Pangea”) with the separate corporate existence of PUH thereupon ceasing and Pangea continuing as the surviving, wholly-owned subsidiary of the Company. Pangea serves the international money transfer market with a focus on

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Latin America and Asia. Customers have the option to transfer funds directly into bank accounts or have cash picked up from partners in minutes. The total consideration of $32.9 million consists of $30.0 million in cash and $2.9 million in loan forgiveness. The Company has performed a valuation analysis of identifiable assets acquired and liabilities assumed and allocated the aggregate purchase consideration based on the fair values of those identifiable assets and liabilities. The preliminary allocation of the purchase consideration includes $19.8 million and $11.3 million of intangible assets and goodwill, respectively, with all other assets acquired and liabilities assumed being nominal. The purchase price allocation is subject to change as the Company finalizes the analysis of the fair value as of the acquisition date. The final determination of the fair value of assets acquired and liabilities assumed will be completed within the twelve-month measurement period from the acquisition date as required by applicable accounting guidance.

The operating results of Pangea are included in, but not material to, the Company’s consolidated financial statements from the date of acquisition. Its revenues and cost of revenues are included in “Revenues” and “Change in Fair Value,” respectively, in the Consolidated Statements of Income.

3. Loans and Finance Receivables

Revenue generated from the Company’s loans and finance receivables for the three and six months ended June 30, 2021 and 2020 was as follows (dollars in thousands):

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Consumer loans and finance receivables revenue $ 174,512 $ 236,772 $ 356,249 $ 572,672
Small business loans and finance receivables revenue 85,561 14,930 161,121 38,836
Total loans and finance receivables revenue 260,073 251,702 517,370 611,508
Other 4,647 1,359 6,794 3,805
Total revenue $ 264,720 $ 253,061 $ 524,164 $ 615,313

Loans and Finance Receivables at Fair Value

The components of Company-owned loans and finance receivables at June 30, 2021 and 2020 and December 31, 2020 were as follows (dollars in thousands):

As of June 30, 2021
Small
Consumer Business Total
Principal balance - accrual $ 551,489 $ 752,239 $ 1,303,728
Principal balance - non-accrual 33,598 29,554 63,152
Total principal balance 585,087 781,793 1,366,880
Loans and finance receivables at fair value - accrual 620,675 769,239 1,389,914
Loans and finance receivables at fair value - non-accrual 3,300 15,489 18,789
Loans and finance receivables at fair value 623,975 784,728 1,408,703
Difference between principal balance and fair value $ 38,888 $ 2,935 $ 41,823
As of June 30, 2020
--- --- --- --- --- --- --- ---
Small
Consumer Business Total
Principal balance - accrual $ 612,289 $ 104,659 $ 716,948
Principal balance - non-accrual 34,245 16,411 50,656
Total principal balance 646,534 121,070 767,604
Loans and finance receivables at fair value - accrual 675,926 104,076 780,002
Loans and finance receivables at fair value - non-accrual 15,031 4,629 19,660
Loans and finance receivables at fair value $ 690,957 $ 108,705 $ 799,662
Difference between principal balance and fair value $ 44,423 $ (12,365 ) $ 32,058

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

As of December 31, 2020
Small
Consumer Business Total
Principal balance - accrual $ 547,015 $ 634,476 $ 1,181,491
Principal balance - non-accrual 29,389 52,254 81,643
Total principal balance 576,404 686,730 1,263,134
Loans and finance receivables at fair value - accrual 621,257 592,654 1,213,911
Loans and finance receivables at fair value - non-accrual 3,962 23,633 27,595
Loans and finance receivables at fair value $ 625,219 $ 616,287 $ 1,241,506
Difference between principal balance and fair value $ 48,815 $ (70,443 ) $ (21,628 )

As of June 30, 2021 and December 31, 2020, the aggregate fair value of loans and finance receivables that were 90 days or more past due was $7.5 million and $14.3 million, respectively, of which, $7.3 million and $14.1 million, respectively, was in non-accrual status. The aggregate unpaid principal balance for loans and finance receivables that were 90 days or more past due was $14.8 million and $33.9 million, respectively. There were no loans and finance receivables that were 90 days or more past due as of June 30, 2020.

Changes in the fair value of Company-owned loans and finance receivables during the three and six months ended June 30, 2021 and 2020 were as follows (dollars in thousands):

Three Months Ended June 30, 2021
Small
Consumer Business Total
Balance at beginning of period $ 581,398 $ 649,313 $ 1,230,711
Originations or acquisitions 261,363 400,699 662,062
Interest and fees^(^^1)^ 174,512 85,561 260,073
Repayments (344,256 ) (395,251 ) (739,507 )
Charge-offs, net^(^^2)^ (27,050 ) (5,102 ) (32,152 )
Net change in fair value^(^^2)^ (22,657 ) 50,179 27,522
Effect of foreign currency translation 665 (671 ) (6 )
Balance at end of period $ 623,975 $ 784,728 $ 1,408,703
Three Months Ended June 30, 2020
--- --- --- --- --- --- --- --- --- ---
Small
Consumer Business Total
Balance at beginning of period $ 917,222 $ 175,985 $ 1,093,207
Originations or acquisitions 75,816 174 75,990
Interest and fees^(^^1)^ 236,772 14,930 251,702
Repayments (436,254 ) (63,871 ) (500,125 )
Charge-offs, net^(^^2)^ (141,193 ) (14,782 ) (155,975 )
Net change in fair value^(^^2)^ 39,034 (3,731 ) 35,303
Effect of foreign currency translation (440 ) — (440 )
Balance at end of period $ 690,957 $ 108,705 $ 799,662
Six Months Ended June 30, 2021
--- --- --- --- --- --- --- --- --- ---
Small
Consumer Business Total
Balance at beginning of period $ 625,219 $ 616,287 $ 1,241,506
Originations or acquisitions 429,310 722,810 1,152,120
Interest and fees^(^^1)^ 356,249 161,121 517,370
Repayments (711,331 ) (764,463 ) (1,475,794 )
Charge-offs, net^(^^2)^ (63,458 ) (23,144 ) (86,602 )
Net change in fair value^(^^2)^ (12,322 ) 73,216 60,894
Effect of foreign currency translation 308 (1,099 ) (791 )
Balance at end of period $ 623,975 $ 784,728 $ 1,408,703

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Six Months Ended June 30, 2020
Small
Consumer Business Total
Balance at beginning of period $ 1,015,798 $ 171,785 $ 1,187,583
Originations or acquisitions 419,122 76,609 495,731
Interest and fees^(^^1)^ 572,672 38,836 611,508
Repayments (1,000,089 ) (135,018 ) (1,135,107 )
Charge-offs, net^(^^2)^ (332,499 ) (26,700 ) (359,199 )
Net change in fair value^(^^2)^ 19,615 (16,807 ) 2,808
Effect of foreign currency translation (3,662 ) — (3,662 )
Balance at end of period $ 690,957 $ 108,705 $ 799,662
(1) Included in “Revenue” in the consolidated statements of income.
--- ---
(2) Included in “Change in Fair Value” in the consolidated statements of income.
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Guarantees of Consumer Loans

In connection with its CSO programs, the Company guarantees consumer loan payment obligations to unrelated third-party lenders for consumer loans and is required to purchase any defaulted loans it has guaranteed. The guarantee represents an obligation to purchase specific loans that go into default. As of June 30, 2021 and 2020 and December 31, 2020 the consumer loans guaranteed by the Company had an estimated fair value of $10.8 million, $6.6 million and $10.3 million, respectively and an outstanding principal balance of $8.3 million, $5.2 million and $8.8 million, respectively. As of June 30, 2021 and 2020 and December 31, 2020, the amount of consumer loans, including principal, fees and interest, guaranteed by the Company were $9.7 million, $6.1 million and $10.2 million, respectively. These loans are not included in the consolidated balance sheets as the Company does not own the loans prior to default.

4. Long-term debt

The Company’s long-term debt instruments and balances outstanding as of June 30, 2021 and 2020 and December 31, 2020 were as follows (dollars in thousands):

^^ ^^ Weighted ^^ ^^ Outstanding
^^ ^^ average Borrowing ^^ ^^ June 30, December 31,
Maturity date ^^ ^^ interest rate^(^^1)^ capacity ^^ ^^ 2021 2020 2020
Funding Debt: ^^ ^^ ^^ ^^
2018-1 Securitization Facility July 2023 ^(2^ ^)^ 5.00% $ 150,000 ^^ ^^ $ 25,628 $ 47,205 $ 39,901
2018-2 Securitization Facility October 2022 ^(3^ ^)^ 3.84% 4,962 ^^ ^^ 4,962 86,085 49,519
2019-1 Securitization Facility February 2022 ^(4^ ^)^ — — ^^ ^^ — 30,000 30,000
2018-A Notes May 2026 ^^ ^^ 7.37% 8,107 ^^ ^^ 8,107 28,126 18,140
2019-A Notes June 2026 ^^ ^^ 6.74% 42,154 ^^ ^^ 42,154 101,385 68,782
OnDeck Account Receivables Trust 2013-1 May 2021 ^(5^ ^)^ — — ^^ ^^ — — 29,728
Receivable Assets of OnDeck December 2023 ^(6^ ^)^ 2.60% 100,000 ^^ ^^ — — 22,915
OnDeck Asset Funding II August 2022 ^(7^ ^)^ — — ^^ ^^ — — 52,773
OnDeck Asset Securitization Trust III May 2027 ^(8^ ^)^ 2.07% 300,000 ^^ ^^ 300,000 — —
Other funding debt^(^^9)^ Various ^(10^ ^)^ 4.60% 60,442 ^^ ^^ 32,996 — 19,885
Total funding debt ^^ ^^ 3.10% $ 665,665 ^^ ^^ $ 413,847 $ 292,801 $ 331,643
Corporate Debt: ^^ ^^ ^^ ^^
8.50% Senior Notes Due 2024 September 2024 ^^ ^^ 8.50% $ 250,000 ^^ ^^ $ 250,000 $ 250,000 $ 250,000
8.50% Senior Notes Due 2025 September 2025 ^^ ^^ 8.50% 375,000 ^^ ^^ 375,000 375,000 375,000
Revolving line of credit June 2025 ^^ ^^ 4.00% 310,000 ^(11^ ^)^ — — —
Other corporate debt April 2022 ^^ ^^ 1.00% 795 ^^ ^^ 795 — —
Total corporate debt ^^ ^^ 8.50% $ 935,795 ^^ ^^ $ 625,795 $ 625,000 $ 625,000
Less: Long-term debt issuance costs ^^ ^^ ^^ ^^ $ (9,001 ) $ (11,207 ) $ (9,171 )
Less: Debt discounts ^^ ^^ ^^ ^^ (2,153 ) (9 ) (1,011 )
Total long-term debt ^^ ^^ ^^ ^^ $ 1,028,488 $ 906,588 $ 946,461

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(1) The weighted average interest rate is determined based on the rates and principal balances on June 30, 2021. It does not include the impact of the amortization of deferred loan origination costs or debt discounts.
(2) The period during which new borrowings may be made under this facility expires in July 2021.
--- ---
(3) The period during which new borrowings may be made under this facility expired in October 2020.
--- ---
(4) The period during which new borrowings may be made under this facility expired in February 2021. This facility was repaid and terminated on February 25, 2021.
--- ---
(5) The period during which new borrowings may be made under this facility expired in October 2020. This facility was repaid and terminated on February 19, 2021.
--- ---
(6) The period during which new borrowings may be made under this facility expires in December 2022.
--- ---
(7) This facility was repaid and terminated on June 15, 2021.
--- ---
(8) The period during which new borrowings may be made under this facility expires in April 2024.
--- ---
(9) These debt facilities support the Company’s operations in Australia and are denominated in Australian dollars. The total local currency borrowing capacity is AU$80.6 million, of which there is AU$44.0 million in principal outstanding at June 30, 2021.
--- ---
(10) The periods during which new borrowings may be made under the various agreements expire between June 2021 and March 2024. Maturity dates range from December 2021 through March 2024.
--- ---
(11) The Company had an outstanding letter of credit under the Revolving line of credit of $0.5 million, $1.0 million and $1.0 million as of June 30, 2021 and 2020 and December 31, 2020, respectively.
--- ---

Weighted average interest rates on long-term debt were 8.20% and 8.06% during the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and 2020 and December 31, 2020, the Company was in compliance with all covenants and other requirements set forth in the prevailing long-term debt agreements.

Recent Updates to Debt Facilities

ODAST III Facility

On May 5, 2021, OnDeck Asset Securitization Trust III LLC (“ODAST III”), a wholly-owned subsidiary of the Company, issued $300 million initial principal amount of Fixed-Rate Asset Backed Notes (the “Series 2021-1 Notes”) in a securitization transaction (the “Series 2021-1 Transaction” and such series, the “2021-1 Series”). The Series 2021-1 Notes are the first series of notes ever issued by ODAST III. On May 5, 2021, the proceeds of the Series 2021-1 Transaction were used to purchase small business loans from On Deck Capital, Inc. (“ODC”) and ODK Capital, LLC (“ODK”), each of which is a wholly-owned subsidiary of the Company, that will be pledged as collateral for the Series 2021-1 Notes. The Company used substantially all the proceeds from ODAST III to purchase such small business loans from certain of its subsidiaries and for other general corporate purposes.

The Series 2021-1 Notes were issued in four classes with a weighted average fixed interest coupon of 2.07% per annum. The revolving period during which a certain portion of collections received on the portfolio of loans held by ODAST III may be used to continue to purchase loans from ODC and ODK ends in April 2024. The Series 2021-1 Notes have a final maturity in May 2027 with optional prepayment beginning in May 2023. The Series 2021-1 Notes are, and future series of notes, if any, issued under the Base Indenture will be, secured by and payable from such series pro rata allocation of collections received on a revolving pool of small business loans transferred from time to time from the Company to ODAST III. At the time of issuance of the Series 2021-1 Notes, the portfolio of loans held by ODAST III and pledged to secure the Series 2021-1 Notes was approximately $316 million.

The loans and other assets transferred by the Company to ODAST III are owned by ODAST III, are pledged to secure the payment of the notes issued by ODAST III, are assets of ODAST III and are not available to satisfy any of the Company’s obligations. Investors in the Series 2021-1 Transaction do not have direct recourse to the Company or OnDeck and the transaction is structured to be bankruptcy remote.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Revolving Credit Facility

On May 10, 2021, the Company and certain of its subsidiaries amended their secured asset-backed revolving credit agreement (as previously amended, the “Credit Agreement”) by entering into the Fifth Amendment, Consent and Joinder to Credit Agreement and Amendment to Security Agreement (the “Fifth Amendment”) with TBK Bank, SSB, as administrative agent and collateral agent, and the lenders party thereto.

The following table summarizes certain key terms of the Credit Agreement, as amended by the Fifth Amendment (dollars in thousands):

Original Credit Agreement Amended Credit Agreement
Commitment amount $ 125,000 $ 310,000
Maturity date June 2022 June 2025
Advance rate 65.0% 75.0%
Interest rate Prime Rate + 1.00% Prime Rate + 0.75%

In addition to the above, the Fifth Amendment provides for certain prepayment penalties if the Credit Agreement, as amended by the Fifth Amendment, is terminated on or before the first and second anniversaries of the Fifth Amendment, subject to certain exceptions, including early renewal or extension. The syndicate of lenders in the TBK Facility, as amended by the Fifth Amendment, increased from four lenders to seven lenders.

ODAF II Facility

On March 31, 2021, OnDeck Asset Funding II, LLC (“ODAF II”), a wholly-owned subsidiary of the Company, amended (the “ODAF II Amendment”) its asset-backed revolving debt facility (the “ODAF II Facility”) to modify the Credit Agreement, dated as of August 8, 2018, by and among ODAF II, as Borrower, the Lenders party thereto from time to time, Ares Agent Services, L.P., as Administrative Agent and Collateral Agent, and Wells Fargo Bank, N.A, as Paying Agent. The ODAF II Amendment extended the period during which an Enova Merger Change of Control (as defined in the ODAF II Facility) would not trigger any amortization event under the ODAF II Facility through June 30, 2021, and made certain technical, definitional, conforming and other changes. On June 15, 2021 all amounts outstanding under the ODAF II Facility were paid in full, and the ODAF II Facility and related credit documents were terminated along with the obligations thereunder and all security interests, pledges and liens were released.

5. Income Taxes

The Company’s effective tax rate for the six months ended June 30, 2021 was 24.6%, compared to 28.2% for the six months ended June 30, 2020. The decrease is primarily attributable to the significant increase in book operating income as compared to the prior year quarter and a lesser rate impact attributable to nondeductible executive and stock compensation and other nondeductible expenses.

As of June 30, 2021, the balance of unrecognized tax benefits was $39.1 million, which is included in “Accounts payable and accrued expenses” on the consolidated balance sheet, $11.4 million of which, if recognized, would favorably affect the effective tax rate in the period of recognition. The Company had $45.3 million and $39.0 million of unrecognized tax benefits as of June 30, 2020 and December 31, 2020, respectively. The Company believes that it has adequately accounted for any material tax uncertainties in its existing reserves for all open tax years.

The Company’s U.S. tax returns are subject to examination by federal and state taxing authorities. The statute of limitations related to the Company’s consolidated Federal income tax returns is closed for all tax years up to and including 2016. However, the 2014 tax year is still open to the extent of the net operating loss that was carried back from the 2019 tax return. The years open to examination by state, local and foreign government authorities vary by jurisdiction, but the statute of limitation is generally three years from the date the tax return is filed. For jurisdictions that have generated net operating losses, carryovers may be subject to the statute of limitations applicable for the year those carryovers are utilized. In these cases, the period for which the losses may be adjusted will extend to conform with the statute of limitations for the year in which the losses are utilized. In most circumstances, this is expected to increase the length of time that the applicable taxing authority may examine the carryovers by one year or longer, in limited cases.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into U.S. law to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 pandemic. The Company deferred the timing of federal tax estimates and payroll taxes as permitted by the CARES Act and has availed itself of net operating loss carryback provisions.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

6. Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by giving effect to the potential dilution that could occur if securities or other contracts to issue common shares were exercised and converted into common shares during the period. Restricted stock units issued under the Company’s stock-based employee compensation plans are included in diluted shares upon the granting of the awards even though the vesting of shares will occur over time.

The following table sets forth the reconciliation of numerators and denominators of basic and diluted earnings per share computations for the three and six months ended June 30, 2021 and 2020 (in thousands, except per share amounts):

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Numerator:
Net income from continuing operations $ 80,177 $ 48,026 $ 156,097 $ 53,774
Net loss from discontinued operations — — — (288 )
Net income $ 80,177 $ 48,026 $ 156,097 $ 53,486
Denominator:
Total weighted average basic shares 36,801 30,203 36,457 31,270
Shares applicable to stock-based compensation 1,341 149 1,359 322
Total weighted average diluted shares 38,142 30,352 37,816 31,592
Earnings per common share – basic:
Continuing operations $ 2.18 $ 1.59 $ 4.28 $ 1.72
Discontinued operations — — — (0.01 )
Earnings per common share – basic $ 2.18 $ 1.59 $ 4.28 $ 1.71
Earnings per common share – diluted:
Continuing operations $ 2.10 $ 1.58 $ 4.13 $ 1.70
Discontinued operations — — — (0.01 )
Earnings per common share – diluted $ 2.10 $ 1.58 $ 4.13 $ 1.69

For the three months ended June 30, 2021 and 2020, 20,945 and 2,422,512 shares of common stock underlying stock options, respectively, and 34,601 and 1,183,934 shares of common stock underlying restricted stock units, respectively, were excluded from the calculation of diluted net income per share because their effect would have been antidilutive. For the six months ended June 30, 2021 and 2020, 20,945 and 2,090,225 shares of common stock underlying stock options, respectively, and 57,324 and 767,651 shares of common stock underlying restricted stock units, respectively, were excluded from the calculation of diluted net income per share because their effect would have been antidilutive.

7. Operating Segment Information

The Company provides online financial services to non-prime credit consumers and small businesses in the United States, Australia and Brazil and has one reportable segment. The Company has aggregated all components of its business into a single operating segment based on the similarities of the economic characteristics, the nature of the products and services, the nature of the production and distribution methods, the shared technology platforms, the type of customer and the nature of the regulatory environment.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Geographic Information

The following table presents the Company’s revenue by geographic region for the three and six months ended June 30, 2021 and 2020 (dollars in thousands):

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Revenue
United States $ 258,555 $ 250,483 $ 513,421 $ 608,199
Other international countries 6,165 2,578 10,743 7,114
Total revenue $ 264,720 $ 253,061 $ 524,164 $ 615,313

The Company’s long-lived assets, which consist of the Company’s property and equipment, were $80.4 million, $60.0 million and $79.4 million at June 30, 2021 and 2020 and December 31, 2020, respectively. The operations for the Company’s businesses are primarily located within the United States, and the value of any long-lived assets located outside of the United States is immaterial.

8. Commitments and Contingencies

Litigation

On April 23, 2018, the Commonwealth of Virginia, through Attorney General Mark R. Herring, filed a lawsuit in the Circuit Court for the County of Fairfax, Virginia against NC Financial Solutions of Utah, LLC (“NC Utah”), a subsidiary of the Company. The lawsuit alleges violations of the Virginia Consumer Protection Act (“VCPA”) relating to NC Utah’s communications with customers, collections of certain payments, its loan agreements, and the rates it charged to Virginia borrowers. The plaintiff sought to enjoin NC Utah from continuing its then-existing lending practices in Virginia, and still seeks restitution, civil penalties, and costs and expenses in connection with the same. Due to a change in the law, NC Utah no longer lends to Virginia residents and the injunctive remedies sought against NC Utah’s lending practices are no longer applicable. Neither the likelihood of an unfavorable decision nor the ultimate liability, if any, with respect to this matter can be determined at this time, and the Company is currently unable to estimate a range of reasonably possible losses, as defined by ASC 450-20-20, Contingencies–Loss Contingencies–Glossary, for this litigation. The Company carefully considered applicable Virginia law before NC Utah began lending in Virginia and, as a result, believes that the Plaintiff’s claims in the complaint are without merit and intends to vigorously defend this lawsuit.

The Company is also involved in certain routine legal proceedings, claims and litigation matters encountered in the ordinary course of its business. Certain of these matters may be covered to an extent by insurance or by indemnification agreements with third parties. The Company has recorded accruals in its consolidated financial statements for those matters in which it is probable that it has incurred a loss and the amount of the loss, or range of loss, can be reasonably estimated. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

9. Related Party Transactions

With the acquisition of OnDeck, the Company records its interest in OnDeck Canada under the equity method of accounting; as such, OnDeck Canada is deemed a related party. As of June 30, 2021 and December 31, 2020, the Company had a due from affiliate balance of $1.2 million and $1.2 million, respectively, related to OnDeck Canada that is primarily the result of labor and software charges from people and technology assets at the OnDeck parent company.

On February 24, 2021 the Company contributed the platform-as-service business assumed in the OnDeck acquisition to Linear in exchange for ownership units in that entity. The Company records its interest in Linear under the equity method of accounting. As of June 30, 2021 the Company had a due to affiliate balance of $0.8 million to Linear that is primarily comprised of the remaining balances associated with the contribution and exchange.

10. Fair Value Measurements

Recurring Fair Value Measurements

The Company uses a hierarchical framework that prioritizes and ranks the market observability of inputs used in its fair value measurements. Market price observability is affected by a number of factors, including the type of asset or liability and the characteristics specific to the asset or liability being measured. Assets and liabilities with readily available, active, quoted market

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

prices or for which fair value can be measured from actively quoted prices generally are deemed to have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The Company classifies the inputs used to measure fair value into one of three levels as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable.

Level 3: Unobservable inputs for the asset or liability measured.

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those cases, the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level of input that is significant to the entire measurement. Such determination requires significant management judgment.

During the three and six months ended June 30, 2021 and 2020, there were no transfers of assets or liabilities in or out of Level 1, Level 2 or Level 3 fair value measurements. It is the Company’s policy to value any transfers between levels of the fair value hierarchy based on end of period fair values.

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and 2020 and December 31, 2020 are as follows (dollars in thousands):

June 30, Fair Value Measurements Using
2021 Level 1 Level 2 Level 3
Financial assets:
Consumer loans and finance receivables^(^^1)(2)^ $ 623,975 $ — $ — $ 623,975
Small business loans and finance receivables^(^^1)(2)^ 784,728 — — 784,728
Non-qualified savings plan assets^(^^3)^ 5,156 5,156 — —
Investment in trading security^(^^4)^ 19,931 19,931 — —
Total $ 1,433,790 $ 25,087 $ — $ 1,408,703
June 30, Fair Value Measurements Using
2020 Level 1 Level 2 Level 3
Financial assets:
Consumer loans and finance receivables^(^^1)(2)^ $ 690,957 $ — $ — $ 690,957
Small business loans and finance receivables^(^^1)^ 108,705 — — 108,705
Non-qualified savings plan assets^(^^3)^ 3,440 3,440 — —
Investment in trading security^(^^4)^ 14,171 14,171 — —
Total $ 817,273 $ 17,611 $ — $ 799,662
December 31, Fair Value Measurements Using
2020 Level 1 Level 2 Level 3
Financial assets:
Consumer loans and finance receivables^(^^1)(2)^ $ 625,219 $ — $ — $ 625,219
Small business loans and finance receivables^(^^1)(2)^ 616,287 — — 616,287
Non-qualified savings plan assets^(^^3)^ 3,972 3,972 — —
Investment in trading security^(^^4)^ 19,273 19,273 — —
Total $ 1,264,751 $ 23,245 $ — $ 1,241,506
(1) Consumer and small business loans and finance receivables are included in “Loans and finance receivables at fair value” in the consolidated balance sheets.
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(2) Consumer loans and finance receivables include $163.6 million, $404.7 million and $277.6 million in assets of consolidated VIEs as of June 30, 2021 and 2020 and December 31, 2020, respectively. Small business loans and finance receivables include $369.6 million and $251.3 million in assets of consolidated VIEs as of June 30, 2021 and December 31, 2020, respectively.
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ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(3) The non-qualified savings plan assets are included in “Other receivables and prepaid expenses” in the Company’s consolidated balance sheets and have an offsetting liability of equal amount, which is included in “Accounts payable and accrued expenses” in the Company’s consolidated balance sheets.
(4) Investment in trading security is included in “Other assets” in the Company’s consolidated balance sheets.
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The Company primarily estimates the fair value of its loan and finance receivables portfolio using discounted cash flow models that have been internally developed. The models use inputs, such as estimated losses, prepayments, utilization rates, servicing costs and discount rates, that are unobservable but reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value. Certain unobservable inputs may, in isolation, have either a directionally consistent or opposite impact on the fair value of the financial instrument for a given change in that input. An increase to the net loss rate, prepayment rate, servicing cost, or discount rate would decrease the fair value of the Company’s loans and finance receivables. When multiple inputs are used within the valuation techniques for loans, a change in one input in a certain direction may be offset by an opposite change from another input.

The fair value of the nonqualified savings plan assets was deemed Level 1 as they are publicly traded equity securities for which market prices of identical assets are readily observable.

The fair value of the investment in trading security was deemed Level 1 as it is a publicly traded fund with active market pricing that is readily available.

The Company had no liabilities measured at fair value on a recurring basis as of June 30, 2021 and 2020 and December 31, 2020.

Fair Value Measurements on a Non-Recurring Basis

The Company measures non-financial assets and liabilities such as property and equipment and intangible assets at fair value on a non-recurring basis or when events or circumstances indicate that the carrying amount of the assets may be impaired. At June 30, 2021 and 2020 and December 31, 2020, there were no assets or liabilities recorded at fair value on a non-recurring basis.

Financial Assets and Liabilities Not Measured at Fair Value

The Company’s financial assets and liabilities as of June 30, 2021 and 2020 and December 31, 2020 that are not measured at fair value in the consolidated balance sheets are as follows (dollars in thousands):

Balance at
June 30, Fair Value Measurements Using
2021 Level 1 Level 2 Level 3
Financial assets:
Cash and cash equivalents $ 394,353 $ 394,353 $ — $ —
Restricted cash ^(1)^ 52,806 52,806 — —
Investment in unconsolidated investee^(2)^ 6,918 — — 6,918
Total $ 454,077 $ 447,159 $ — $ 6,918
Financial liabilities:
Securitization notes $ 411,694 $ — $ 416,251 $ —
8.50% senior notes due 2024 250,000 — 254,305 —
8.50% senior notes due 2025 375,000 — 388,620 —
Other long-term debt 795 — — 795
Total $ 1,037,489 $ — $ 1,059,176 $ 795

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Balance at
June 30, Fair Value Measurements Using
2020 Level 1 Level 2 Level 3
Financial assets:
Cash and cash equivalents $ 321,472 $ 321,472 $ — $ —
Restricted cash ^(1)^ 43,547 43,547 — —
Investment in unconsolidated investee^(2)^ 6,918 — — 6,918
Total $ 371,937 $ 365,019 $ — $ 6,918
Financial liabilities:
Securitization notes $ 292,794 $ — $ 293,098 $ —
8.50% senior notes due 2024 250,000 — 223,475 —
8.50% senior notes due 2025 375,000 — 339,124 —
Total $ 917,794 $ — $ 855,697 $ —
Balance at
--- --- --- --- --- --- --- --- ---
December 31, Fair Value Measurements Using
2020 Level 1 Level 2 Level 3
Financial assets:
Cash and cash equivalents $ 297,273 $ 297,273 $ — $ —
Restricted cash ^(1)^ 71,927 71,927 — —
Investment in unconsolidated investee^(2)^ 6,918 — — 6,918
Total $ 376,118 $ 369,200 $ — $ 6,918
Financial liabilities:
Securitization notes $ 330,632 $ — $ 333,532 $ —
8.50% senior notes due 2024 250,000 — 247,680 —
8.50% senior notes due 2025 375,000 — 367,770 —
Total $ 955,632 $ — $ 948,982 $ —
(1) Restricted cash includes $42.8 million, $41.2 million and $64.8 million in assets of consolidated VIEs as of June 30, 2021 and 2020 and December 31, 2020, respectively.
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(2) Investment in unconsolidated investee is included in “Other assets” in the consolidated balance sheets.
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Cash and cash equivalents and restricted cash bear interest at market rates and have maturities of less than 90 days. The carrying amount of restricted cash and cash equivalents approximates fair value.

The Company measures the fair value of its investment in unconsolidated investee using Level 3 inputs. Because the unconsolidated investee is a private company and financial information is limited, the Company estimates the fair value based on the best available information at the measurement date.

The Company measures the fair value of its revolving line of credit using Level 3 inputs. The Company considered the fair value of its other long-term debt and the timing of expected payment(s).

The fair values of the Company’s Securitization Notes and senior notes are estimated based on quoted prices in markets that are not active, which are deemed Level 2 inputs.

11. Subsequent Events

Subsequent events have been reviewed through the date these financial statements were issued.

Assumed in the OnDeck acquisition, the loan securitization facility (“RAOD Facility”) for Receivable Assets of OnDeck, LLC (“RAOD”), a wholly-owned indirect subsidiary of the Company, collateralizes certain eligible installment loans originated or purchased by OnDeck or certain other subsidiaries. On July 16, 2021, the RAOD facility was amended to increase the commitment from $100 million to $178 million and the advance rate from 76% to 90%. The scope of acceptable collateral was also expanded to include line of credit products from OnDeck in addition to installment loans.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

On July 23, 2021, the loan securitization facility (the “2018-2 Securitization Facility”) for EFR 2018-2, LLC was amended to increase the advance rate from 80% to 90% and to reopen and extend the revolving period for two years to July 23, 2023. The amendment also made certain changes in the scope of eligibility criteria for acceptable collateral.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of financial condition, results of operations, liquidity and capital resources and certain factors that may affect future results, including economic and industry-wide factors, of Enova International, Inc. and its subsidiaries should be read in conjunction with our consolidated financial statements and accompanying notes included under Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2020. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties, and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please see “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

BUSINESS OVERVIEW

We are a leading technology and analytics company focused on providing online financial services. In 2020, we extended approximately $1.2 billion in credit or financing to borrowers and for the six months ended June 30, 2021, we extended approximately $1.2 billion in credit or financing to borrowers. As of June 30, 2021, we offered or arranged loans or draws on lines of credit to consumers in 38 states in the United States and Brazil. We also offered financing to small businesses in all 50 states and Washington D.C. in the United States. We use our proprietary technology, analytics and customer service capabilities to quickly evaluate, underwrite and fund loans or provide financing, allowing us to offer consumers and small businesses credit or financing when and how they want it. Our customers include the large and growing number of consumers who and small businesses which have bank accounts but use alternative financial services because of their limited access to more traditional credit from banks, credit card companies and other lenders. We were an early entrant into online lending, launching our online business in 2004, and through June 30, 2021, we have completed over 54.1 million customer transactions and collected more than 49 terabytes of currently accessible customer behavior data since launch, allowing us to better analyze and underwrite our specific customer base. We have significantly diversified our business over the past several years having expanded the markets we serve and the financing products we offer. These financing products include installment loans and receivables purchase agreements (“RPAs”) and line of credit accounts.

We believe our customers highly value our products and services as an important component of their personal or business finances because our products are convenient, quick and often less expensive than other available alternatives. We attribute the success of our business to our advanced and innovative technology systems, the proprietary analytical models we use to predict the performance of loans and finance receivables, our sophisticated customer acquisition programs, our dedication to customer service and our talented employees.

We have developed proprietary underwriting systems based on data we have collected over our more than 17 years of experience. These systems employ advanced risk analytics, including machine learning and artificial intelligence, to decide whether to approve financing transactions, to structure the amount and terms of the financings we offer pursuant to jurisdiction-specific regulations and to provide customers with their funds quickly and efficiently. Our systems closely monitor collection and portfolio performance data that we use to continually refine machine learning-enabled analytical models and statistical measures used in making our credit, purchase, marketing and collection decisions. Approximately 90% of models used in our analytical environment are machine learning-enabled.

Our flexible and scalable technology platform allows us to process and complete customers’ transactions quickly and efficiently. In 2020, we processed approximately 2.0 million transactions, and we continue to grow our loans and finance receivable portfolios and increase the number of customers we serve through desktop, tablet and mobile platforms. Our highly customizable technology platform allows us to efficiently develop and deploy new products to adapt to evolving regulatory requirements and consumer preference, and to enter new markets quickly. In 2012, we launched a new product in the United States designed to serve near-prime customers. In June 2014, we launched our business in Brazil, where we arrange financing for borrowers through a third-party lender. In addition, in July 2014, we introduced a new line of credit product in the United States to serve the needs of small businesses. In June 2015, we further expanded our product offering by acquiring certain assets of a company that provides financing and installment loans to small businesses by offering RPAs. In January 2020, we acquired Cumulus Funding, Inc. (doing business as Align, “Align”), which offers income share agreements to U.S. consumers with repayment rates based on a percentage of customers’ income. In October 2020, we acquired, through a merger, On Deck Capital Inc. (“OnDeck”), a small business lending company offering lending and funding solutions to small businesses in the U.S., Australia and Canada, to expand our small business offerings. In March 2021, we acquired Pangea Universal Holdings (“Pangea”), which provides mobile international money transfer services to customers in the U.S with a focus on Latin America and Asia. These new products have allowed us to further diversify our product offerings and customer base.

We have been able to consistently acquire new customers and successfully generate repeat business from returning customers when they need financing. We believe our customers are loyal to us because they are satisfied with our products and services. We acquire

new customers from a variety of sources, including visits to our own websites, mobile sites or applications, and through direct marketing, affiliate marketing, lead providers and relationships with other lenders. We believe that the online convenience of our products and our 24/7 availability to accept applications with quick approval decisions are important to our customers.

Once a potential customer submits an application, we quickly provide a credit or purchase decision. If a loan or financing is approved, we or our lending partner typically fund the loan or financing the next business day or, in some cases, the same day. During the entire process, from application through payment, we provide access to our well-trained customer service team. All of our operations, from customer acquisition through collections, are structured to build customer satisfaction and loyalty, in the event that a customer has a need for our products in the future. We have developed a series of sophisticated proprietary scoring models to support our various products. We believe that these models are an integral component of our operations and allow us to complete a high volume of customer transactions while actively managing risk and the related credit quality of our loan and finance receivable portfolios. We believe our successful application of these technological innovations differentiates our capabilities relative to competing platforms as evidenced by our history of strong growth and stable credit quality.

PRODUCTS AND SERVICES

Our online financing products and services provide customers with a deposit of funds to their bank account in exchange for a commitment to repay the amount deposited plus fees, interest and/or revenue on the receivables purchased. We originate, arrange, guarantee or purchase installment loans, line of credit accounts, receivables purchase agreements (“RPAs”) and income share agreements to consumers and small businesses. We also offer an analytics-as-a-service solution for businesses. We have one reportable segment that includes all of our online financial services.

• Installment loans. Installment loans include longer-term loans that require the outstanding principal balance to be paid down in multiple installments and shorter-term single payment loans. Our installment loans are either written directly by us, purchased as part of our Banking Programs as discussed below, or are those that we arrange and guarantee as part of our credit services organization and credit access business programs, which we refer to as our CSO programs. We offer, or arrange through CSO programs, multi- or single-payment unsecured consumer loan products in 38 states in the United States and small business installment loans in 47 states and in Washington D.C. We also offer or arrange multi-payment unsecured consumer installment loan products in Brazil and small business installment loan products in Australia and Canada. Terms for our installment loan products range between two and 60 months, and single-pay consumer loans generally have terms of seven to 90 days. Loans may be repaid early at any time with no additional prepayment charges.
• Line of credit accounts. We directly offer, or purchase a participation interest in receivables through our Bank Programs, new consumer line of credit accounts in 38 states (and continue to service existing line of credit accounts in one additional state) in the United States and business line of credit accounts in 47 states and in Washington D.C. in the United States, which allow customers to draw on their unsecured line of credit in increments of their choosing up to their credit limit. Customers may pay off their account balance in full at any time or make required minimum payments in accordance with the terms of the line of credit account. We also offer small business line of credit accounts in Canada. As long as the customer’s account is in good standing and has credit available, customers may continue to borrow on their line of credit.
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• Receivables purchase agreements. Under RPAs, small businesses receive funds in exchange for a portion of the business’s future receivables at an agreed upon discount. In contrast, lending is a commitment to repay principal and interest and/or fees. A small business customer who enters into an RPA commits to delivering a percentage of its receivables through ACH or wire debits or by splitting credit card receipts until all purchased receivables are delivered. We offer RPAs in all 50 states and in Washington D.C. in the United States.
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• Income share agreements. Under income share agreements, consumers receive funds in exchange for a percentage of their future income for a set period of time. Unlike a loan, which is a commitment to repay principal and interest and/or fees, with income share structures, payments are based on the consumer’s income and can go all the way to zero if, among other things, the consumer becomes unemployed. We believe the income share agreement product to be promising but is still a nascent offering for us.
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• CSO Programs. We currently operate a CSO program in Texas. Through CSO programs, we provide services related to third-party lenders’ multi- and single-pay installment consumer loan products by acting as a credit services organization or credit access business on behalf of consumers in accordance with applicable state laws. Services offered under our CSO program include credit-related services such as arranging loans with independent third-party lenders and assisting in the preparation of loan applications and loan documents (“CSO loans”). When a consumer executes an agreement with us under our CSO program, we agree, for a fee payable to us by the consumer, to provide certain services, one of which is to guarantee the consumer’s obligation to repay the loan received by the consumer from the third-party lender if the consumer fails to do so. For CSO loans, each lender is responsible for providing the criteria by which the consumer’s application is underwritten and, if approved, determining the amount of the consumer loan. We, in turn, are responsible for assessing whether or not we will guarantee such
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loan. The guarantee represents an obligation to purchase specific single-payment loans, which for our CSO program, generally have terms of less than 90 days, and specific installment loans, which have terms of four to 12 months, if they go into default.
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• Bank program. We operate a program with a bank to provide marketing services and loan servicing for near-prime unsecured consumer installment loans and, beginning in January 2021, line of credit accounts. Under the program, we receive marketing and servicing fees while the bank receives an origination fee. The bank has the ability to sell and we have the option, but not the requirement, to purchase the loans the bank originates and, in the case of line of credit accounts, a participation interest in the receivables from draws on those accounts. We do not guarantee the performance of the loans and line of credit accounts originated by the bank. As part of the OnDeck business both prior and subsequent to Enova’s acquisition, OnDeck operates a program with a separate bank to provide marketing services and loan servicing for small business installment loans and line of credit accounts. Under the OnDeck program, we receive marketing fees while the bank receives origination fees and certain program fees. The bank has the ability to sell and we have the option, but not the requirement, to purchase the installment loans the bank originates and, in the case of line of credit accounts, extensions under those line of credit accounts. We do not guarantee the performance of the loans or line of credit accounts originated by the bank.
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• Decision Management Platform-as-a-Service (“dmPaaS”) and Analytics-as-a-Service (“AaaS”). Launched under our Enova Decisions brand in 2016, we help businesses make better decisions faster by providing our decision management platform and analytics expertise as a service. Our solutions are designed to automate or augment customer decisions including, but not limited to, credit risk, fraud risk, identity verification, customer profitability, payments, and collection. Services offered under our dmPaaS include machine learning model deployment, business rules management, data source connectivity, decision flow authoring, decision simulation, experiments, and real-time decision flow execution via API. Through our AaaS offerings, we provide tailored predictive/prescriptive analytic model development, explainable machine learning, and mathematical optimization. Industries served include financial services, communications, telecommunications, healthcare, and higher education in North America and Asia. Although this program constitutes less than 1% of total revenue, we plan to continue to grow this program through increasing the size of our sales team, adding new partners, and continued enhancement of our technology.
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• Money transfer business. Through the acquisition of Pangea, we operate a money transfer platform that allows customers to send money from the United States to Mexico, other Latin American countries and Asia. The customer pays us in U.S. dollars, and we then make local currency available to the intended recipient of the transfer in one of many termination countries. Our revenue model includes a fee per transfer and an exchange rate spread. Our customers can access our proprietary platform via the website, Android app, or iOS (Apple) app.
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OUR MARKETS

We currently provide our services in the following countries:

• United States. We began our online business in the United States in May 2004. As of June 30, 2021, we provided services in all 50 states and Washington D.C. We market our financing products under the names CashNetUSA at www.cashnetusa.com, NetCredit at www.netcredit.com, OnDeck at www.ondeck.com, Headway Capital at www.headwaycapital.com, The Business Backer at www.businessbacker.com, Align at www.helloalign.com and Pangea at www.pangeamoneytransfer.com.
• Brazil. In June 2014, we launched our business in Brazil under the name Simplic at www.simplic.com.br, where we arrange installment loans for a third-party lender. We plan to continue to invest in and expand our financial services program in Brazil.
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• Australia. As part of our acquisition of OnDeck in October 2020, we offer installment loans to small businesses in Australia through a majority-owned subsidiary.
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• Canada. As part of our acquisition of OnDeck in October 2020, we offer installment loans and line of credit accounts to small businesses in Canada through an affiliate that we classify as an equity method investment.
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Our internet websites and the information contained therein or connected thereto are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q.

RECENT REGULATORY DEVELOPMENTS

Consumer Financial Protection Bureau (“CFPB”)

On October 6, 2017, the CFPB issued its final rule entitled “Payday, Vehicle Title, and Certain High-Cost Installment Loans” (the “Small Dollar Rule”), which covers certain loans that we offer. The Small Dollar Rule requires that lenders who make short-term loans and longer-term loans with balloon payments reasonably determine consumers’ ability to repay the loans according to their terms before issuing the loans. The Small Dollar Rule also introduces new limitations on repayment processes for those lenders as well as lenders of other longer-term loans with an annual percentage rate greater than 36 percent that include an ACH authorization or similar payment provision. If a consumer has two consecutive failed payment attempts, the lender must obtain the consumer’s new

and specific authorization to make further withdrawals from the consumer’s bank account. For loans covered by the Small Dollar Rule, lenders must provide certain notices to consumers before attempting a first payment withdrawal or an unusual withdrawal and after two consecutive failed withdrawal attempts. On June 7, 2019, the CFPB issued a final rule to set the compliance date for the mandatory underwriting provisions of the Small Dollar Rule to November 19, 2020. On July 7, 2020, the CFPB issued a final rule rescinding the ability to repay (“ATR”) provisions of the Small Dollar Rule along with related provisions, such as the establishment of registered information systems for checking ATR and reporting loan activity.

Virginia SB 421

On March 7, 2020, SB 421 passed through both houses of the Virginia Legislature. The bill amends laws governing open-end lines of credit to cap interest and fees at 36% annual interest plus a $50 annual participation fee. Further, the law would allow Virginia-licensed lenders to make installment loans at 36% APR plus a loan processing fee equal to the greater of $75 or 5% of the principal loan amount, but not exceeding $150. The law went into effect on January 1, 2021.

Illinois SB 1792

On March 23, 2021, the Economic Equity Act (“EEA”) became effective in Illinois. The EEA implements a 36% rate cap on all consumer lending, with the APR calculated consistent with the Military Lending Act’s Military Annual Percentage Rate. The EEA applies to consumer loans originated on or after the effective date. In addition, the EEA provides for the application of a predominant economic interest test for bank service arrangements. Pursuant to the economic interest test, a broker or service with a predominant economic interest in a loan is considered to be the “true lender” for purposes of applying the EEA and the 36% rate cap.

Brazil General Data Privacy Law

On August 14, 2018, Brazil adopted the General Data Privacy Law (Lei Geral de Proteção de Dados Pessoais or “LGPD”). The key provisions of LGPD are quite similar to the European Union’s General Data Protection Regulation (“GDPR”) in that it grants certain rights to data subjects, imposes obligations on companies with regard to the processing of data, and allows authorities to impose substantial fines on companies that violate the law. LGPD was originally anticipated to go into effect on February 15, 2020; however, several amendments to LGPD delayed the effective date. LGPD took effect on September 18, 2020, although the penalties and sanctions for non-compliance are not scheduled to be enforced until August 1, 2021. Compliance with LGPD may increase the cost of conducting business in Brazil, and we could see regulatory compliance costs and enforcement activity now that the law is in effect.

RESULTS OF OPERATIONS

COVID-19

The COVID-19 pandemic has severely impacted global economic conditions, resulting in substantial volatility in the financial markets, increased unemployment, and operational challenges resulting from measures that governments have imposed to control its spread. We have implemented a number of procedures in response to the pandemic to support the safety and well-being of our employees, customers and stockholders that continue through the date of this report:

• As shelter-in-place orders and general distancing guidelines were released, we moved quickly to transition virtually all of our employees to a remote work environment.
• We are actively working with our customers to understand their financial situations, waive late fees, offer a variety of repayment options to increase flexibility and reduce or defer payments for impacted customers.
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• We took measures to adjust our underwriting procedures, which reduced exposure to more heavily impacted consumers and businesses.
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• We adjusted loan and draw sizes as well as shortened duration in an effort to reduce risk in this volatile environment.
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From a loan valuation perspective, the COVID-19 pandemic significantly increases the potential variability of our expected cash flows. We deemed it appropriate to increase the discount rate to capture the increase in potential volatility in expected cash flows due to the unprecedented nature of this pandemic and governmental response. As of March 31, 2020, after adjusting the discount rate for the decrease in underling interest rates, we increased the rate by 500 basis points based on what we deemed a market participant would require to assume the additional risk. Consequently, the associated fair values of these loans were adjusted lower as part of the standard process in our internally-developed valuation models. These rates remained consistent for the remainder of 2020. During the first two quarters of 2021, we noted a tightening of credit spreads in observable pricing in the market; as such, we reduced the discount rate used in our valuations as of March 31, 2021 by 100 basis points and as of June 30, 2021 by another 100 basis points. Our discount rates are still higher than those used immediately prior to the COVID-19 pandemic, which we believe is representative of what a market participant would use due to the continued high level of risk and potential volatility.

The number of loans with payment deferrals or other modifications increased meaningfully toward the end of the first quarter and into the second quarter of 2020. These requests for deferrals and modifications decreased meaningfully over the remainder of 2020 and into 2021. Since the beginning of the pandemic, we have assessed performance of borrowers that had elected to defer or modify loan payments during the pandemic. As of June 30, 2021, our collection data does not appear to indicate increased risk with these borrowers. As modifications and deferrals do not appear to be a strong indicator of future activity, we did not make an adjustment to the fair value of these loans at June 30, 2021 based on current or past modification or deferral.

After seeing increases in delinquency and charge-offs early in the pandemic, we experienced significant improvements to these metrics over the remainder of 2020 and into 2021. Both delinquencies and charge-offs in the first quarter of 2021 are below the pre-COVID period. The U.S. government passed additional stimulus packages in December 2020 and March 2021, which included stimulus checks to consumers and additional funding into the Paycheck Protection Program (“PPP”) for businesses. Positive COVID-19 test counts in the U.S. have generally decreased across the first half of 2021. However, with deceleration in vaccination rates, the emergence of new and more infectious COVID strains, and questions on the efficacy of the vaccines in use against new variants, there remains significant concern among public health officials and governmental bodies on the forward trajectory of the pandemic and its impacts on the economy. In evaluating inputs to our valuation models as of June 30, 2021, we noted that delinquencies and charge-off experience were low, both of which were likely to have been favorably impacted by governmental stimulus efforts. Future stimulus is uncertain and, if not provided at the same levels or at all, could cause future behavior to deviate from past performance. Similar to our loan valuations at December 31, 2020 and March 31, 2021, management concluded that the probability of future charge-offs was higher than what we had experienced in the past and, therefore, increased anticipated charge-offs in our fair value models, which reduced the fair value of our portfolio at June 30, 2021. We deemed the resulting fair value to be an appropriate market-based exit price that considers current market conditions at June 30, 2021.

We continue to closely monitor this pandemic and expect to make future changes to respond to the situation as it continues to evolve.

HIGHLIGHTS

Our financial results for the three-month period ended June 30, 2021, or the current quarter, are summarized below.

• Consolidated total revenue increased $11.6 million, or 4.6%, to $264.7 million in the current quarter compared to $253.1 million for the three months ended June 30, 2020, or the prior year quarter.
• Consolidated net revenue was $259.1 million compared to $132.4 million in the prior year quarter.
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• Consolidated income from operations increased $36.1 million, or 41.8%, to $122.7 million in the current quarter, compared to $86.6 million in the prior year quarter.
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• Consolidated net income was $80.2 million in the current quarter compared to $48.0 million in the prior year quarter. Consolidated diluted income per share was $2.10 in the current quarter compared to $1.58 in the prior year quarter.
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OVERVIEW

The following tables reflect our results of operations for the periods indicated, both in dollars and as a percentage of total revenue (dollars in thousands, except per share data):

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Revenue
Loans and finance receivables revenue $ 260,073 $ 251,702 $ 517,370 $ 611,508
Other 4,647 1,359 6,794 3,805
Total Revenue 264,720 253,061 524,164 615,313
Change in Fair Value (5,587 ) (120,672 ) (26,665 ) (356,391 )
Net Revenue 259,133 132,389 497,499 258,922
Expenses
Marketing 55,254 2,988 83,822 37,546
Operations and technology 35,035 16,504 70,662 47,770
General and administrative 38,675 22,336 82,764 50,287
Depreciation and amortization 7,460 4,004 14,087 7,674
Total Expenses 136,424 45,832 251,335 143,277
Income from Operations 122,709 86,557 246,164 115,645
Interest expense, net (19,416 ) (20,372 ) (39,330 ) (40,753 )
Foreign currency transaction (loss) gain (240 ) (18 ) (274 ) 23
Equity method investment income 1,471 — 2,029 —
Other nonoperating expenses (750 ) — (1,128 ) —
Income before Income Taxes 103,774 66,167 207,461 74,915
Provision for income taxes 23,224 18,141 50,940 21,141
Net income from continuing operations before noncontrolling interest 80,550 48,026 156,521 53,774
Less: Net income attributable to noncontrolling interest 373 — 424 —
Net income from continuing operations 80,177 48,026 156,097 53,774
Net loss from discontinued operations — — — (288 )
Net income attributable to Enova International, Inc. $ 80,177 $ 48,026 $ 156,097 $ 53,486
Earnings (Loss) Per Share attributable to Enova International, Inc.:
Earnings (loss) per common share - diluted:
Continuing operations $ 2.10 $ 1.58 $ 4.13 $ 1.70
Discontinued operations — — — (0.01 )
Total earnings (loss) per common share - diluted $ 2.10 $ 1.58 $ 4.13 $ 1.69
Revenue
Loans and finance receivables revenue 98.2 % 99.5 % 98.7 % 99.4 %
Other 1.8 0.5 1.3 0.6
Total Revenue 100.0 100.0 100.0 100.0
Change in Fair Value (2.1 ) (47.7 ) (5.1 ) (57.9 )
Net Revenue 97.9 52.3 94.9 42.1
Expenses
Marketing 20.9 1.2 16.0 6.1
Operations and technology 13.2 6.5 13.5 7.8
General and administrative 14.6 8.8 15.8 8.2
Depreciation and amortization 2.8 1.6 2.6 1.2
Total Expenses 51.5 18.1 47.9 23.3
Income from Operations 46.4 34.2 47.0 18.8
Interest expense, net (7.3 ) (8.1 ) (7.5 ) (6.6 )
Foreign currency transaction (loss) gain (0.1 ) — (0.1 ) —
Equity method investment income 0.5 — 0.4 —
Other nonoperating expenses (0.3 ) — (0.2 ) —
Income before Income Taxes 39.2 26.1 39.6 12.2
Provision for income taxes 8.8 7.1 9.7 3.5
Net income from continuing operations before noncontrolling interest 30.4 19.0 29.9 8.7
Less: Net income attributable to noncontrolling interest 0.1 — 0.1 —
Net income from continuing operations 30.3 19.0 29.8 8.7
Net loss from discontinued operations — — — —
Net income attributable to Enova International, Inc. 30.3 % 19.0 % 29.8 % 8.7 %

NON-GAAP FINANCIAL MEASURES

In addition to the financial information prepared in conformity with generally accepted accounting principles (“GAAP”), we provide historical non-GAAP financial information. We believe that presentation of non-GAAP financial information is meaningful and useful in understanding the activities and business metrics of our operations. We believe that these non-GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business. Readers should consider the information in addition to, but not instead of or superior to, our consolidated financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.

Adjusted Earnings Measures

In addition to reporting financial results in accordance with GAAP, we have provided adjusted earnings and adjusted earnings per share, or, collectively, the Adjusted Earnings Measures, which are non-GAAP measures. We believe that the presentation of these measures provides investors with greater transparency and facilitates comparison of operating results across a broad spectrum of companies with varying capital structures, compensation strategies, derivative instruments and amortization methods, which provides a more complete understanding of our financial performance, competitive position and prospects for the future. We also believe that investors regularly rely on non-GAAP financial measures, such as the Adjusted Earnings Measures, to assess operating performance and that such measures may highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP. In addition, we believe that the adjustments shown below are useful to investors in order to allow them to compare our financial results during the periods shown without the effect of each of these income or expense items.

The following table provides reconciliations between net income and diluted earnings per share calculated in accordance with GAAP to the Adjusted Earnings Measures (in thousands, except per share data):

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Net income from continuing operations $ 80,177 $ 48,026 $ 156,097 $ 53,774
Adjustments:
Transaction-related costs^(a)^ 12 — 1,424 —
Other nonoperating expenses^(b)^ 750 — 1,128 —
Intangible asset amortization 1,684 268 2,835 535
Stock-based compensation expense 5,250 3,660 11,054 7,120
Foreign currency transaction loss (gain) 237 18 271 (23 )
Cumulative tax effect of adjustments (2,053 ) (929 ) (4,262 ) (1,797 )
Adjusted earnings $ 86,057 $ 51,043 $ 168,547 $ 59,609
Diluted earnings per share from continuing operations $ 2.10 $ 1.58 $ 4.13 $ 1.70
Adjustments:
Transaction-related costs — — 0.04 —
Other nonoperating expenses 0.02 — 0.03 —
Intangible asset amortization 0.04 0.01 0.07 0.02
Stock-based compensation expense 0.14 0.12 0.29 0.23
Foreign currency transaction loss (gain) 0.01 — 0.01 —
Cumulative tax effect of adjustments (0.05 ) (0.03 ) (0.11 ) (0.06 )
Adjusted earnings per share $ 2.26 $ 1.68 $ 4.46 $ 1.89
(a) In the first quarter of 2021, we incurred expenses totaling $1.4 million ($1.1 million net of tax) related to acquisitions and a divestiture of a subsidiary.
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(b) In the first quarter of 2021, we recorded other nonoperating expenses of $0.4 million ($0.3 million net of tax) related to the repurchase of securitization notes. In the second quarter of 2021, we recorded other nonoperating expenses of $0.8 million ($0.6 million net of tax) related to an incomplete transaction.
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Adjusted EBITDA

The table below shows Adjusted EBITDA, which is a non-GAAP measure that we define as earnings excluding depreciation, amortization, interest, foreign currency transaction gains or losses, taxes and stock-based compensation expense. We believe Adjusted EBITDA is used by investors to analyze operating performance and evaluate our ability to incur and service debt and our capacity for

making capital expenditures. Adjusted EBITDA is also useful to investors to help assess our estimated enterprise value. In addition, we believe that the adjustments for transaction-related costs, other nonoperating expenses and equity method investment income shown below are useful to investors in order to allow them to compare our financial results during the periods shown without the effect of the income or expense items. The computation of Adjusted EBITDA, as presented below, may differ from the computation of similarly-titled measures provided by other companies (in thousands):

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Net income from continuing operations $ 80,177 $ 48,026 $ 156,097 $ 53,774
Depreciation and amortization expenses 7,457 4,004 14,078 7,674
Interest expense, net 19,292 20,372 39,047 40,753
Foreign currency transaction loss 237 18 271 (23 )
Provision for income taxes 23,224 18,141 50,940 21,141
Stock-based compensation expense 5,250 3,660 11,054 7,120
Adjustment:
Transaction-related costs^(a)^ 12 — 1,424 —
Other nonoperating expenses^(b)^ 750 — 1,128 —
Equity method investment income (1,471 ) — (2,029 ) —
Adjusted EBITDA $ 134,928 $ 94,221 $ 272,010 $ 130,439
Adjusted EBITDA margin calculated as follows:
Total Revenue $ 264,720 $ 253,061 $ 524,164 $ 615,313
Adjusted EBITDA 134,928 94,221 272,010 130,439
Adjusted EBITDA as a percentage of total revenue 51.0 % 37.2 % 51.9 % 21.2 %
(a) In the first quarter of 2021, we incurred expenses totaling $1.4 million ($1.1 million net of tax) related to acquisitions and a divestiture of a subsidiary.
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(b) In the first quarter of 2021, we recorded other nonoperating expenses of $0.4 million ($0.3 million net of tax) related to the repurchase of securitization notes. In the second quarter of 2021, we recorded other nonoperating expenses of $0.8 million ($0.6 million net of tax) related to an incomplete transaction.
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Constant Currency Basis

In addition to reporting financial results in accordance with GAAP, we have provided certain other non-GAAP financial information on a constant currency basis. Outside of the United States, we currently operate in Brazil and, with the acquisition of OnDeck Australia. During the current quarter, 2.3% of our revenue originated in currencies other than the U.S. Dollar, principally the Brazilian Real and Australian Dollar. As a result, changes in our reported revenue and profits include the impacts of changes in foreign currency exchange rates. We provide constant currency assessments in the following discussion and analysis to isolate the impact of the fluctuation in foreign exchange rates and utilize constant currency results in our analysis of performance. Our constant currency assessment assumes foreign exchange rates in the current fiscal periods remained the same as in the prior fiscal year periods. All conversion rates below are based on the U.S. Dollar equivalent to the applicable foreign currency:

Three Months Ended
June 30,
2021 2020 % Change
Australian dollar 0.7700 N/A N/A
Brazilian real 0.1893 0.1858 1.9 %
Six Months Ended
June 30,
2021 2020 % Change
Australian dollar 0.7713 N/A N/A
Brazilian real 0.1860 0.2054 (9.4 )%

We believe that our non-GAAP constant currency assessments are a useful measure, as they indicate the actual growth and profitability of our operations.

Combined Loans and Finance Receivables Measures

In addition to reporting loans and finance receivables balance information in accordance with GAAP (see Note 2 in the Notes to Consolidated Financial Statements included in this report), we have provided metrics on a combined basis. The Combined Loans and Finance Receivables Measures are non-GAAP measures that include both loans and RPAs we own or have purchased and loans we guarantee, which are either GAAP items or disclosures required by GAAP. See “—Loan and Finance Receivable Balances” and “—Credit Performance of Loans and Finance Receivables” below for reconciliations between Company owned and purchased loans and finance receivables, gross, change in fair value and charge-offs (net of recoveries) calculated in accordance with GAAP to the Combined Loans and Finance Receivables Measures.

We believe these non-GAAP measures provide investors with important information needed to evaluate the magnitude of potential receivable losses and the opportunity for revenue performance of the loans and finance receivable portfolio on an aggregate basis. We also believe that the comparison of the aggregate amounts from period to period is more meaningful than comparing only the amounts reflected on our consolidated balance sheet since both revenue and cost of revenue are impacted by the aggregate amount of receivables we own and those we guarantee as reflected in our consolidated financial statements.

THREE MONTHS ENDED JUNE 30, 2021 COMPARED TO THREE MONTHS ENDED JUNE 30, 2020

Revenue and Net Revenue

Revenue increased $11.6 million, or 4.6%, to $264.7 million for the current quarter as compared to $253.1 million for the prior year quarter. On a constant currency basis, revenue increased by $11.1 million, or 4.4%, for the current quarter compared to the prior year quarter. The increase was driven by a 473.1% increase in revenue from our small business portfolio, primarily due to the acquisition of OnDeck, partially offset by a 26.3% decrease in revenue from our consumer portfolio as originations were reduced due to the COVID‑19 pandemic.

Net revenue for the current quarter was $259.1 million compared to $132.4 million for the prior year quarter. Our consolidated net revenue margin was 97.9% for the current quarter compared to 52.3% for the prior year quarter. The increase in net revenue margin was driven by lower delinquency rates and lower than expected charge-offs as a result of portfolio seasoning and lower originations.

The following table sets forth the components of revenue and gross profit, separated by product for the current quarter and the prior year quarter (in thousands):

Three Months Ended June 30,
2021 2020 Change % Change
Revenue by product:
Consumer loans and finance receivables revenue $ 174,512 $ 236,772 ) (26.3 )%
Small business loans and finance receivables revenue 85,561 14,930 473.1
Total loans and finance receivables revenue 260,073 251,702 3.3
Other 4,647 1,359 241.9
Total revenue 264,720 253,061 4.6
Change in fair value (5,587 ) (120,672 ) (95.4 )
Net revenue $ 259,133 $ 132,389 95.7 %
Revenue by product (% to total):
Consumer loans and finance receivables revenue 65.9 % 93.6 %
Small business loans and finance receivables revenue 32.3 5.9
Total loans and finance receivables revenue 98.2 99.5
Other 1.8 0.5
Total revenue 100.0 100.0
Change in fair value (2.1 ) (47.7 )
Net revenue 97.9 % 52.3 %

All values are in US Dollars.

Loan and Finance Receivable Balances

The fair value of our loan and finance receivable portfolio in our consolidated financial statements at June 30, 2021 was $1,408.7 million and $799.7 million as of June 30, 2021 and 2020, respectively. The outstanding principal balance of our loan and finance receivables portfolio was $1,366.9 million and $767.6 million as of June 30, 2021 and 2020, respectively. The fair value of the combined loan and finance receivables portfolio includes $10.8 million and $6.6 million with an outstanding principal balance of $8.3

million and $5.2 million of consumer loan balances that are guaranteed by us but not owned by us, which are not included in our consolidated financial statements as of June 30, 2021 and 2020, respectively.

Our small business portfolio of loans and finance receivables increased significantly to 55.3% of our combined loan and finance receivable portfolio as of June 30, 2021, compared to 13.5% as of June 30, 2020 due primarily to the acquisition of OnDeck in October 2020. The consumer portfolio balance decreased to 44.7% of our combined loan and finance receivable portfolio balance as of June 30, 2021, compared to 86.5% as of June 30, 2020. See “—Non-GAAP Disclosure—Combined Loans and Finance Receivables Measures” above for additional information related to combined loans and finance receivables.

The following tables summarize loan and finance receivable balances outstanding as of June 30, 2021 and 2020 (in thousands):

As of June 30, 2021 As of June 30, 2020
Guaranteed Guaranteed
Company by the Company by the
Owned^(a)^ Company^(a)^ Combined^(b)^ Owned^(a)^ Company^(a)^ Combined^(b)^
Consumer loans and finance receivables
Principal $ 585,087 $ 8,284 $ 593,371 $ 646,534 $ 5,195 $ 651,729
Fair value 623,975 10,824 634,799 690,957 6,614 697,571
Fair value as a % of principal 106.6 % 130.7 % 107.0 % 106.9 % 127.3 % 107.0 %
Small business loans and finance receivables
Principal $ 781,793 $ — $ 781,793 $ 121,070 $ — $ 121,070
Fair value 784,728 — 784,728 108,705 — 108,705
Fair value as a % of principal 100.4 % — % 100.4 % 89.8 % — % 89.8 %
Total loans and finance receivables
Principal $ 1,366,880 $ 8,284 $ 1,375,164 $ 767,604 $ 5,195 $ 772,799
Fair value 1,408,703 10,824 1,419,527 799,662 6,614 806,276
Fair value as a % of principal 103.1 % 130.7 % 103.2 % 104.2 % 127.3 % 104.3 %
(a) GAAP measure. The loans and finance receivables balances guaranteed by us relate to loans originated by third-party lenders through the CSO programs that we have not yet purchased and, therefore, are not included in our consolidated financial statements.
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(b) Except for allowance and liability for estimated losses, amounts shown represent non-GAAP measures.
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At June 30, 2021 and 2020, the ratio of fair value as a percentage of principal was 103.1% and 104.2%, respectively, on company owned loans and finance receivables and 103.2% and 104.3%, respectively, on combined loans and finance receivables. These ratios decreased compared to the prior year due primarily to loans acquired in the OnDeck acquisition in October 2020, as these loans have a lower ratio of fair value as a percentage of principal compared to the legacy Enova portfolio. These decreases were partially offset by the seasoning of the portfolio due to a reduction in originations in 2020 following the onset of the COVID 19 pandemic, particularly to new customers, which carry a higher risk of charge-off.

Average Amount Outstanding per Loan and Finance Receivable

The average amount outstanding per loan and finance receivable is calculated as the total combined loans and finance receivables, gross balance at the end of the period divided by the total number of combined loans and finance receivables outstanding at the end of the period. The following table shows the average amount outstanding per loan and finance receivable by product at June 30, 2021 and 2020:

As of June 30,
2021 2020
Average amount outstanding per loan and finance receivable (in ones)^(^^a)^ ^^ ^^ ^^ ^^
Consumer loans and finance receivables^(b)^ $ 1,774 $ 1,979
Small business loans and finance receivables 31,126 18,717
Total loans and finance receivables^(b)^ $ 3,696 $ 2,285
(a) The disclosure regarding the average amount per loan and finance receivable is statistical data that is not included in our consolidated financial statements.
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(b) Includes loans guaranteed by us, which represent loans originated by third-party lenders through the CSO programs that we have not yet purchased and, therefore, are not included in our consolidated financial statements.
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The average amount outstanding per loan and finance receivable increased to $3,696 from $2,285 during the current quarter compared to the prior year quarter, due primarily to an increase in the mix of loans and finance receivables held by small businesses in our portfolio as a result of our acquisition of OnDeck in October 2020.

Average Loan and Finance Receivable Origination

The average loan and finance receivable origination amount is calculated as the total amount of combined loans and finance receivables originated, renewed and purchased for the period divided by the total number of combined loans and finance receivables originated, renewed and purchased for the period. The following table shows the average loan and finance receivable origination amount by product for the current quarter compared to the prior year quarter:

Three Months Ended
June 30,
2021 2020
Average loan and finance receivable origination amount (in ones)^(^^a)^ ^^ ^^ ^^ ^^
Consumer loans and finance receivables^(b)(c)^ $ 612 $ 287
Small business loans and finance receivables^(c)^ 15,737 4,569
Total loans and finance receivables^(b)^ $ 1,409 $ 288
(a) The disclosure regarding the average loan origination amount is statistical data that is not included in our consolidated financial statements.
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(b) Includes loans guaranteed by us, which represent loans originated by third-party lenders through the CSO programs that we have not yet purchased and, therefore, are not included in our consolidated financial statements.
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(c) For line of credit accounts the average represents the average amount of each incremental draw.
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The average loan and finance receivable origination amount increased to $1,409 from $288 during the current quarter compared to the prior year quarter, due primarily to an increase in the mix of higher dollar amount loans and finance receivables to small businesses as a result of our acquisition of OnDeck in 2020.

Credit Performance of Loans and Finance Receivables

We monitor the performance of our loans and finance receivables. Internal factors such as portfolio composition (e.g., interest rate, loan term, geography information, customer mix, credit quality) and performance (e.g., delinquency, loss trends, prepayment rates) are reviewed on a regular basis at various levels (e.g., product, vintage). We also weigh the impact of relevant, internal business decisions on portfolio. External factors such as macroeconomic trends, financial market liquidity expectations, competitive landscape and legal/regulatory requirements are also reviewed on a regular basis.

The payment status of a customer, including the degree of any delinquency, is a significant factor in determining estimated charge-offs in the cash flow models that we use to determine fair value. The following table shows payment status on outstanding principal, interest and fees as of the end of each of the last five quarters (in thousands):

2020 2021
Second Third Fourth First Second
Quarter Quarter Quarter Quarter Quarter
Ending combined loans and finance receivables, including principal and accrued fees/interest outstanding:
Company owned $ 816,905 $ 698,964 $ 1,310,171 $ 1,265,987 $ 1,416,533
Guaranteed by the Company^(a)^ 6,054 8,100 10,163 6,792 9,655
Ending combined loan and finance receivables balance^(b)^ $ 822,959 $ 707,064 $ 1,320,334 $ 1,272,779 $ 1,426,188
> 30 days delinquent 36,797 25,841 122,666 96,228 81,883
> 30 days delinquency rate 4.5 % 3.7 % 9.3 % 7.6 % 5.7 %
(a) Represents loans originated by third-party lenders through the CSO programs that we have not yet purchased, which are not included in our consolidated balance sheets.
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(b) Non-GAAP measure.
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Consumer Loans and Finance Receivables

The following table includes financial information for our consumer loans and finance receivables. Delinquency metrics include principal, interest and fees, and only amounts that are past due (in thousands):

2020 2021
Second Third Fourth First Second
Quarter Quarter Quarter Quarter Quarter
Consumer loans and finance receivables:
Consumer combined loan and finance receivable principal balance:
Company owned $ 646,534 $ 569,556 $ 576,404 $ 523,170 $ 585,087
Guaranteed by the Company^(a)^ 5,195 6,905 8,845 5,691 8,284
Total combined loan and finance receivable principal balance^(b)^ $ 651,729 $ 576,461 $ 585,249 $ 528,861 $ 593,371
Consumer combined loan and finance receivable fair value balance:
Company owned $ 690,957 $ 617,921 $ 625,219 $ 581,398 $ 623,975
Guaranteed by the Company^(a)^ 6,614 7,411 10,289 7,246 10,824
Ending combined loan and finance receivable fair value balance^(b)^ $ 697,571 $ 625,332 $ 635,508 $ 588,644 $ 634,799
Fair value as a % of principal^(b)(c)^ 107.0 % 108.5 % 108.6 % 111.3 % 107.0 %
Consumer combined loan and finance receivable balance, including principal and accrued fees/interest outstanding:
Company owned $ 693,991 $ 614,676 $ 619,088 $ 564,934 $ 630,203
Guaranteed by the Company^(a)^ 6,054 8,100 10,163 6,792 9,655
Ending combined loan and finance receivable balance^(b)^ $ 700,045 $ 622,776 $ 629,251 $ 571,726 $ 639,858
Average consumer combined loan and finance receivable balance, including principal and accrued fees/interest outstanding:
Company owned^(d)^ $ 813,497 $ 646,137 $ 613,683 $ 598,900 $ 580,704
Guaranteed by the Company^(a)(d)^ 7,553 6,855 8,861 8,670 7,585
Average combined loan and finance receivable balance^(b)(d)^ $ 821,050 $ 652,992 $ 622,544 $ 607,570 $ 588,289
Revenue $ 236,772 $ 192,567 $ 196,880 $ 181,737 $ 174,512
Change in fair value (102,159 ) (24,378 ) (31,167 ) (26,073 ) (49,708 )
Net revenue 134,613 168,189 165,713 155,664 124,804
Net revenue margin 56.9 % 87.3 % 84.2 % 85.7 % 71.5 %
Change in fair value as a % of average combined loan and finance receivable balance^(b)(d)^ 12.4 % 3.7 % 5.0 % 4.3 % 8.4 %
Delinquencies:
> 30 days delinquent $ 31,149 $ 21,559 $ 24,793 $ 24,589 $ 26,201
> 30 days delinquent as a % of combined loan and finance receivable balance^(b)(c)^ 4.4 % 3.5 % 3.9 % 4.3 % 4.1 %
Charge-offs:
Charge-offs (net of recoveries) $ 141,193 $ 30,670 $ 34,035 $ 36,408 $ 27,050
Charge-offs (net of recoveries) as a % of average combined loan and finance receivable balance^(b)(d)^ 17.2 % 4.7 % 5.5 % 6.0 % 4.6 %
(a) Represents loans originated by third-party lenders through the CSO programs that we have not yet purchased, which are not included in our consolidated balance sheets.
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(b) Non-GAAP measure.
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(c) Determined using period-end balances.
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(d) The average combined loan and finance receivable balance is the average of the month-end balances during the period.
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The ending balance, including principal and accrued fees/interest outstanding, of combined consumer loans and finance receivables at June 30, 2021 decreased 8.6% to $639.9 million compared to $700.0 million at June 30, 2020, due primarily to lower originations driven by our strategic efforts to mitigate risks associated with the COVID-19 pandemic since March 2020.

The percentage of loans greater than 30 days delinquent decreased to 4.1% at June 30, 2021, compared to 4.4% at June 30, 2020. The decrease was driven primarily by having a more seasoned and lower risk portfolio due to reduced originations. We also believe that credit has been favorably impacted by governmental stimulus efforts.

Charge-offs (net of recoveries) as a percentage of average combined loan balance decreased to 4.6% for the current quarter, compared to 17.2% for the prior year quarter, driven primarily by having a more seasoned and lower risk portfolio remaining as originations since the onset of the COVID-19 pandemic have been significantly lower and the majority of higher risk loans to new customers originated in prior quarters have been charged off.

The ratio of fair value as a percentage of principal on consumer loans and finance receivables was 107.0% at June 30, 2021, compared to 107.0% at June 30, 2020 and 111.3% at March 31, 2021. The decrease from March 31, 2021 was primarily driven by the acceleration of originations across the second quarter, particularly to new customers, which carry a higher risk of charge-off, partially offset by lower discount rates. Refer also to “Results of Operations—COVID-19” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional discussion on loan valuation.

Small Business Loans and Finance Receivables

The following table includes financial information for our small business loans and finance receivables. Delinquency metrics include principal, interest, and fees, and only amounts that are past due (in thousands):

2020 2021
Second Third Fourth First Second
Quarter Quarter Quarter Quarter Quarter
Small business loans and finance receivables:
Total loan and finance receivable principal balance $ 121,070 $ 81,733 $ 686,730 $ 696,678 $ 781,793
Ending loan and finance receivable fair value balance 108,705 75,449 616,287 649,313 784,728
Fair value as a % of principal^(a)^ 89.8 % 92.3 % 89.7 % 93.2 % 100.4 %
Ending loan and finance receivable balance, including principal and accrued fees/interest outstanding $ 122,914 $ 84,288 $ 691,083 $ 701,053 $ 786,330
Average loan and finance receivable balance^(b)^ $ 158,684 $ 101,819 $ 539,675 $ 700,348 $ 739,378
Revenue $ 14,930 $ 10,830 $ 64,419 $ 75,560 $ 85,561
Change in fair value (18,513 ) 1,601 10,818 4,995 45,078
Net revenue (3,583 ) 12,431 75,237 80,555 130,639
Net revenue margin (24.0 )% 114.8 % 116.8 % 106.6 % 152.7 %
Change in fair value as a % of average loan balance^(b)^ 11.7 % (1.6 )% (2.0 )% (0.7 )% (6.1 )%
Delinquencies:
> 30 days delinquent $ 5,648 $ 4,282 $ 97,873 $ 71,639 $ 55,682
> 30 days delinquent as a % of loan balance^(a)^ 4.6 % 5.1 % 14.2 % 10.2 % 7.1 %
Charge-offs:
Charge-offs (net of recoveries) $ 14,782 $ 4,496 $ 21,052 $ 18,042 $ 5,102
Charge-offs (net of recoveries) as a % of average loan and finance receivable balance^(b)^ 9.3 % 4.4 % 3.9 % 2.6 % 0.7 %
(a) Determined using period-end balances.
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(b) The average loan and finance receivable balance is the average of the month-end balances during the period.
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The ending balance, including principal and accrued fees/interest outstanding, of small business loans and finance receivables at June 30, 2021 increased 539.7% to $786.3 million compared to $122.9 million at June 30, 2020, due primarily to the acquisition of OnDeck in the fourth quarter of 2020. Excluding OnDeck, the ending balance, including principal and accrued fees/interest

outstanding, of small business loans and finance receivables at June 30, 2021 increased 19.9% due primarily to a gradual increase in originations that began in the third quarter of 2020 and continued to ramp up in 2021.

The percentage of loans greater than 30 days delinquent increased to 7.1% at June 30, 2021, compared to 4.6% at June 30, 2020. The increase was driven primarily by the inclusion of OnDeck loans, which have a higher percentage of loans greater than 30 days delinquent compared to our legacy small business portfolio. Since the acquisition of OnDeck, delinquency has improved in all of our small business portfolios, as we have actively worked with our customers to understand their financial situations, offering a variety of repayment options to increase flexibility and reducing or deferring payments for impacted customers.

Charge-offs (net of recoveries) as a percentage of average loan balance decreased to 0.7% for the current quarter, compared to 9.3% in the prior year quarter, due primarily to our efforts to assist customers as well as the impact of governmental stimulus.

The ratio of fair value as a percentage of principal on small business loans and finance receivables was 100.4% at June 30, 2021, compared to 89.8% at June 30, 2020. The increase was due primarily to strong cash collections, improvements in anticipated cash flow in our valuation models due to reduced risk, and lower discount rates. The ratio of fair value as a percentage of principal has improved for the legacy Enova portfolio since the second quarter of 2020 and the OnDeck portfolio since acquisition.

Total Expenses

Total expenses increased $90.6 million, or 197.7%, to $136.4 million in the current quarter, compared to $45.8 million in the prior year quarter. On a constant currency basis, total expenses increased $90.0 million, or 196.4%, in the current quarter as compared to the prior year quarter.

Marketing expense increased to $55.2 million in the current quarter compared to $3.0 million in the prior year quarter due primarily to our efforts to capture increasing market demand for loan products in the current quarter. The prior year quarter was abnormally low due to our strategic actions to mitigate risks associated with the COVID-19 pandemic.

Operations and technology expense increased to $35.0 million in the current quarter compared to $16.5 million in the prior year quarter, due primarily to the acquisition of OnDeck in October 2020 and higher variable underwriting costs due to the increase in originations.

General and administrative expense increased $16.4 million, or 73.2%, to $38.7 million in the current quarter compared to $22.3 million in the prior year quarter, due primarily to the acquisition of OnDeck in October 2020, partially offset by various cost containment initiatives implemented to mitigate the impact of COVID-19 and synergies achieved on the OnDeck acquisition.

Depreciation and amortization expense increased $3.5 million or 86.3% compared to the prior year quarter driven primarily by fixed assets and intangible assets acquired with OnDeck and Pangea and, to a lesser extent, additional internally-developed software placed into service.

Interest Expense, Net

Interest expense, net decreased $1.0 million, or 4.7%, to $19.4 million in the current quarter compared to $20.4 million in the prior year quarter. The decrease was due primarily to a decrease in the average amount of debt outstanding, which decreased $51.3 million to $986.1 million during the current quarter from $1,037.4 million during the prior year quarter, and a decrease in the weighted average interest rate on our outstanding debt to 7.81% during the current quarter from 7.97% during the prior year quarter.

Provision for Income Taxes

The effective tax rate from continuing operations of 22.4% in the current quarter was lower than the 27.4% rate recorded in the prior year quarter due primarily to the significant increase in book operating income as compared to the prior year quarter and a lesser rate impact attributable to nondeductible executive and stock compensation and other nondeductible expenses.

As of June 30, 2021, the balance of unrecognized tax benefits was $39.1 million which is included in “Accounts payable and accrued expenses” on the consolidated balance sheet, $11.4 million of which, if recognized, would favorably affect the effective tax rate in the period of recognition. We had $45.3 million and $39.0 million of unrecognized tax benefits as of June 30, 2020 and December 31, 2020, respectively. We believe that we have adequately accounted for any material tax uncertainties in our existing reserves for all open tax years.

Our U.S. tax returns are subject to examination by federal and state taxing authorities. The statute of limitations related to our consolidated Federal income tax returns is closed for all tax years up to and including 2016. However, the 2014 tax year is still open to the extent of the net operating loss that was carried back from the 2019 tax return. The years open to examination by state, local and foreign government authorities vary by jurisdiction, but the statute of limitation is generally three years from the date the tax return is filed. For jurisdictions that have generated net operating losses, carryovers may be subject to the statute of limitations applicable for the year those carryovers are utilized. In these cases, the period for which the losses may be adjusted will extend to conform with the statute of limitations for the year in which the losses are utilized. In most circumstances, this is expected to increase the length of time that the applicable taxing authority may examine the carryovers by one year or longer, in limited cases.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into U.S. law to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 pandemic. We deferred the timing of federal tax estimates and payroll taxes as permitted by the CARES Act and have availed ourselves of net operating loss carryback provisions.

Net Income

Net income increased $32.2 million, or 66.9%, to $80.2 million during the current quarter compared to $48.0 million during the prior year quarter. The increase was due primarily to favorable credit performance in the loan portfolio in the current quarter.

SIX MONTHS ENDED JUNE 30, 2021 COMPARED TO SIX MONTHS ENDED JUNE 30, 2020

Revenue and Net Revenue

Revenue decreased $91.1 million, or 14.8%, to $524.2 million for the six-month period ended June 30, 2021, or current six-month period, as compared to $615.3 million for the six-month period ended June 30, 2020, or prior year six-month period. On a constant currency basis, revenue decreased by $91.8 million, or 14.9%, for the current six-month period compared to the prior year six-month period. The decrease was driven by a 41.5% decrease in revenue from our sub-prime consumer portfolio and a 29.7% decrease in revenue from our near-prime consumer portfolio due to lower average loan balances in the in the current six-month period compared to the prior year six-month period, partially offset by a 314.9% increase in revenue from our small business portfolio, primarily due to the acquisition of OnDeck.

Net revenue for the current six-month period was $497.5 million compared to $258.9 million for the prior year six-month period. Our consolidated net revenue margin was 94.9% for the current six-month period compared to 42.1% for the prior year six-month period.

The following table sets forth the components of revenue and gross profit, separated by product for the current six-month period and the prior year six-month period (in thousands):

Six Months Ended June 30,
2021 2020 Change % Change
Revenue by product:
Consumer loans and finance receivables revenue $ 356,249 $ 572,672 ) (37.8 )%
Small business loans and finance receivables revenue 161,121 38,836 314.9
Total loans and finance receivables revenue 517,370 611,508 ) (15.4 )
Other 6,794 3,805 78.6
Total revenue 524,164 615,313 ) (14.8 )
Change in fair value (26,665 ) (356,391 ) (92.5 )
Net revenue $ 497,499 $ 258,922 92.1 %
Revenue by product (% to total):
Consumer loans and finance receivables revenue 68.0 % 93.1 %
Small business loans and finance receivables revenue 30.7 6.3
Total loans and finance receivables revenue 98.7 99.4
Other 1.3 0.6
Total revenue 100.0 100.0
Change in fair value (5.1 ) (57.9 )
Net revenue 94.9 % 42.1 %

All values are in US Dollars.

Average Loan Origination

The average loan and finance receivable origination amount is calculated as the total amount of combined loans and finance receivables originated, renewed and purchased for the period divided by the total number of combined loans and finance receivables originated, renewed and purchased for the period. The following table shows the average loan and finance receivable origination amount by product for the current six-month period compared to the prior year six-month period:

Six Months Ended
June 30,
2021 2020
Average loan and finance receivable origination amount (in ones)^(^^a)^ ^^ ^^ ^^ ^^
Consumer loans and finance receivables^(b)(c)^ $ 558 $ 449
Small business loans and finance receivables^(c)^ 15,006 11,072
Total loans and finance receivables^(b)^ $ 1,348 $ 517
(a) The disclosure regarding the average loan origination amount is statistical data that is not included in our consolidated financial statements.
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(b) Includes loans guaranteed by us, which represent loans originated by third-party lenders through the CSO programs that we have not yet purchased and, therefore, are not included in our consolidated financial statements.
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(c) Represents the average amount of each incremental draw on line of credit accounts.
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The average loan origination amount increased to $1,348 from $517 during the current six-month period compared to the prior year six-month period, due primarily to an increase in the mix of higher dollar amount loans and finance receivables to small businesses as a result of our acquisition of OnDeck in 2020.

Total Expenses

Total expenses increased $108.0 million, or 75.4%, to $251.3 million in the current six-month period, compared to $143.3 million in the prior year six-month period. On a constant currency basis, total expenses increased $107.4 million, or 75.0%, for the current six-month period compared to the prior year six-month period.

Marketing expense increased to $83.8 million in the current six-month period compared to $37.5 million in the prior year six-month period. The increase was due primarily to the inclusion of OnDeck as well as our efforts to capture increasing market demand for loan products in the current six-month period. The prior year six-month period was low due to our strategic reduction of marketing spend beginning late first quarter 2020 to mitigate risks associated with the COVID-19 pandemic.

Operations and technology expense increased to $70.6 million in the current six-month period compared to $47.8 million in the prior year six-month period, due primarily to the inclusion of OnDeck.

General and administrative expense increased $32.5 million, or 64.6%, to $82.8 million in the current six-month period compared to $50.3 million in the prior year six-month period, due primarily to the inclusion of OnDeck and higher employee-related costs, partially offset by various cost containment initiatives implemented to mitigate the impact of COVID-19.

Depreciation and amortization expense increased $6.4 million or 83.6% compared to the prior year quarter driven primarily by fixed assets and intangible assets acquired with OnDeck and Pangea and, to a lesser extent, additional internally-developed software placed into service.

Interest Expense, Net

Interest expense, net decreased $1.4 million, or 3.5%, to $39.3 million in the current six-month period compared to $40.7 million in the prior year six-month period. The decrease was due primarily to a decrease in the average amount of debt outstanding, which decreased $56.5 million to $966.3 million during the current six-month period from $1,022.8 million during the prior year six-month period, partially offset by an increase in the weighted average interest rate on our outstanding debt to 8.20% during the current six-month period from 8.06% during the prior year six-month period.

Provision for Income Taxes

The effective tax rate of 24.6% in the current six-month period was lower than the effective tax rate of 28.2% in the prior year six-month period due primarily to the significant increase in book operating income as compared to the prior year and a lesser rate impact attributable to nondeductible executive and stock compensation and other nondeductible expenses..

Net Income

Net income increased $102.6 million, or 191.8%, to $156.1 million during the current six-month period compared to $53.5 million during the prior year six-month period. The increase was due primarily to favorable credit performance in the loan portfolio in the current six-month period and the negative impact of the COVID-19 pandemic on loan values in the prior year six-month period, partially offset by increased marketing spend.

LIQUIDITY AND CAPITAL RESOURCES

Capital Funding Strategy

Given the unprecedented economic circumstances resulting from the COVID-19 pandemic and high degree of uncertainty, we have taken several actions to create a stable and flexible balance sheet that ensures liquidity and funding available to meet our business obligations. We elected to access our committed funding lines prior to March 31, 2020 to preserve optionality in the face of uncertainty, and prior to June 30, 2020 we repaid the outstanding balance of our revolving credit agreement. Despite our higher than normal cash balances, we drew funds in January 2021 to meet the minimum utilization requirements of the revolving credit agreement and prior to June 30, 2021, we repaid the outstanding balance of our revolving credit agreement. As of June 30, 2021, we had cash, cash equivalents, and restricted cash of $447.2 million, of which $52.8 million was restricted, compared to $369.2 million, of which $71.9 million was restricted, as of December 31, 2020. As of June 30, 2021, we had committed and undrawn funding capacity of $533.9 million for our domestic operations and an additional $27.4 million (AU$36.6 million) available to support our operations in Australia. Based on numerous stressed-case modeling scenarios, we believe we have sufficient liquidity to run our operations for the foreseeable future. Further, we have no recourse debt obligations due until September 2024.

Historically, we have generated significant cash flow through normal operating activities for funding both long-term and short-term needs. Our near-term liquidity is managed to ensure that adequate resources are available to fund our seasonal working capital growth, which is driven by demand for our loan and financing products. On May 30, 2014, we issued and sold $500.0 million in aggregate principal amount of 9.75% senior notes due 2021 (the “2021 Senior Notes”). On September 1, 2017, we issued and sold $250.0 million in aggregate principal amount of 8.50% Senior Notes due 2024 (the “2024 Senior Notes”) and used the net proceeds, in part, to retire $155.0 million in 2021 Senior Notes. On January 21, 2018, we redeemed an additional $50.0 million in principal amount of the outstanding 2021 Senior Notes. On September 19, 2018, we issued and sold $375.0 million in aggregate principal amount of 8.50% Senior Notes due 2025 (the “2025 Senior Notes”) and used the net proceeds, in part, to retire the remaining $295.0 million in principal amount of the outstanding 2021 Senior Notes.

On June 30, 2017, we entered into a secured revolving credit agreement (as amended, the “Credit Agreement”). On April 13, 2018, October 5, 2018, July 1, 2019 and May 10, 2021, we and certain of our operating subsidiaries entered into amendments to our Credit Agreement. As of July 29, 2021, our available borrowings under the Credit Agreement were $309.5 million. Since 2016, we have entered into several loan securitization facilities and offered asset-backed notes to fund our growth, primarily in our near-prime consumer installment loan business. As a result of our acquisition of OnDeck in 2020, we added several additional securitization facilities and asset-backed notes supported by OnDeck’s small business loans, as summarized below under “Current Debt Facilities.” As of July 29, 2021, we had committed and undrawn funding capacity of $290.1 million for our domestic operations and an additional $24.5 million (AU$33.1 million) available to support our operations in Australia. We expect that our operating needs, including satisfying our obligations under our debt agreements and funding our working capital growth, will be satisfied by a combination of cash flows from operations, borrowings under the Credit Agreement, or any refinancing, replacement thereof or increase in borrowings thereunder, and securitization or sale of loans and finance receivables under our consumer and small business loan securitization facilities.

As of June 30, 2021, we were in compliance with all financial ratios, covenants and other requirements set forth in our debt agreements. Unexpected changes in our financial condition or other unforeseen factors may result in our inability to obtain third-party financing or could increase our borrowing costs in the future. To the extent we experience short-term or long-term funding disruptions, we have the ability to adjust our volume of lending and financing to consumers and small businesses that would reduce cash outflow requirements while increasing cash inflows through repayments. Additional alternatives may include the securitization or sale of assets, increased borrowings under the Credit Agreement, or any refinancing or replacement thereof, and reductions in capital spending, which could be expected to generate additional liquidity.

Capital

Our Total stockholders’ equity increased by $175.9 million to $1,094.8 million at June 30, 2021 from $918.8 million at December 31, 2020. The increase of stockholders’ equity was driven primarily by net income for the six months ended June 30, 2021. Our book value per share outstanding increased to $29.69 at June 30, 2021 from $25.69 at December 31, 2020, which was primarily driven by our net income in the period.

On November 5, 2020, we announced the Board of Directors had authorized a share repurchase program for up to $50.0 million of our outstanding common stock through December 31, 2021 (the “2020 Authorization”). Repurchases under our repurchase programs will be made in accordance with applicable securities laws from time to time in the open market, through privately negotiated transactions or otherwise. The share repurchase program does not obligate us to purchase any shares of our common stock. The authorization for the share repurchase program may be terminated, increased or decreased by the Board of Directors in its discretion at any time. During the six months ended June 30, 2021, we had no repurchases of common stock under the share repurchase program.

Cash

At June 30, 2021, we had $394.4 million of available unrestricted cash to fund our future operations compared to approximately $297.3 million at December 31, 2020.

Our cash and cash equivalents at June 30, 2021 were held primarily for working capital purposes and will be used to fund a portion of our lending activities. From time to time, we use excess cash and cash equivalents to fund our lending activities. We do not enter into investments for trading or speculative purposes. Our policy is to invest cash in excess of our immediate working capital requirements in short-term investments, deposit accounts or other arrangements designed to preserve the principal balance and maintain adequate liquidity. Our excess cash may be invested primarily in overnight sweep accounts, money market instruments or similar arrangements that provide competitive returns consistent with our polices and market conditions.

Our restricted cash represents funds held in accounts as reserves on certain debt facilities and as collateral for issuing bank partner transactions. We have no ability to draw on such funds as long as they remain restricted under the applicable arrangements but have the ability to use these funds to finance loan originations, subject to meeting borrowing base requirements. Our policy is to invest restricted cash held in debt facility related accounts, to the extent permitted by such debt facility, in investments designed to preserve the principal balance and provide liquidity. Accordingly, such cash is invested primarily in money market instruments that offer daily purchase and redemption and provide competitive returns consistent with our policies and market conditions.

Current Debt Facilities

The following table summarizes our debt facilities as of June 30, 2021.

Maturity date ^^ Weighted average interest rate^(a)^ Borrowing capacity ^^ Principal outstanding
Funding Debt: ^^ ^^
2018-1 Securitization Facility July 2023 ^(b)^ 5.00% 150,000 ^^ 25,628
2018-2 Securitization Facility October 2022 ^(c)^ 3.87% 4,962 ^^ 4,962
2019-1 Securitization Facility February 2022 ^(d)^ — — ^^ —
2018-A Notes May 2026 ^^ 7.37% 8,107 ^^ 8,107
2019-A Notes June 2026 ^^ 6.74% 42,154 ^^ 42,154
OnDeck Account Receivables Trust 2013-1 May 2021 ^(e)^ — — ^^ —
Receivable Assets of OnDeck December 2023 ^(f)^ 2.62% 100,000 ^^ —
OnDeck Asset Funding II August 2022 ^(g)^ — — ^^ —
OnDeck Asset Securitization Trust III May 2027 ^(h)^ 2.07% 300,000 ^^ 300,000
Other funding debt^(^^i^^)^ Various ^(j)^ 4.60% 60,442 ^^ 32,996
Total funding debt ^^ 3.10% $ 665,665 ^^ $ 413,847
Corporate Debt: ^^ ^^
8.50% Senior Notes Due 2024 September 2024 ^^ 8.50% 250,000 ^^ 250,000
8.50% Senior Notes Due 2025 September 2025 ^^ 8.50% 375,000 ^^ 375,000
Revolving line of credit June 2025 ^^ 4.00% 310,000 ^(k)^ —
Other corporate debt April 2022 ^^ 1.00% 795 ^^ 795
Total corporate debt ^^ 8.50% $ 935,795 ^^ $ 625,795
(a) The weighted average interest rate is determined based on the rates and principal balances on June 30, 2021. It does not include the impact of the amortization of deferred loan origination costs or debt discounts.
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(b) The period during which new borrowings may be made under this facility expires in July 2021.
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(c) The period during which new borrowings may be made under this facility expired in October 2020.
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(d) The period during which new borrowings may be made under this facility expired in February 2021. This facility was repaid and terminated on February 25, 2021.
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(e) The period during which new borrowings may be made under this facility expired in October 2020. This facility was repaid and terminated on February 19, 2021.
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(f) The period during which new borrowings may be made under this facility expires in December 2022.
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(g) This facility was repaid and terminated on June 15, 2021.
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(h) The period during which new borrowings may be made under this facility expires in April 2024.
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(i) These debt facilities support our operations in Australia and are denominated in Australian dollars. The total local currency borrowing capacity is AU$80.6 million, of which there is AU$44.0 million in principal outstanding at June 30, 2021.
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(j) The periods during which new borrowings may be made under the various agreements expire between June 2021 and March 2024. Maturity dates range from December 2021 through March 2024.
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(k) We had an outstanding letter of credit under the Revolving line of credit of $0.5 million as of June 30, 2021.
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Our ability to fully utilize the available capacity of our debt facilities may also be impacted by provisions that limit concentration risk and eligibility.

Cash Flows

Our cash flows and other key indicators of liquidity are summarized as follows (dollars in thousands):

Six Months Ended June 30,
2021 2020
Cash flows provided by operating activities
Cash flows from operating activities - continuing operations $ 219,930 $ 483,734
Cash flows from operating activities - discontinued operations — (288 )
Total cash flows provided by operating activities 219,930 483,446
Cash flows used in investing activities
Loans and finance receivables (184,206 ) (41,092 )
Acquisitions, net of cash acquired (28,358 ) (3,597 )
Purchases of property and equipment (14,402 ) (12,716 )
Other investing activities 25 57
Total cash flows used in investing activities (226,941 ) (57,348 )
Cash flows provided by (used in) financing activities $ 84,594 $ (141,892 )

Cash Flows from Operating Activities

Net cash provided by operating activities from continuing operations decreased $263.8 million, or 54.5%, to $219.9 million in the current six-month period from $483.7 million for the prior year six-month period. The decrease was driven primarily by reduced originations since the beginning of the COVID-19 pandemic and the mix shift from consumer to small business loans and finance receivables, which generally yield less revenue.

We believe cash flows from operations and available cash balances and borrowings under our consumer loan securitization facilities and Credit Agreement, which may include increased borrowings under our Credit Agreement, any refinancing or replacement thereof, and additional securitization of consumer loans, will be sufficient to fund our future operating liquidity needs, including to fund our working capital growth.

Cash Flows from Investing Activities

Net cash used in investing activities increased $169.6 million, or 295.7%, for the current six-month period compared to the prior year six-month period. This increase was due primarily to a $143.1 million increase in net loan and finance receivables originations driven by the strategic reduction in originations and acquisitions of loans and finance receivables to mitigate risks associated with the COVID-19 pandemic in the prior year. Additionally, we acquired Pangea for $28.4 million, net of cash acquired, in the current year.

Cash Flows from Financing Activities

Cash flows provided by financing activities for the current six-month period were driven primarily by $81.1 million in net borrowings under our securitization facilities. Cash flows used in financing activities for the prior year six-month period were driven primarily by

$72.0 million in net payments made under the Credit Agreement, $54.6 million in treasury shares purchased and $15.1 million in net payments made under our securitization facilities.

On October 24, 2019, we announced the Board of Directors had authorized a share repurchase program totaling $75.0 million that expired December 31, 2020 (the “2019 Authorization”). On November 5, 2020, we announced the Board of Directors had authorized the 2020 Authorization discussed above. The 2020 Authorization was an expansion of the 2019 Authorization. During the prior year six-month period, we repurchased $53.5 million of common stock under the share repurchase programs; we had no repurchases of common stock under the share repurchase programs during the current year six-month period.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the information on critical accounting estimates described in our Annual Report on Form 10‑K for the year ended December 31, 2020.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

See Note 1 in the Notes to Consolidated Financial Statements included in this report for a discussion of recent accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is a broad term related to economic losses due to adverse changes in the fair value of a financial instrument. While market risk may embody several elements, including liquidity and basis risk, the SEC’s market risk rules focus on pricing risk, which relates to changes in the level of prices due to changes in interest rates, foreign currency exchange rates, commodity prices, equity prices, and other market changes that affect market risk-sensitive instruments.

We carry our loans and finance receivables at fair value with changes in fair value recognized directly in earnings. As of June 30, 2021, we were exposed to interest rate risk on our loans and finance receivables, which have fixed interest rates. The fair values of loans are estimated using a discounted cash flow methodology, where the discount rate represents an estimate of the required rate of return by market participants. The pricing on many fixed income securities is highly dependent upon interest rates and credit spreads that change on a daily basis. The discount rates utilized in the valuation of our products are not as reactive to minor shifts in underlying interest rates as i.) the interest component is relatively minor in size compared with the non-interest rate component of the discount rate and ii.) a market participant’s basis for adjusting the required rate of return is less likely to be impacted by minor shifts in the underlying interest rates.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the “Exchange Act”) as of June 30, 2021 (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective and provide reasonable assurance (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

There was no change in our internal control over financial reporting during the quarter ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal controls will prevent or detect all possible misstatements due to error or fraud. Our disclosure controls and procedures and internal controls are, however, designed to provide reasonable assurance of achieving their objectives, and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.

ITEM 1. LEGAL PROCEEDINGS

See the “Litigation” section of Note 8 of the notes to our consolidated financial statements (unaudited) of Part I, “Item 1 Financial Statements.”

ITEM 1A. RISK FACTORS

There have been no material changes from the Risk Factors described in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides the information with respect to purchases made by us of shares of our common stock.

Period Total Number of Shares Purchased^(a)^ Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plan^(b)^ Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan^(b)^<br><br><br>(in thousands)
April 1 – April 30, 2021 36,589 33.54 — 50,000
May 1 – May 31, 2021 11,778 34.35 — 50,000
June 1 – June 30, 2021 587 34.21 — 50,000
Total 48,954 $ 33.74 — $ 50,000
(a) Includes shares withheld from employees as tax payments for shares issued under the Company’s stock-based compensation plans of 36,589, 11,778 and 587 for the months of April, May and June, respectively.
--- ---
(b) On November 5, 2020, the Board of Directors authorized a share repurchase program for the repurchase of up to $50.0 million of the Company’s common stock through December 31, 2021.
--- ---
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
--- ---

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS
Exhibit No. Exhibit Description
--- ---
4.1 Base Indenture, dated as of May 5, 2021, by and among OnDeck Asset Securitization Trust III LLC as Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee of Asset Backed Notes (Issuable in Series of Notes)^#^
4.2 Series 2021-1 Indenture Supplement dated as of May 5, 2021 to Base Indenture dated as of May 5, 2021, by and among OnDeck Asset Securitization Trust III LLC as Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee of up to $500,000,000 of Asset Backed Notes^#^
10.1 Fifth Amendment, Consent and Joinder to Credit Agreement and Amendment to Security Agreement by and among Enova International, Inc., the other borrowers and guarantors party thereto, the lenders party hereto, and TBK Bank, SSB, as Administrative Agent and Collateral Agent, dated as of May 10, 2021^#^
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
# Certain information has been excluded from this exhibit because it is both not material and would be competitively harmful if publicly disclosed.
--- ---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 2, 2021 ENOVA INTERNATIONAL, INC.
By: /s/ Steven E. Cunningham
Steven E. Cunningham
Chief Financial Officer
(On behalf of the Registrant and as Principal Financial Officer)

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enva-ex41_87.htm

Exhibit 4.1

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT pursuant to Item 601(b)(10) of Regulation S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

EXECUTION VERSION

ONDECK Asset Securitization TRUST III LLC, as Issuer

and

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

______________________________

BASE INDENTURE

Dated as of May 5, 2021

______________________________

Asset Backed Notes (Issuable in Series of Notes)

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TABLE OF CONTENTS

Page

ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE1
Section 1.1. Definitions1
--- ---
Section 1.2. Cross-References1
--- ---
Section 1.3. Accounting and Financial Determinations; No Duplication1
--- ---
Section 1.4. Rules of Construction2
--- ---
ARTICLE 2. THE NOTES2
--- ---
Section 2.1. Designation and Terms of Notes2
--- ---
Section 2.2. Notes Issuable in Series3
--- ---
Section 2.3. Execution and Authentication5
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Section 2.4. Registration of Transfer and Exchange of Notes7
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Section 2.5. Mutilated, Destroyed, Lost or Stolen Notes9
--- ---
Section 2.6. Appointment of Paying Agent10
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Section 2.7. Persons Deemed Owners11
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Section 2.8. Noteholder List11
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Section 2.9. Treasury Notes12
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Section 2.10. Book-Entry Notes13
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Section 2.11. Definitive Notes13
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Section 2.12. Global Note14
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Section 2.13. Principal and Interest14
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Section 2.14. Cancellation15
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ARTICLE 3. SECURITY16
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Section 3.1. Grant of Security Interest16
--- ---
Section 3.2. Transaction Documents17
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Section 3.3. Release of Issuer Assets18
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Section 3.4. Officer’s Certificate18
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Section 3.5. Stamp, Other Similar Taxes and Filing Fees19
--- ---
ARTICLE 4. REPORTS19
--- ---
Section 4.1. Servicer Reports19
--- ---
Section 4.2. Communication to Noteholders19
--- ---
Section 4.3. Rule 144A Information20
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Section 4.4. Reports by the Issuer20
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Section 4.5. Reports by the Indenture Trustee20
ARTICLE 5. ALLOCATION AND APPLICATION OF COLLECTIONS21
--- ---
Section 5.1. Issuer Accounts21
--- ---
Section 5.2. Collections of Money21
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Section 5.3. Collections and Allocations22
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ARTICLE 6. DISTRIBUTIONS23
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Section 6.1. Distributions in General23
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Section 6.2. Optional Prepayment of Notes24
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ARTICLE 7. REPRESENTATIONS AND WARRANTIES24
--- ---
Section 7.1. Existence and Power24
--- ---
Section 7.2. Authorization24
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Section 7.3. Binding Effect25
--- ---
Section 7.4. Litigation25
--- ---
Section 7.5. No ERISA Plan25
--- ---
Section 7.6. Tax Filings and Expenses25
--- ---
Section 7.7. Disclosure26
--- ---
Section 7.8. Investment Company Act26
--- ---
Section 7.9. Regulations T, U and X26
--- ---
Section 7.10. No Consent26
--- ---
Section 7.11. Solvency26
--- ---
Section 7.12. Security Interests27
--- ---
Section 7.13. Binding Effect of Certain Agreements28
--- ---
Section 7.14. Non Existence of Other Agreements28
--- ---
Section 7.15. Compliance with Contractual Obligations and Laws28
--- ---
Section 7.16. Other Representations28
--- ---
Section 7.17. Ownership of the Issuer28
--- ---
ARTICLE 8. COVENANTS29
--- ---
Section 8.1. Payment of Notes29
--- ---
Section 8.2. Maintenance of Office or Agency29
--- ---
Section 8.3. Payment of Obligations29
--- ---
Section 8.4. Conduct of Business and Maintenance of Existence29
--- ---
Section 8.5. Compliance with Laws30
--- ---

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Section 8.6. Inspection of Property, Books and Records30
Section 8.7. Compliance with Transaction Documents; Issuer Assets30
--- ---
Section 8.8. Notice of Defaults31
--- ---
Section 8.9. Notice of Material Proceedings32
--- ---
Section 8.10. Further Requests32
--- ---
Section 8.11. Protection of Issuer Assets32
--- ---
Section 8.12. Annual Opinion of Counsel33
--- ---
Section 8.13. Liens33
--- ---
Section 8.14. Other Indebtedness33
--- ---
Section 8.15. Mergers33
--- ---
Section 8.16. Sales of Issuer Assets33
--- ---
Section 8.17. Acquisition of Assets33
--- ---
Section 8.18. Legal Name; Location Under Section 9-30133
--- ---
Section 8.19. Organizational Documents34
--- ---
Section 8.20. Investments34
--- ---
Section 8.21. Non-Petition; No Other Agreements34
--- ---
Section 8.22. Other Business34
--- ---
Section 8.23. Maintenance of Separate Existence34
--- ---
Section 8.24. Use of Proceeds of Notes35
--- ---
Section 8.25. No ERISA Plan35
--- ---
Section 8.26. Dividends35
--- ---
Section 8.27. Tax Matters35
--- ---
Section 8.28. Purchase and Sale of Assets35
--- ---
ARTICLE 9. REMEDIES35
--- ---
Section 9.1. Events of Default35
--- ---
Section 9.2. Acceleration of Maturity; Rescission and Annulment36
--- ---
Section 9.3. Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee37
--- ---
Section 9.4. Remedies; Priorities39
--- ---
Section 9.5. Optional Preservation of the Issuer Assets41
--- ---
Section 9.6. Limitation on Suits41
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Section 9.7. Unconditional Rights of Noteholders to Receive Principal and Interest42
Section 9.8. Restoration of Rights and Remedies42
--- ---
Section 9.9. Rights and Remedies Cumulative42
--- ---
Section 9.10. Delay or Omission Not a Waiver42
--- ---
Section 9.11. Control by Noteholders42
--- ---
Section 9.12. Waiver of Past Defaults43
--- ---
Section 9.13. Undertaking for Costs44
--- ---
Section 9.14. Waiver of Stay or Extension Laws44
--- ---
Section 9.15. Action on Notes44
--- ---
ARTICLE 10. THE INDENTURE TRUSTEE45
--- ---
Section 10.1. Duties of the Indenture Trustee45
--- ---
Section 10.2. Rights of the Indenture Trustee46
--- ---
Section 10.3. Indenture Trustee’s Disclaimer50
--- ---
Section 10.4. Indenture Trustee May Own Notes50
--- ---
Section 10.5. Notice of Defaults50
--- ---
Section 10.6. Compensation; Indemnity50
--- ---
Section 10.7. Eligibility Requirements for Indenture Trustee51
--- ---
Section 10.8. Resignation or Removal of Indenture Trustee51
--- ---
Section 10.9. Successor Indenture Trustee by Merger53
--- ---
Section 10.10. Appointment of Co-Trustee or Separate Trustee53
--- ---
Section 10.11. Representations and Warranties of Indenture Trustee54
--- ---
Section 10.12. Preferential Collection of Claims Against the Issuer55
--- ---
ARTICLE 11. DISCHARGE OF INDENTURE55
--- ---
Section 11.1. Termination of the Issuer’s Obligations55
--- ---
Section 11.2. Application of Trust Money56
--- ---
Section 11.3. Repayment to the Issuer56
--- ---
ARTICLE 12. AMENDMENTS57
--- ---
Section 12.1. Without Consent of the Noteholders57
--- ---
Section 12.2. With Consent of the Noteholders58
--- ---
Section 12.3. Supplements59
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Section 12.4. Revocation and Effect of Consents59
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Section 12.5. Notation on or Exchange of Notes59
Section 12.6. The Indenture Trustee to Sign Amendments, etc60
--- ---
Section 12.7. Conformity with Trust Indenture Act60
--- ---
ARTICLE 13. MISCELLANEOUS60
--- ---
Section 13.1. Compliance Certificates60
--- ---
Section 13.2. Forms of Documents Delivered to Indenture Trustee62
--- ---
Section 13.3. Actions of Noteholders62
--- ---
Section 13.4. Notices63
--- ---
Section 13.5. Conflict with TIA65
--- ---
Section 13.6. Rules by the Indenture Trustee65
--- ---
Section 13.7. Duplicate Originals66
--- ---
Section 13.8. Benefits of Indenture66
--- ---
Section 13.9. Payment on Business Day66
--- ---
Section 13.10. Governing Law66
--- ---
Section 13.11. Severability of Provisions66
--- ---
Section 13.12. Counterparts66
--- ---
Section 13.13. Successors67
--- ---
Section 13.14. Table of Contents, Headings, etc67
--- ---
Section 13.15. Recording of Indenture68
--- ---
Section 13.16. No Petition68
--- ---
Section 13.17. Non-Recourse68
--- ---
Section 13.18. Waiver of Jury Trial68
--- ---
Section 13.19. Submission to Jurisdiction69
--- ---

EXHIBIT AForm of Deposit Report

EXHIBIT BForm of Settlement Statement

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BASE INDENTURE, dated as of May 5, 2021, between ONDECK ASSET SECURITIZATION TRUST III LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Indenture Trustee”).

W I T N E S S E T H:

WHEREAS, the Issuer has duly authorized the execution and delivery of this Base Indenture to provide for the issuance from time to time of one or more Series of Asset Backed Notes (the “Notes”), issuable as provided in this Base Indenture; and

WHEREAS, all things necessary to make this Base Indenture a legal, valid and binding agreement of the Issuer, in accordance with its terms, have been done, and the Issuer proposes to do all the things necessary to make the Notes, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, the legal, valid and binding obligations of the Issuer as hereinafter provided;

NOW, THEREFORE, for and in consideration of the premises and the receipt of the Notes by the Noteholders, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Noteholders, as follows:

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.Definitions.

Certain capitalized terms used herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Definitions List attached hereto as Schedule I (the “Definitions List”), as such Definitions List may be amended, restated, modified, or supplemented from time to time in accordance with the provisions hereof.

Section 1.2.Cross-References.

Unless otherwise specified, references in this Base Indenture and in each other Transaction Document to any Article or Section are references to such Article or Section of this Base Indenture or such other Transaction Document, as the case may be and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

Section 1.3.Accounting and Financial Determinations; No Duplication.

Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of the Indenture, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in the Indenture, in accordance with GAAP. When

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used herein, the term “financial statement” shall include the notes and schedules thereto. All accounting determinations and computations hereunder or under any other Transaction Documents shall be made without duplication.

Section 1.4.Rules of Construction.

In the Indenture (including any schedules, exhibits and annexes thereto), unless the context otherwise requires:

(i)the singular includes the plural and vice versa;

(ii)references to an agreement or document are to such agreement or document as amended, supplemented, restated and otherwise modified from time to time and to any successor agreement or document, as applicable (whether or not already so stated);

(iii)unless specifically stated otherwise, all references to any statute, rule or regulation are to such statute, rule or regulation as amended, restated, supplemented or otherwise modified from time to time and to any successor statute, rule or regulation;

(iv)reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Indenture, and reference to any Person in a particular capacity only refers to such Person in such capacity;

(v)reference to any gender includes the other gender;

(vi)“including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(vii)with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”;

(viii)references to the "related Monthly Period" with respect to any Payment Date mean the Monthly Period that immediately precedes such Payment Date; and

(ix)references to the “related Payment Date” with respect to any Monthly Period mean the Payment Date that immediately follows such Monthly Period.

ARTICLE 2.

THE NOTES

Section 2.1.Designation and Terms of Notes.

(a)Each Series of Notes and any Class thereof shall be issued in fully registered form (the “Registered Notes”), substantially in the form specified in the applicable Indenture Supplement, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby or by the related Indenture Supplement and may

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have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by the Authorized Officer executing such Notes, as evidenced by his execution of the Notes. All Notes of any Series of Notes, except as specified in the related Indenture Supplement, shall be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Base Indenture and the applicable Indenture Supplement. The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is unlimited. Each Series of Notes shall be issued in the denominations set forth in the related Indenture Supplement.

Section 2.2.Notes Issuable in Series.

(a)The Notes may be issued in one or more Series. Each Series of Notes shall be created by an Indenture Supplement.

(b)Notes of a new Series of Notes from time to time may be executed by the Issuer and delivered to the Indenture Trustee for authentication and thereupon the same shall be authenticated and delivered by the Indenture Trustee upon the receipt by the Indenture Trustee of an Issuer Request at least two (2) Business Days (or, in the case of the initial Series of Notes, on the Series Closing Date for such Series of Notes and, in the case of any other Series of Notes, such shorter time as is acceptable to the Indenture Trustee) in advance of the related Series Closing Date and upon delivery by the Issuer to the Indenture Trustee, and receipt by the Indenture Trustee, of the following:

(i)an Issuer Order authorizing and directing the authentication and delivery of the Notes of such new Series of Notes by the Indenture Trustee and specifying the designation of such new Series of Notes, the Initial Invested Amount (or the method for calculating such Initial Invested Amount) of such new Series of Notes and the Note Rate (or the method for allocating interest payments or other cash flows to such Series), if any, with respect to such Series;

(ii)an Indenture Supplement satisfying the criteria set forth in this Section 2.2(b) executed by the Issuer and specifying the Principal Terms of such new Series of Notes;

(iii)a Tax Opinion;

(iv)written confirmation from each Rating Agency that the Rating Agency Condition shall have been satisfied with respect to such issuance;

(v)an Officer’s Certificate of the Issuer, that after giving effect to the issuance of such new Series of Notes on the related Series Closing Date, (i) neither an Amortization Event nor a Potential Amortization Event with respect to any Series of Notes (other than any Series of Notes that will be refinanced with the proceeds of such new Series of Notes) is continuing or will occur as a result of such issuance, (ii) the issuance of the new Series

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of Notes will not result in any breach of any of the terms, conditions or provisions of or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any suit, action or other judicial or administrative proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject, (iii) all conditions precedent provided in this Base Indenture and the related Indenture Supplement with respect to the authentication and delivery of the new Series of Notes have been complied with, and (iv) all representations and warranties of the Issuer set forth in the Indenture and each Transaction Document are true and correct in all material respects (to the extent any such representations and warranties do not incorporate a materiality limitation in their terms) as of the Series Closing Date.

(vi)such other documents, instruments, certifications, agreements or other items as the Indenture Trustee may reasonably require.

(c)In conjunction with the issuance of a new Series of Notes, the parties hereto shall execute an Indenture Supplement, which shall specify the relevant terms with respect to such newly issued Series of Notes, which may include without limitation:

(i)its name or designation;

(ii)the Initial Invested Amount of such Series or the method of calculating the Initial Invested Amount of such Series;

(iii)the Note Rate (or formula for the determination thereof) with respect to such Series;

(iv)the Series Closing Date;

(v)each Rating Agency rating such Series, if any;

(vi)the name of the Clearing Agency, if any;

(vii)the interest payment date or dates and the date or dates from which interest shall accrue;

(viii)the Legal Final Payment Date and the Series Termination Date;

(ix)the method of allocating Collections with respect to such Series, including the Invested Percentage;

(x)the method by which the principal amount of Notes of such Series shall amortize or accrete;

(xi)the names of any Series Accounts to be used by such Series and the terms governing the operation of any such accounts and the use of moneys therein;

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(xii)the Series Servicing Fee and the Series Backup Servicing Fee;

(xiii)the terms on which the Notes of such Series may be redeemed, repurchased or remarketed to other investors;

(xiv)any deposit of funds to be made into any Series Account on the Series Closing Date;

(xv)the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class;

(xvi)the priority of any Series of Notes with respect to any other Series of Notes;

(xvii)the interest rate hedges required to be maintained with respect to such Series, if any; and

(xviii)any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance by an Affiliate Issuer) that do not change the terms of any Series of Notes Outstanding and that do not prevent the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the issuance of such new Series of Notes (all such terms, the “Principal Terms” of such Series).

The terms of such Indenture Supplement may modify or amend the terms of this Base Indenture solely as applied to such new Series of Notes.

(d)Unless otherwise specified in an Indenture Supplement for a new Series of Notes, the Issuer may direct the Indenture Trustee to deposit all or a portion of the net proceeds from the issuance of such new Series of Notes into a Series Account for another Series of Notes and may specify that the proceeds from the sale of such new Series of Notes may be used to reduce the Invested Amount of another Series of Notes.

Section 2.3.Execution and Authentication.

(a)The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided herein. The signature of such Authorized Officer on the Notes may be manual or electronic facsimile. Delivery of the executed Notes by the Issuer to the Indenture Trustee by electronic facsimile transmission or electronic transmission (in pdf format) shall be as effective as delivery of manually executed Notes. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.

(b)At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series of Notes executed by the Issuer to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Notes, and the Indenture Trustee, in accordance with

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such Issuer Order and this Base Indenture, shall authenticate and deliver such Notes. If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee shall authenticate and deliver outside the United States the Global Note that is issued upon original issuance thereof, upon receipt of an Issuer Order, to the Depository against payment of the purchase price therefor. If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee shall authenticate Book-Entry Notes that are issued upon original issuance thereof, upon receipt of an Issuer Order, to a Clearing Agency, or its nominee as provided in Section 2.10 against payment of the purchase price thereof.

(c)No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indenture. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Indenture Trustee may do so. Each reference in this Base Indenture to authentication by the Indenture Trustee includes authentication by such agent. The Indenture Trustee’s certificate of authentication shall be in substantially the following form:

This is one of the Notes of a Series of Notes issued under the within mentioned Indenture.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

By: ________________________________ Authorized Signatory

(d)Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee.

(e)Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Indenture Trustee for cancellation as provided in Section 2.14, together with a written statement (which need not comply with Section 13.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Section 2.4.Registration of Transfer and Exchange of Notes.

(a)The Issuer shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the “Transfer Agent and Registrar”), a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Transfer Agent and Registrar shall provide for the registration of the Notes of each Series of Notes

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(unless otherwise provided in the related Indenture Supplement) and of transfers and exchanges of the Notes as herein provided. Deutsche Bank Trust Company Americas is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Notes and transfers and exchanges of the Notes as herein provided. Deutsche Bank Trust Company Americas shall be permitted to resign as Transfer Agent and Registrar upon thirty (30) days’ written notice to the Indenture Trustee; provided, however, that such resignation shall not be effective and Deutsche Bank Trust Company Americas shall continue to perform its duties as Transfer Agent and Registrar until the Indenture Trustee has appointed a successor Transfer Agent and Registrar with the written consent of the Issuer.

If a Person other than the Indenture Trustee is appointed by the Issuer as the Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof.

An institution succeeding to the corporate agency business of the Transfer Agent and Registrar shall continue to be the Transfer Agent and Registrar without the execution or filing of any paper or any further act on the part of the Indenture Trustee or such Transfer Agent and Registrar.

The Transfer Agent and Registrar shall maintain in The City of New York (and, if so specified in the related Indenture Supplement for any Series of Notes, any other city designated in such Indenture Supplement) an office or offices or agency or agencies where Notes may be surrendered for registration of transfer or exchange. The Transfer Agent and Registrar initially designates DB Services Americas, Inc., MSJCK01-0218, 5022 Gate Parkway, Suite 200, Jacksonville, Florida 32256, Attention: Shareholder Services for such purposes. The Transfer Agent and Registrar shall give prompt written notice to the Indenture Trustee, the Issuer and to the Noteholders of any change in the location of such office or agency.

Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar, if the requirements of Section 2.4(b) and Section 8-401(a) of the UCC are met, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and (if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Class and a like aggregate principal amount.

At the option of any Holder of Registered Notes, Registered Notes may be exchanged for other Registered Notes of the same Series of Notes in authorized denominations of like aggregate principal amount, upon surrender of the Registered Notes to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose.

Whenever any Notes of any Series of Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and (if the Transfer Agent and

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Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver to the Noteholder, the Notes which the Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of the Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Indenture Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, unless otherwise provided in the related Indenture Supplement, with a medallion signature guarantee, and (ii) accompanied by such other documents as the Indenture Trustee may require.

The preceding provisions of this Section 2.4 notwithstanding, the Indenture Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer or exchange of any Note of any Series of Notes for a period of fifteen (15) days preceding the due date for any payment in full of the Notes of such Series.

Unless otherwise provided in the related Indenture Supplement, no service charge shall be made for any registration of transfer or exchange of Notes, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes.

All Notes surrendered for registration of transfer and exchange shall be canceled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Indenture Trustee. The Indenture Trustee shall cancel and destroy any Global Notes upon its exchange in full for Definitive Notes.

The Issuer shall execute and deliver to the Indenture Trustee or the Transfer Agent and Registrar, as applicable, Registered Notes in such amounts and at such times as are necessary to enable the Indenture Trustee to fulfill its responsibilities under the Indenture and the Notes.

Neither the Indenture Trustee nor the Transfer Agent and Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

The Indenture Trustee, the Transfer Agent and Registrar and the Paying Agent shall have no responsibility for any actions taken or not taken by the Depository.

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(b)Unless otherwise provided in the related Indenture Supplement, registration of transfer of Registered Notes containing a legend relating to the restrictions on transfer of such Registered Notes (which legend shall be set forth in the Indenture Supplement relating to such Notes) shall be effected only if the conditions set forth in such related Indenture Supplement are satisfied.

Section 2.5.Mutilated, Destroyed, Lost or Stolen Notes.

If (a) any mutilated Note is surrendered to the Transfer Agent and Registrar, or the Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note and (b) there is delivered to the Transfer Agent and Registrar and the Indenture Trustee such security or indemnity as may be reasonably required by them to save each of them harmless, then provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Indenture Trustee, in which case the Transfer Agent and Registrar shall) deliver (in compliance with applicable law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor and aggregate principal amount; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer, the Transfer Agent and Registrar and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Transfer Agent and Registrar or the Indenture Trustee in connection therewith.

In connection with the issuance of any new Note under this Section 2.5, the Indenture Trustee or the Transfer Agent and Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Indenture Trustee and the Transfer Agent and Registrar) connected therewith. Any duplicate Note issued pursuant to this Section 2.5 shall constitute an original contractual obligation of the Issuer whether or not the lost, stolen or destroyed note shall be found at any time.

Section 2.6.Appointment of Paying Agent.

(a)The Indenture Trustee may appoint a Paying Agent with respect to the Notes. The Indenture Trustee hereby appoints Deutsche Bank Trust Company Americas as the initial Paying Agent. The Paying Agent shall have the revocable power to withdraw funds and make distributions to Noteholders from the appropriate account or accounts maintained for the

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benefit of Noteholders as specified in this Base Indenture or the related Indenture Supplement for any Series of Notes pursuant to Article 5. The Indenture Trustee may revoke such power and remove the Paying Agent, if the Indenture Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under the Indenture in any material respect or for other good cause. The Indenture Trustee shall notify each Rating Agency, if any, of the removal of any Paying Agent. The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Indenture Trustee. In the event that any Paying Agent shall no longer be the Paying Agent, the Indenture Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company and may be the Indenture Trustee) with the written consent of the Issuer, which consent shall not be required if such successor Paying Agent is the Indenture Trustee. Any reference in the Indenture to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

(b)The Indenture Trustee shall cause each Paying Agent (other than itself) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee that such Paying Agent will:

(i)hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii)give the Indenture Trustee notice of any default by the Issuer of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(iii)at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(iv)immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of the Notes if at any time it ceases to meet the standards required to be met by the Paying Agent at the time of its appointment; and

(v)comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

An institution succeeding to the corporate agency business of the Paying Agent shall continue to be the Paying Agent without the execution or filing of any paper or any further act on the part of the Indenture Trustee or such Paying Agent.

(c)Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent or a Clearing Agency in trust for the payment

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of any amount due with respect to any Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the written direction and expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City, and in a newspaper customarily published on each Business Day and of general circulation in London, if applicable, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment.

Section 2.7.Persons Deemed Owners.

Prior to due presentation of a Note for registration of transfer, the Indenture Trustee, the Paying Agent and the Transfer Agent and Registrar shall treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving distributions pursuant to Article 5 (as described in any Indenture Supplement) and for all other purposes whatsoever, and neither the Indenture Trustee, the Paying Agent nor the Transfer Agent and Registrar shall be affected by any notice to the contrary.

Section 2.8.Noteholder List.

The Indenture Trustee will furnish or cause to be furnished by the Transfer Agent and Registrar to the Issuer or the Paying Agent, within five (5) Business Days after receipt by the Indenture Trustee of a written request therefor from the Issuer or the Paying Agent, respectively, in writing, a list in such form as the Issuer or the Paying Agent may reasonably require, of the names and addresses of the Noteholders of each Series of Notes as of the most recent Record Date for payments to such Noteholders. Unless otherwise provided in the related Indenture Supplement, Noteholders of any Series of Notes having an aggregate principal amount aggregating not less than 10% of the Invested Amount of such Series (the “Applicants”) may apply in writing to the Indenture Trustee, and if such application states that the Applicants desire to communicate with other Noteholders of any Series of Notes with respect to their rights under the Indenture or under the Notes and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Indenture Trustee, after having been indemnified to its reasonable satisfaction by such Applicants for its costs and expenses, shall afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Indenture Trustee and shall give the Issuer notice that such request has been made, within five (5) Business Days after the receipt of such application. Such list shall be as of a date no more than forty-five (45) days prior to the date of receipt of such Applicants’ request. Every Noteholder, by receiving and holding a Note, agrees with the Indenture Trustee that neither the Indenture Trustee nor the

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Transfer Agent and Registrar shall be held liable by reason of the disclosure of any such information as to the names and addresses of the Noteholders hereunder, regardless of the source from which such information was obtained.

The Indenture Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders of each Series of Notes. If the Indenture Trustee is not the Transfer Agent and Registrar, the Issuer shall furnish to the Indenture Trustee at least seven (7) Business Days before each Payment Date and at such other time as the Indenture Trustee may request in writing, a list in such form and as of such date as the Indenture Trustee may reasonably require of the names and addresses of Noteholders of each Series of Notes.

Section 2.9.Treasury Notes.

In determining whether the Noteholders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or any Affiliate of the Issuer (other than an Affiliate Issuer) shall be considered as though they are not Outstanding, except that for the purpose of determining whether the Indenture Trustee shall be protected in relying on any such direction, waiver or consent, only Notes of which the Indenture Trustee has received written notice of such ownership shall be so disregarded. The Issuer shall promptly furnish to the Indenture Trustee written notice of the acquisition, transfer or other ownership of any Notes by the Issuer or any Affiliate of the Issuer (other than an Affiliate Issuer); provided that the failure to furnish such notice shall not affect any other rights or obligations hereunder, and shall not under any circumstance constitute an Event of Default, an Amortization Event with respect to any Series of Notes, or any other default or adverse consequence under the Transaction Documents. Absent written notice to the Indenture Trustee of such ownership, the Indenture Trustee shall not be deemed to have knowledge of the identity of the individual beneficial owners of the Notes. Upon request of the Indenture Trustee, the Issuer shall promptly furnish to the Indenture Trustee an Officer’s Certificate listing and identifying all Notes, if any, known by the Issuer to be owned or held by, or for the account of, the Issuer or any Affiliate of the Issuer (other than an Affiliate Issuer), and the Indenture Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are entitled to participate in any direction, waiver, consent for the purpose of any such determination.

Section 2.10.Book-Entry Notes.

Unless otherwise provided in any related Indenture Supplement, the Notes, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to the depository specified in such Indenture Supplement (the “Depository”) which shall be the Clearing Agency, on behalf of such Series of Notes. The Notes of each Series of Notes shall, unless otherwise provided in the related Indenture Supplement, initially be registered on the Note Register in the name of the Clearing Agency or the nominee of the Clearing Agency. No Beneficial Owner will receive a definitive note representing such Beneficial Owner’s interest in the related Series of Notes, except as provided in Section 2.11.

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Unless and until definitive, fully registered Notes of any Series of Notes (“Definitive Notes”) have been issued to Beneficial Owners pursuant to Section 2.11:

(a)the provisions of this Section 2.10 shall be in full force and effect with respect to each such Series;

(b)the Issuer, the Paying Agent, the Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency and the applicable Clearing Agency Participants for all purposes (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Holder of the Notes, and shall have no obligation to the Beneficial Owners; and

(c)the rights of Beneficial Owners of each such Series shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants, and all references in the Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Notes of such Series for distribution to the Beneficial Owners in accordance with the procedures of the Clearing Agency. Pursuant to the Depository Agreement applicable to a Series of Notes, unless and until Definitive Notes of such Series are issued pursuant to Section 2.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Notes to such Clearing Agency Participants.

Section 2.11.Definitive Notes.

(a)The Notes of any Series of Notes, to the extent provided in the related Indenture Supplement, upon original issuance, may be issued in the form of Definitive Notes. The applicable Indenture Supplement shall set forth the legend relating to the restrictions on transfer applicable to such Definitive Notes and such other restrictions as may be applicable.

(b)If (i) (A) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement, and (B) the Indenture Trustee or the Issuer is unable to locate a qualified successor, (ii) the Issuer, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series of Notes or (iii) after the occurrence of an Event of Default or a Servicer Default, Beneficial Owners of a Majority in Interest of a Series of Notes advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of such Beneficial Owners, the Indenture Trustee shall notify all Beneficial Owners of such Series, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners

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of such Series requesting the same. Upon surrender to the Indenture Trustee of the Notes of such Series by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency for registration, the Issuer shall execute and the Indenture Trustee shall authenticate and (if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver the Definitive Notes in accordance with the instructions of the Clearing Agency. Neither the Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of such Series all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and the Indenture Trustee shall recognize the Holders of the Definitive Notes of such Series as Noteholders of such Series hereunder.

Section 2.12.Global Note.

If specified in the related Indenture Supplement for any Series of Notes, the Notes may be initially issued in the form of a single temporary Global Note (the “Global Note”) in bearer form, without interest coupons, in the denomination of the Initial Invested Amount and substantially in the form attached to the related Indenture Supplement. Unless otherwise specified in the related Indenture Supplement, the provisions of this Section 2.12 shall apply to such Global Note. The Global Note will be authenticated by the Indenture Trustee upon the same conditions, in substantially the same manner and with the same effect as the Definitive Notes. The Global Note may be exchanged in the manner described in the related Indenture Supplement for Registered Notes in definitive form.

Section 2.13.Principal and Interest.

(a)The principal of each Series of Notes shall be payable at the times and in the amount set forth in the related Indenture Supplement and in accordance with Section 6.1.

(b)Each Series of Notes shall accrue interest as provided in the related Indenture Supplement and such interest shall be payable on each Payment Date for such Series in accordance with Section 6.1 and the related Indenture Supplement.

(c)Except as provided in the following sentence, the Person in whose name any Note is registered at the close of business on any Record Date with respect to a Payment Date for such Note shall be entitled to receive the principal and interest payable on such Payment Date notwithstanding the cancellation of such Note upon any registration of transfer, exchange or substitution of such Note subsequent to such Record Date. Any interest payable at maturity shall be paid to the Person to whom the principal of such Note is payable.

(d)If the Issuer defaults in the payment of interest on the Notes of any Series of Notes, such interest, to the extent paid on any date that is more than five (5) Business Days after the applicable due date, shall, at the option of the Issuer, cease to be payable to the Persons who were Noteholders of such Series on the applicable Record Date and the Issuer shall pay

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the defaulted interest in any lawful manner, plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Noteholders of such Series on a subsequent special record date which date shall be at least five (5) Business Days prior to the payment date, at the rate provided in the Indenture and in the Notes of such Series. The Issuer shall fix or cause to be fixed each such special record date and payment date, and at least fifteen (15) days before the special record date, the Issuer (or the Indenture Trustee, in the name of and at the expense of the Issuer) shall mail to Noteholders of such Series a notice that states the special record date, the related payment date and the amount of such interest to be paid; provided, however, that if the Issuer elects to have the Indenture Trustee mail such notice to the Noteholders of such Series in the name and at the expense of the Issuer, then the Issuer shall provide to the Indenture Trustee, at least five (5) Business Days prior to the date such notice is to be mailed to the Noteholders of such Series, an Issuer Order requesting that the Indenture Trustee give such notice and setting forth the information to be stated in such notice.

Section 2.14.Cancellation.

The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. The Transfer Agent and Registrar shall forward to the Indenture Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Indenture Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and the principal of and all accrued interest on all such cancelled Notes shall be deemed to have been paid in full (and such payment of principal and interest shall be deemed to have been made to the relevant Noteholders) and such cancelled Notes shall be deemed no longer to be outstanding for all purposes hereunder. The Issuer may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Indenture Trustee for cancellation. All cancelled Notes held by the Indenture Trustee shall be disposed of in accordance with the Indenture Trustee’s standard disposition procedures unless the Issuer shall direct that cancelled Notes be returned to it pursuant to an Issuer Order.

ARTICLE 3.

SECURITY

Section 3.1.Grant of Security Interest.

(a)To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the Noteholders, a security interest in, all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):

(i)all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to

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become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date;

(ii)the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds;

(iii)each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and

(iv)all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

(b)The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC.

(c)Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Sellers pursuant to Section 2.01 of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3

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of the Backup Servicing Agreement, (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement and (v) take any other action expressly permitted by the Transaction Documents.

Section 3.2.Transaction Documents.

Promptly following a request from the Indenture Trustee, as directed in writing by the Holders of a Majority in Interest of any Outstanding Series of Notes, to do so and at the Issuer’s expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by any party to a Transaction Document of its obligations under such Transaction Document, in each case in accordance with the applicable terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by such party of each of its obligations under such Transaction Document. If (i) the Issuer shall have failed, within thirty (30) days of receiving the direction of the Indenture Trustee, to take commercially reasonable action to accomplish such directions of the Indenture Trustee, (ii) the Issuer refuses to take any such action, or (iii) the Indenture Trustee reasonably determines that such action must be taken immediately, the Indenture Trustee may (without obligation) take such previously directed action and any related action permitted under the Indenture (without the need under this provision or any other provision under the Indenture to direct the Issuer to take such action), on behalf of the Issuer and the Noteholders.

Section 3.3.Release of Issuer Assets.

(a)The Indenture Trustee shall when required by the provisions of this Base Indenture and any Indenture Supplement execute instruments to release property from the Lien of this Base Indenture and any Indenture Supplement, or convey the Indenture Trustee’s interest in the same. No party relying upon an instrument executed by the Indenture Trustee as provided in this Section 3.3 shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

(b)The Indenture Trustee shall, at such time as there are no Notes Outstanding and upon notification of the conditions set forth in Article 11, release any remaining portion of the Issuer Assets from the Lien of this Base Indenture and any Indenture Supplement and release to the Issuer any funds then on deposit in the Issuer Accounts. The Indenture Trustee shall release property from the Lien of the Indenture pursuant to this Section 3.3(b) only upon receipt of an Issuer Order accompanied by an Officer’s Certificate and (if the Indenture is qualified under the TIA and the TIA so requires) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 13.1.

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(c)Upon any sale of Charged-Off Loans by the Servicer pursuant to Section 2(a) of the Servicing Agreement, the Lien of the Indenture Trustee in those Charged-Off Loans shall be automatically released (without recourse, representation or warranty) without further action required on the part of the Indenture Trustee or the Issuer.

(d)Upon any sale or transfer of any Loan by the Issuer (in its capacity as purchaser) to a Seller pursuant to Section 2.01(j), Section 2.03 or 3.01(e) of the Loan Purchase Agreement, the Lien of the Indenture Trustee in such Loans shall be automatically released (without recourse, representation or warranty) without further action required on the part of the Indenture Trustee or the Issuer.

(e)If the Outstanding Principal Balance of any LOC Loan is zero, and there are no other amounts outstanding under such LOC Loan (other than maintenance fees), then the lien of the Indenture Trustee in such LOC Loan may be released (without recourse, representation or warranty) at the option and at the direction of the Issuer.

Section 3.4.Officer’s Certificate.

Notwithstanding anything to the contrary contained herein, in any Indenture Supplement or in any Transaction Document, in connection with any request to the Indenture Trustee to take any action with respect to the release of any property from the Lien of this Base Indenture or any Indenture Supplement or to convey the Indenture Trustee’s interest in the same, the Indenture Trustee shall receive an Officer’s Certificate outlining the steps required to complete any such action, and certifying that (i) such action will not materially and adversely impair the security for the Notes or the rights of any remaining Noteholders and (ii) that all conditions precedent under the Indenture to such action have been satisfied.

Section 3.5.Stamp, Other Similar Taxes and Filing Fees.

The Issuer shall indemnify and hold harmless the Indenture Trustee and each Noteholder from any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with the Indenture (to the extent relating to the Notes or the Collateral). The Issuer shall pay, or reimburse the Indenture Trustee for, any and all amounts in respect of, all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts that may be payable or reasonably determined to be payable in respect of the execution, delivery, performance and/or enforcement of the Indenture.

ARTICLE 4.

REPORTS

Section 4.1.Servicer Reports.

The Issuer will maintain, or cause to be maintained, copies of each report delivered to it by the Servicer under the Servicing Agreement, and will make such reports

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available to the Indenture Trustee upon request, solely for the benefit of the Noteholders of the applicable Series of Notes, and the Indenture Trustee shall make such reports available to such Noteholders as provided under the terms of the Transaction Documents.

In addition, the Issuer will deliver or cause to be delivered to the Indenture Trustee:

(i)prior to 3:00 P.M. (New York City time) on each Deposit Date, a copy of a report, substantially in the form of Exhibit A, with such changes thereto as are mutually acceptable to the Issuer and the Indenture Trustee from time to time (a “Deposit Report”), prepared and delivered by the Servicer to the Issuer pursuant to the Servicing Agreement, setting forth the aggregate amount of Collections deposited in the Collection Account on such Deposit Date; and

(ii)prior to 2:00 P.M. (New York City time) on each Monthly Reporting Date, a copy of a settlement statement, substantially in the form of Exhibit B (a “Settlement Statement”), prepared and delivered by the Servicer to the Issuer pursuant to the Servicing Agreement, setting forth the information required to be set forth therein under the Servicing Agreement and each Indenture Supplement and such other information as the Indenture Trustee may reasonably request.

Section 4.2.Communication to Noteholders.

(a)If the Indenture is qualified under the TIA, the Noteholders may communicate pursuant to TIA §312(b) with other Noteholders with respect to their rights under the Indenture or under the Notes.

(b)If the Indenture is qualified under the TIA, the Issuer, the Indenture Trustee and the Transfer Agent and Registrar shall have the protection of TIA §312(c).

Section 4.3.Rule 144A Information.

For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer agrees to provide to any Noteholder or Beneficial Owner and to any prospective purchaser of Notes designated by such Noteholder or Beneficial Owner upon the request of such Noteholder or Beneficial Owner or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the Securities Act.

Section 4.4.Reports by the Issuer.

(a)Unless otherwise specified in the related Indenture Supplement, prior to 12:00 P.M. (New York City time) on each Monthly Reporting Date, the Issuer shall deliver to the Indenture Trustee and the Paying Agent, and the Indenture Trustee shall forward to each Noteholder of each Series of Notes Outstanding, the Monthly Settlement Statement with respect to such Series.

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(b)Unless otherwise specified in the related Indenture Supplement, on or before January 31 of each calendar year, beginning with calendar year 2022, the Indenture Trustee shall furnish to each Person who at any time during the preceding calendar year was a Noteholder of a Series of Notes a statement prepared by or on behalf of the Issuer containing the information which is required to be contained in the Monthly Settlement Statements with respect to such Series aggregated for such calendar year or the applicable portion thereof during which such Person was a Noteholder, together with such other customary information (consistent with the treatment of the Notes as debt) as the Issuer deems necessary or desirable to enable the Noteholders to prepare their tax returns (each such statement, an “Annual Noteholders’ Tax Statement”). Such obligations of the Issuer to prepare and the Indenture Trustee to distribute the Annual Noteholders’ Tax Statement shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Indenture Trustee pursuant to any requirements of the Code as from time to time in effect.

Section 4.5.Reports by the Indenture Trustee.

If the Indenture is qualified under the TIA, within sixty (60) days after each March 31, beginning on March 31 in the first year after the Indenture is qualified under the TIA, if required by TIA § 313(a), the Indenture Trustee shall mail to each Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b). A copy of each such report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Securities and Exchange Commission and each stock exchange, if any, on which the Notes are listed. The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.

ARTICLE 5. ALLOCATION AND APPLICATION OF COLLECTIONS

Section 5.1.Issuer Accounts.

(a)Establishment of Collection Account. On or prior to the date hereof, the Issuer, the Collection Account Depository and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Issuer shall establish and maintain the Collection Account for the benefit of the Noteholders. If at any time the Collection Account is no longer an Eligible Deposit Account, the Issuer shall (i) cause the Collection Account to be moved to a Qualified Trust Institution or Qualified Institution, (ii) cause the depositary maintaining the new Collection Account to enter into a new Collection Account Control Agreement on terms substantially similar to the existing Collection Account Control Agreement and (iii) deliver to the Indenture Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Indenture Trustee, to the effect that the new Collection Account Control Agreement is effective to create a first priority, perfected security interest in favor of the Indenture Trustee in the Collection Account.

(b)Establishment of Lockbox Account. On or prior to the date hereof, the Issuer, the Lockbox Account Depository and the Indenture Trustee shall have entered into the Lockbox Account Control Agreement pursuant to which the Issuer shall establish and maintain

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the Lockbox Account for the benefit of the Noteholders. If at any time the Lockbox Account is no longer an Eligible Deposit Account, the Issuer shall (i) cause the Lockbox Account to be moved to a Qualified Trust Institution or Qualified Institution, (ii) cause the depositary maintaining the new Lockbox Account to enter into a new Lockbox Account Control Agreement on terms substantially similar to the existing Lockbox Account Control Agreement and (iii) deliver to the Indenture Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Indenture Trustee, to the effect that the new Lockbox Account Control Agreement is effective to create a first priority, perfected security interest in favor of the Indenture Trustee in the Lockbox Account.

(c)Series Accounts. If so provided in the related Indenture Supplement, the Issuer, for the benefit of the related Noteholders, shall establish and maintain one or more Series Accounts and/or administrative subaccounts of the Collection Account to facilitate the proper allocation of Collections in accordance with the terms of such Indenture Supplement. Each such Series Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders of such Series. Each such Series Account will be an Eligible Deposit Account, if so provided in the related Indenture Supplement and will have the other features and be applied as set forth in the related Indenture Supplement.

(d)Administration of the Collection Account and the Lockbox Account. The funds on deposit in the Collection Account and the Lockbox Account shall remain uninvested.

(e)Establishment of Subsequent LOC Advance Account. The Issuer shall establish and maintain the Subsequent LOC Advance Account in the name of “ONDECK ASSET SECURITIZATION TRUST III LLC”. If at any time the Subsequent LOC Advance Account is no longer an Eligible Deposit Account, the Issuer shall cause the Subsequent LOC Advance Account to be moved to a Qualified Trust Institution or Qualified Institution. On any Business Day, OnDeck may make a capital contribution in cash to the Issuer to be deposited directly into the Subsequent LOC Advance Account. On any Business Day, the Issuer may direct the Indenture Trustee to release from the Subsequent LOC Advance Account and pay to the Issuer (or as directed by the Issuer) amounts then on deposit, including in order to fund the purchase price of any Subsequent LOC Advances acquired by the Issuer from ODK on or prior to such Business Day.

Section 5.2.Collections of Money.

(a)Except as otherwise provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to the Indenture. The Indenture Trustee shall apply all such money received by it as provided in the Indenture. Except as otherwise provided in the Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Issuer Assets, the Indenture Trustee may (without obligation) take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. Any such action shall be

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without prejudice to any right to claim a Potential Event of Default or Event of Default under the Indenture and any right to proceeds thereafter as provided in Article 9.

Section 5.3.Collections and Allocations.

(a)Collections in General. Until this Base Indenture and all Indenture Supplements are terminated pursuant to Section 11.1, the Issuer shall cause all Collections due and to become due to the Issuer or the Indenture Trustee, as the case may be, under or in connection with the Collateral (other than any amounts constituting Overpayment Amounts) to be remitted directly into the Collection Account or the Lockbox Account in accordance with Section 2(a)(i) of the Servicing Agreement. The Issuer agrees that if any Collections shall be received by the Issuer in an account other than the Collection Account or the Lockbox Account, such monies, instruments, cash and other proceeds will not be commingled by the Issuer with any of its other funds or property, if any, but will be held separate and apart therefrom and shall be held in trust by the Issuer for, and immediately (but in any event within two (2) Business Days from receipt) remitted to, the Collection Account or the Lockbox Account, as applicable. Any Collections that are received by the Indenture Trustee pursuant to this Base Indenture shall be promptly deposited in the Collection Account and shall be applied as provided in this Article 5.

(b)Allocations for Noteholders. On each Deposit Date, the Issuer shall allocate the Collections deposited into the Collection Account on such Deposit Date in accordance with this Article 5 and shall instruct the Indenture Trustee to withdraw the required amounts from the Collection Account and make the required deposits in any Series Account in accordance with this Article 5, as modified by any Indenture Supplement. The Issuer shall make such deposits or payments on the date indicated therein in immediately available funds or as otherwise provided in the Indenture Supplement for any Series of Notes. The Issuer has agreed to furnish to the Indenture Trustee or the Paying Agent, as applicable, written instructions to make the aforementioned withdrawals and payments from the Collection Account and any Series Accounts specified herein or in any Indenture Supplement. The Indenture Trustee and the Paying Agent shall promptly follow any such written instructions.

(c)Sharing Collections. In the manner described in the related Indenture Supplement, to the extent that Collections that are allocated to any Series of Notes on a Deposit Date are not needed to make payments to Noteholders of such Series of Notes or required to be deposited in a Series Account for such Series of Notes on such Deposit Date, such Collections may, at the direction of the Issuer, be applied to cover principal payments due to or for the benefit of Noteholders of another Series of Notes. Any such reallocation will not result in a reduction in the Invested Amount of the Series of Notes to which such Collections were initially allocated.

(d)Allocations After Certain Events of Default. If all Series of Notes Outstanding shall have been declared to be immediately due and payable pursuant to Section 9.2 as a result of the occurrence of an Event of Default defined in clause (d) or (e) of Section 9.1, then to the extent that Collections that are allocated to any Series of Notes on a Payment Date are not needed to make payments of principal of, or interest on, the Notes of such Series,

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such Collections shall be applied to cover principal payments due on the Notes of all other Series of Notes then Outstanding on a pro rata basis based on the Invested Percentages of such other Series of Notes.

[THE REMAINDER OF ARTICLE 5 IS RESERVED AND MAY BE SPECIFIED IN ANY INDENTURE SUPPLEMENT WITH RESPECT TO ANY SERIES OF NOTES.]

ARTICLE 6.

DISTRIBUTIONS

Section 6.1.Distributions in General.

(a)Unless otherwise specified in the applicable Indenture Supplement, on each Payment Date, the Paying Agent shall pay to the Noteholders of each Series of Notes of record on the preceding Record Date the amounts payable thereto hereunder by wire transfer or check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register except that with respect to Notes registered in the name of a Clearing Agency or its nominee, such amounts shall be payable by wire transfer of immediately available funds released by the Indenture Trustee or the Paying Agent from the applicable Series Account no later than 2:00 P.M. (New York City time) on the Payment Date for credit to the account designated by such Clearing Agency or its nominee, as applicable. The final payment of any Definitive Note, however, will be made only upon presentation and surrender of such Definitive Note at the offices or agencies specified in the notice of final distribution with respect to such Definitive Note on a Payment Date that is a Business Day in the place of presentation.

(b)Unless otherwise specified in the applicable Indenture Supplement (i) all distributions to Noteholders of all Classes within a Series of Notes will have the same priority and (ii) in the event that on any date of determination the amount available to make payments to the Noteholders of a Series of Notes is not sufficient to pay all sums required to be paid to such Noteholders on such date, then the Noteholders of each Class of such Series will receive its ratable share (based upon the aggregate amount due to each such Class) of the aggregate amount available to be distributed in respect of the Notes of such Series.

Section 6.2.Optional Prepayment of Notes.

To the extent provided in an Indenture Supplement related to a Series of Notes, the Issuer shall have the option to prepay all Outstanding Notes of such Series or of a Class of such Series at such times, for the amounts and as otherwise specified in such Indenture Supplement.

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ARTICLE 7.

REPRESENTATIONS AND WARRANTIES

The Issuer hereby represents and warrants, for the benefit of the Indenture Trustee and the Noteholders, as follows as of each Series Closing Date:

Section 7.1.Existence and Power.

The Issuer is (a) a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (b) is duly qualified to do business as a foreign limited liability company and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations make such qualification necessary, except to the extent that the failure to so qualify would not reasonably be expected to result in a Material Adverse Effect, and (c) has all limited liability company powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and for purposes of the transactions contemplated by this Base Indenture and the other Transaction Documents, except to the extent that the failure to have all powers and governmental licenses, authorizations, consents and approvals would not reasonably be expected to result in a Material Adverse Effect.

Section 7.2.Authorization.

The execution, delivery and performance by the Issuer of this Base Indenture, the related Indenture Supplement and the other Transaction Documents to which it is a party (a) is within the Issuer’s limited liability company powers, (b) have been duly authorized by all necessary limited liability company action, (c) require no action by or in respect of, or filing with, any governmental body, agency or official which has not been obtained and (d) do not contravene, or constitute a default under, any Requirement of Law or any provision of the Issuer Certificate of Formation or the Issuer Limited Liability Company Agreement or result in the creation or imposition of any Lien on any of the Issuer Assets, except for Permitted Liens. This Base Indenture and each of the other Transaction Documents to which the Issuer is a party has been executed and delivered by a duly authorized officer of the Issuer.

Section 7.3.Binding Effect.

This Base Indenture and each other Transaction Document is a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing).

Section 7.4.Litigation.

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There is no action, suit or proceeding pending against or, to the knowledge of the Issuer, threatened against or affecting the Issuer before any court or arbitrator or any Governmental Authority that is reasonably likely to have a Material Adverse Effect or which in any manner draws into question the validity or enforceability of this Base Indenture, any Indenture Supplement or any other Transaction Document or the ability of the Issuer to perform its obligations hereunder or thereunder.

Section 7.5.No ERISA Plan.

The Issuer has not established and does not maintain or contribute to any Pension Plan that is covered by Title IV of ERISA and will not do so as long as any Notes are Outstanding.

Section 7.6.Tax Filings and Expenses.

The Issuer has filed all federal tax returns which are required to be filed (whether informational returns or not), and has paid all taxes due, if any, pursuant to said returns or pursuant to any assessment received by the Issuer, except such taxes, if any, as are being contested in good faith and for which adequate reserves have been set aside on its books. The Issuer has timely filed all state and local tax returns and reports that, to its knowledge, are required to be filed by it, and has paid all taxes, assessments, fees and other governmental charges levied or imposed upon it or its property, income, business, franchises or assets otherwise due and payable, except those that are being contested in good faith by proper proceedings diligently conducted and for which adequate reserves have been set aside on its books or where failure to file or pay such taxes, assessments, fees and other governmental charges would not reasonably be expected to have a Material Adverse Effect. The Issuer has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign limited liability company authorized to do business in each State in which it is required to so qualify, except where failure to pay such fees and expenses would not reasonably be expected to have a Material Adverse Effect.

Section 7.7.Disclosure.

All certificates, reports, statements, documents and other information furnished to the Indenture Trustee by or on behalf of the Issuer pursuant to any provision of this Base Indenture or any Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Base Indenture or any Transaction Document, shall, at the time the same are so furnished, be complete and correct to the extent necessary to give the Indenture Trustee true and accurate knowledge of the subject matter thereof in all material respects, and the furnishing of the same to the Indenture Trustee shall constitute a representation and warranty by the Issuer made on the date the same are furnished to the Indenture Trustee to the effect specified herein.

Section 7.8.Investment Company Act.

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The Issuer is not, and is not controlled by, an “investment company” within the meaning of, and is not required to register as an “investment company” under, the Investment Company Act of 1940, as amended.

Section 7.9.Regulations T, U and X.

The proceeds of the Notes will not be used to purchase or carry any “margin stock” (as defined or used in the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof). The Issuer is not engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock.

Section 7.10.No Consent.

No consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery of this Base Indenture or any Indenture Supplement or for the performance of any of the Issuer’s obligations hereunder or thereunder or under any other Transaction Document other than such consents, approvals, authorizations, registrations, declarations or filings as shall have been obtained by the Issuer prior to such Series Closing Date or as contemplated in Section 7.12.

Section 7.11.Solvency.

Both before and after giving effect to the transactions contemplated by this Base Indenture and the other Transaction Documents, the Issuer is solvent within the meaning of the Bankruptcy Code and the Issuer is not the subject of any voluntary or involuntary case or proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy or insolvency law and no Insolvency Event has occurred with respect to the Issuer.

Section 7.12.Security Interests.

The Issuer hereby represents and warrants to the Indenture Trustee and the Noteholders that as of the date hereof and each Series Closing Date:

(a)This Base Indenture creates a valid and continuing security interest (as defined in the UCC) in all of its right, title and interest in, to and under the Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens other than Permitted Liens and is enforceable as such as against creditors of and purchasers from the Issuer.

(b)The Pooled Loans constitute “accounts,” “payment intangibles” or the proceeds thereof under the UCC, each of the Collection Account and the Lockbox Account constitutes a “deposit account” under the UCC, and the remaining Collateral constitutes “general intangibles” under the UCC.

(c)It owns and has good and marketable title to the Collateral, free and clear of all Liens other than Permitted Liens.

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(d)Other than the security interest granted to the Indenture Trustee under this Base Indenture, it has not pledged, assigned, sold or granted a security interest in the Collateral. It has not authorized the filing of, nor is it aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement relating to any security interest granted pursuant hereto. It is not aware of any judgment or tax lien filings against the Issuer.

(e)The Issuer has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. Any financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral contains or will contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee.”

Notwithstanding any other provision of this Base Indenture, the perfection representations contained in this Section 7.12 shall be continuing, and remain in full force and effect until such time as all obligations hereunder and under the Notes have been finally and fully paid and performed. No failure or delay on the part of the Indenture Trustee in exercising any right, remedy, power or privilege with respect to this Base Indenture, together with any Indenture Supplement, shall operate as a waiver thereof nor shall any single or partial exercise of any right, remedy, power or privilege with respect to this Base Indenture, together with any Indenture Supplement, preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 7.13.Binding Effect of Certain Agreements.

Each of the Transaction Documents (other than this Base Indenture) is in full force and effect and there are no outstanding Events of Default or Potential Events of Default.

Section 7.14.Non Existence of Other Agreements.

(a)Other than as permitted by Section 8.14 and Section 8.21, (i) the Issuer is not a party to any contract or agreement of any kind or nature and (ii) the Issuer is not subject to any obligations or liabilities of any kind or nature in favor of any third party, including, without limitation, any Contingent Obligations.

(b)The Issuer has not engaged in any activities since its formation other than (i) activities incidental to its formation, (ii) the authorization and issue of Series of Notes from time to time, (iii) the execution of the Transaction Documents to which it is a party and (iv) the performance of the activities referred to in or contemplated by the Transaction Documents.

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Section 7.15.Compliance with Contractual Obligations and Laws.

The Issuer is not (i) in violation of the Issuer Certificate of Formation or the Issuer Limited Liability Company Agreement, (ii) in violation of any Requirement of Law to which it or its property or assets may be subject or (iii) in violation of any Contractual Obligation with respect to the Issuer.

Section 7.16.Other Representations.

All representations and warranties of the Issuer made in each Transaction Document to which it is a party are true and correct (in all material respects to the extent any such representations and warranties do not incorporate a materiality limitation in their terms) and are repeated herein as though fully set forth herein.

Section 7.17.Ownership of the Issuer.

All of the issued and outstanding membership interests in the Issuer are owned by OnDeck, all of which membership interests have been validly issued, are fully paid and non-assessable and are owned of record by OnDeck free and clear of all Liens other than Permitted Liens; provided, however, that any membership interests in the Issuer (the “SPV Issuer Equity”) may be pledged for the benefit of one or more Pledged Equity Secured Parties pursuant to any Pledged Equity Security Agreement as long as such Pledged Equity Security Agreement contains the Required Standstill Provisions. The Issuer has no subsidiaries and owns no capital stock of, or other equity interest in, any Person.

ARTICLE 8.

COVENANTS

Section 8.1.Payment of Notes.

The Issuer shall pay the principal of (and premium, if any) and interest on the Notes pursuant to the provisions of this Base Indenture and any applicable Indenture Supplement. Unless otherwise set forth in the applicable Indenture Supplement, principal and interest shall be considered paid on the date due if the Paying Agent holds on that date money designated for and sufficient to pay all principal and interest then due.

Section 8.2.Maintenance of Office or Agency.

The Issuer will maintain an office or agency (which may be an office of the Indenture Trustee or the Transfer Agent and Registrar) where Notes may be surrendered for registration of transfer or exchange. The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made

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or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer will give prompt written notice to the Indenture Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Issuer hereby designates the Corporate Trust Office of the Indenture Trustee as one such office or agency of the Issuer.

Notwithstanding anything contained in this Section 8.2 to the contrary, the Indenture Trustee shall not serve as an agent or office for the purpose of service of process on behalf of the Issuer.

Section 8.3.Payment of Obligations.

The Issuer will pay and discharge, at or before maturity, all of its respective material obligations and liabilities, including, without limitation, tax liabilities and other governmental claims, except where the same may be contested in good faith by appropriate proceedings, and will maintain, in accordance with GAAP, reserves as appropriate for the accrual of any of the same.

Section 8.4.Conduct of Business and Maintenance of Existence.

The Issuer will maintain its existence as a limited liability company under the laws of the State of Delaware and will obtain and preserve its qualification to do business in each jurisdiction where the character of its property, the nature of its business or the performance of its obligations make such qualification necessary.

Section 8.5.Compliance with Laws.

The Issuer will comply in all respects with all Requirements of Law and all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities except where the necessity of compliance therewith is contested in good faith by appropriate proceedings and where such noncompliance would not be reasonably likely to result in a Material Adverse Effect.

Section 8.6.Inspection of Property, Books and Records.

The Issuer will keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to the Issuer Assets and its business activities in accordance with GAAP; and will permit the Indenture Trustee to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, directors and employees, all at such reasonable times upon reasonable notice and as often as may reasonably be requested.

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Section 8.7.Compliance with Transaction Documents; Issuer Assets.

(a)Except as otherwise provided in Section 3.1(c) and Section 8.7(d), the Issuer will not take any action and will use its commercially reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s covenants or obligations under any instrument or agreement included in the Issuer Assets or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except, in each case as expressly provided in this Base Indenture, any other Transaction Document or such other instrument or agreement.

(b)The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Base Indenture, the other Transaction Documents and in the instruments and agreements included in the Issuer Assets, including but not limited to preparing (or causing to be prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of the Indenture in accordance with and within the time periods provided for herein.

(c)The Issuer may contract with other Persons to assist it in performing its duties under the Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer pursuant to Section 2(a)(vii) of the Servicing Agreement to assist the Issuer in performing its duties under the Indenture and the Issuer hereby identifies the Servicer to the Indenture Trustee for purposes of this Section 8.7(c).

(d) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it will not (i) amend, modify, waive, supplement, terminate, surrender, or discharge, or agree to any amendment, modification, supplement, termination, waiver, surrender, or discharge of, the terms of any of the Issuer Assets, including any of the Transaction Documents (other than the Indenture, the amendment of which shall be governed by Article 12), or consent to the assignment of any such Transaction Document by any other party thereto; or (ii) waive timely performance or observance by either Seller, the Servicer, the Backup Servicer or the Custodian under any Transaction Document to which such Person is a party other than any Transaction Document that relates solely to a Series of Notes; (each action described in clauses (i) and (ii) above, a “Transaction Document Action”), in each case, unless otherwise permitted under the express terms of the Indenture or such Transaction Document, without (A) the prior written consent of the Requisite Noteholders, (B) satisfaction of the Rating Agency Condition with respect to each Outstanding Series of Notes in respect of such Transaction Document Action and (C) satisfaction of any other applicable conditions as may be set forth in any Indenture Supplement; provided, that, if any such Transaction Document Action does not materially adversely affect the Noteholders of one or more, but not all, Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), any such Series of Notes that is not materially adversely affected by such Transaction Document Action shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related

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calculation of Requisite Noteholders shall be modified accordingly); provided, further, if any such Transaction Document Action does not materially adversely affect any Noteholders (as substantiated by an Officer’s Certificate of the Issuer to such effect), the Issuer shall be entitled to effect such action without the prior written consent of the Indenture Trustee or any Noteholder; provided, further, if any such Transaction Document Action adversely affects the rights, protections, indemnities, duties or obligations of (i) the Indenture Trustee, such Transaction Documents Action shall require the prior written consent of the Indenture Trustee, or (ii) the Custodian, such Transaction Document Action shall require the prior written consent of the Custodian. It shall not be necessary for the consent of any Person pursuant to this Section 8.7(d) for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. For the avoidance of doubt, any amendment, modification, waiver, supplement, termination or surrender of any Transaction Document relating solely to a particular Series of Notes shall be deemed not to materially adversely affect the Noteholders of any other Series of Notes.

Section 8.8.Notice of Defaults.

Promptly (and in any event within three (3) Business Days) upon an Authorized Officer of the Issuer becoming aware of any Potential Amortization Event with respect to a Series of Notes, Amortization Event with respect to a Series of Notes, Servicer Default, Potential Servicer Default, Event of Default or Potential Event of Default, the Issuer shall give the Indenture Trustee written notice thereof, together with an Officer’s Certificate, setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by the Issuer.

Section 8.9.Notice of Material Proceedings.

Promptly (and in any event within three (3) Business Days) upon an Authorized Officer of the Issuer becoming aware thereof, the Issuer shall give the Indenture Trustee written notice of the commencement or existence of any proceeding by or before any Governmental Authority against or affecting the Issuer that is reasonably likely to have a Material Adverse Effect.

Section 8.10.Further Requests.

The Issuer will promptly furnish to the Indenture Trustee such further instruments and such other information as, and in such form as, the Indenture Trustee may reasonably request in connection with the transactions contemplated by this Base Indenture, any Indenture Supplement and the other Transaction Documents.

Section 8.11.Protection of Issuer Assets.

The Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first Lien on and a first priority, perfected security interest in the Collateral. The Issuer will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all

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such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(a)maintain or preserve the Lien and security interest (and the priority thereof) of this Base Indenture and the Indenture Supplements or carry out more effectively the purposes thereof;

(b)perfect, publish notice of or protect the validity of the Lien and security interest created by this Base Indenture and the Indenture Supplements;

(c)enforce the rights of the Indenture Trustee and the Noteholders in any of the Issuer Assets; or

(d)preserve and defend title to the Issuer Assets and the rights of the Indenture Trustee and the Noteholders in the Issuer Assets against the claims of all persons and parties.

The Indenture Trustee is hereby authorized to execute and file any financing statement, continuation statement or other instrument necessary or appropriate to perfect or maintain the perfection of the Indenture Trustee’s security interest in the Collateral. The Indenture Trustee shall have no obligation to prepare, monitor or determine the necessity for the filing of any financing statement, continuation statement or other instrument with respect to the perfection of the Indenture Trustee’s security interest in the Collateral, but will otherwise cooperate with the Issuer in connection with the filing of any such financing statements, continuation statements and/or other instruments.

Section 8.12.Annual Opinion of Counsel.

On or before March 31 of each calendar year, commencing with March 31, 2022, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Base Indenture or any Supplement hereto and any other requisite documents and with respect to the authorization and filing of any financing statements and continuation statements as are necessary to maintain the perfection of the Lien and security interest created by this Base Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the perfection of such Lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Base Indenture, any Supplement hereto, and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the perfection of the Lien and security interest of this Base Indenture until March 31 in the following calendar year. For the avoidance of doubt, any Opinion of Counsel furnished in connection with this Section 8.12 may be combined with other Opinions of Counsel furnished to the Indenture Trustee pursuant to the other Transaction Documents.

Section 8.13.Liens.

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The Issuer will not create, incur, assume or permit to exist any Lien upon any of the Issuer Assets, other than (i) Liens in favor of the Indenture Trustee for the benefit of the Noteholders and (ii) other Permitted Liens.

Section 8.14.Other Indebtedness.

The Issuer will not create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any Indebtedness other than (i) Indebtedness hereunder or under any Indenture Supplement and (ii) Indebtedness contemplated under any other Transaction Document.

Section 8.15.Mergers.

The Issuer will not merge or consolidate with or into any other Person.

Section 8.16.Sales of Issuer Assets.

The Issuer will not sell, lease, transfer, liquidate or otherwise dispose of any Issuer Assets, except as contemplated by the Transaction Documents.

Section 8.17.Acquisition of Assets.

The Issuer will not acquire, by long term or operating lease or otherwise, any assets except in accordance with the terms of the Transaction Documents.

Section 8.18.Legal Name; Location Under Section 9-301.

The Issuer will change neither its location (within the meaning of Section 9-301 of the UCC) nor its legal name without sixty (60) days’ prior written notice to the Indenture Trustee. In the event that the Issuer desires to so change its location or legal name, the Issuer will make any required filings and prior to actually changing its location or its legal name the Issuer will deliver to the Indenture Trustee (i) an Officer’s Certificate and an Opinion of Counsel confirming that all required filings have been made to continue the perfected interest of the Indenture Trustee on behalf of the Noteholders in the Collateral in respect of the new location or new legal name of the Issuer and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.

Section 8.19.Organizational Documents.

The Issuer will not make any material amendment to the Issuer Certificate of Formation or the Issuer Limited Liability Company Agreement, unless, prior to such amendment, each Rating Agency confirms that after giving effect to such amendment the Rating Agency Condition is satisfied with respect to such amendment.

Section 8.20.Investments.

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The Issuer will not make, incur, or suffer to exist any loan, advance, extension of credit or other investment in any Person other than in accordance with the Transaction Documents.

Section 8.21.Non-Petition; No Other Agreements.

The Issuer shall cause each party to a Transaction Document or any other document or agreement incidental thereto, in each case, to which the Issuer is a party, to agree to a customary “non-petition” covenant. The Issuer will not enter into or be a party to any agreement or instrument other than any Transaction Document or documents and agreements incidental thereto.

Section 8.22.Other Business.

The Issuer will not engage in any business or enterprise or enter into any transaction other than acquiring Loans and the Related Security with respect thereto pursuant to the Loan Purchase Agreement and funding the purchase price of Loans and the Related Security with respect thereto through the issuance and sale of Notes, in each case pursuant to the Transaction Documents, and incurring and paying ordinary course operating expenses and other activities related to or incidental to any of the foregoing.

Section 8.23.Maintenance of Separate Existence.

The Issuer shall at all times comply with the separateness covenants set forth in the Issuer Limited Liability Company Agreement.

Section 8.24.Use of Proceeds of Notes.

The Issuer shall use the net proceeds of each Series of Notes in accordance with the provisions of the related Indenture Supplement.

Section 8.25.No ERISA Plan.

The Issuer will not establish or maintain or contribute to any Pension Plan that is covered by Title IV of ERISA.

Section 8.26.Dividends.

The Issuer will not declare or pay any dividends or distributions on any of its membership interests, or make any purchase, redemption or other acquisition of, any of its membership interests; provided, however, that so long as no Event of Default or Amortization Event with respect to any Series of Notes has occurred and is continuing or would result therefrom, the Issuer may declare and pay distributions as permitted under applicable law.

Section 8.27.Tax Matters.

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The Issuer shall not take (or, to the extent within its control, permit any other Person to take) any action that could reasonably be expected to cause the Issuer to be classified as any entity other than a partnership or disregarded entity within the meaning of U.S. Treasury Regulation §301.7701-3.

Section 8.28.Purchase and Sale of Assets.

The Issuer will not acquire or dispose of assets for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. The Issuer will not purchase or otherwise acquire any asset that is not an “eligible asset” within the meaning of Rule 3a-7 promulgated under the Investment Company Act; provided, however, that the Issuer may purchase or otherwise acquire an asset that is not an “eligible asset” to the extent that the purchase or acquisition of such asset is considered related or incidental to the business of purchasing or otherwise acquiring “eligible assets” under Rule 3a-7.

ARTICLE 9.

REMEDIES

Section 9.1.Events of Default.

“Event of Default”, wherever used herein, with respect to any Series of Notes, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that the Issuer is an “investment company” within the meaning of the Investment Company Act;

(b) the Issuer at any time receives a final determination that it will be treated as an association (or as a publicly traded partnership) taxable as a corporation for federal income tax purposes;

(c)an Insolvency Event shall have occurred with respect to the Issuer;

(d)a default in the payment of interest on any Note of any series when due (other than any failure to make a payment of interest on any class of such Notes designated by the Issuer on its issuance date as a class of “risk retention” Notes) and the continuation of that failure for five (5) Business Days;

(e)the default in the payment of principal of any Note of any series when due (other than any failure to make a payment of principal or any class of such Notes designated by the Issuer on its issuance date as a class of “risk retention” Notes)

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(f)default in the observance or performance of any covenant or agreement of the Issuer made in the Base Indenture or the Indenture Supplement for such Series of Notes (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with) which default materially and adversely affects the interests of the Noteholders of such Series of Notes, and which default shall continue or not be cured for a period of thirty (30) days (or for such longer period, not in excess of sixty (60) days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within sixty (60) days or less and the Issuer delivers an Officer’s Certificate to the Indenture Trustee to the effect that the Issuer has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after there shall have been given to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Holders of a Majority in Interest of such Series of Notes, a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(g)the Indenture Trustee fails to have a valid and perfected first priority security interest in any material portion of the Collateral and such failure continues for five (5) Business Days, or the Issuer, either Seller or an Affiliate of either Seller or the Issuer asserts that the Indenture Trustee does not have a valid and perfected first priority security interest in any material portion of the Collateral.

Section 9.2.Acceleration of Maturity; Rescission and Annulment.

If an Event of Default referred to in clause (c) or (g) of Section 9.1 has occurred, the unpaid principal amount of all Series of Notes, together with interest accrued but unpaid thereon, and all other amounts due to the Noteholders under this Base Indenture and each Indenture Supplement, shall immediately and without further act become due and payable.

If any Event of Default referred to in clause (a), (b), (d), or (e) of Section 9.1 has occurred and is continuing, then the Indenture Trustee or the Requisite Noteholders may, by written notice delivered to an Authorized Officer of the Issuer (and to a Responsible Officer of the Indenture Trustee if given by the Noteholders) (such notice, a “Notice of Acceleration”), declare all of the Notes to be immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default referred to in clause (f) of Section 9.1 shall occur and be continuing with respect to any Series of Notes, then and in every such case the Indenture Trustee or Holders of a Majority in Interest of such Series of Notes may give a Notice of Acceleration to the Issuer (and to the Indenture Trustee, if given by the Noteholders of such Series of Notes) declaring all the Notes of such Series to be immediately due and payable and, upon any such declaration, the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

At any time after a Notice of Acceleration has been delivered with respect to the Notes (or a particular Series of Notes) and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter set forth in this Article 9,

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the Requisite Noteholders (or, in the case of the acceleration of a particular Series of Notes, the Holders of a Majority in Interest of the Notes of such Series), by written notice to the Issuer and the Indenture Trustee, may rescind and annul the declaration made in such Notice of Acceleration and its consequences; provided, that no such rescission shall affect any subsequent default or impair any right consequent thereto.

Section 9.3.Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee.

(a)The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five (5) Business Days or (ii) default is made in the payment of the principal of any Notes when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the Note Rate borne by the Notes, and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

(b)In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.

(c)If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 9.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by the Indenture or by law.

(d)In case there shall be pending, relative to the Issuer, any other obligor upon the Notes, or any Person having or claiming an ownership interest in the Issuer Assets, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or Indenture Trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for, or taken possession of, the Issuer or its property or such other obligor, or such Person or the property of such other obligor or such Person, or in the case of any other comparable judicial proceedings relative to the Issuer, other obligor upon the Notes or such Person or to the creditors or property of the Issuer, such other obligor or such Person, the

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Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(i)to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;

(ii)unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;

(iii)to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and

(iv)to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, such other obligor upon the Notes, any Person claiming an ownership interest in the Issuer Assets, their respective creditors and their property;

and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence, bad faith or willful misconduct.

(e)Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person.

(f)All rights of action and of asserting claims under this Base Indenture, under any Indenture Supplement or under any of the Notes, may be enforced by the Indenture

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Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.

(g)In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of the Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.

Section 9.4.Remedies; Priorities.

(a)If an Event of Default shall have occurred and be continuing with respect to any Series of Notes Outstanding and such Series has been accelerated under Section 9.2, the Indenture Trustee may institute proceedings to enforce the obligations of the Issuer hereunder in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes of such Series or under the Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes moneys adjudged due.

(b)If an Event of Default shall have occurred and be continuing with respect to all Series of Notes Outstanding and all Series of Notes Outstanding have been accelerated under Section 9.2, the Indenture Trustee (subject to Section 9.5) may do one or more of the following:

(i)institute proceedings from time to time for the complete or partial foreclosure of the Indenture with respect to the Issuer Assets;

(ii)exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes; and

(iii)sell Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law;

provided that the Indenture Trustee may not sell or otherwise liquidate the Collateral following an Event of Default, other than an Event of Default referred to in clause (d) or (e) of Section 9.1, unless (A) the Holders of Notes representing 100% of the Aggregate Invested Amount consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid on the Notes for principal and interest, or (C)(1) the Indenture Trustee determines that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable and (2) the Indenture

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Trustee obtains the consent of a Majority in Interest of the Holders of each Series of Notes. In determining such sufficiency or insufficiency with respect to clause (B) or (C) above, the Indenture Trustee may, but need not, obtain and may conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purposes. due.

(c)If an Event of Default shall have occurred and be continuing with respect to any Series of Notes Outstanding, the Indenture Trustee may exercise all rights, remedies, powers, privileges and claims of the Issuer against the Sellers, the Servicer, the Backup Servicer, the Custodian or any other party to any of the Transaction Documents under or in connection with any of the Transaction Documents in respect of such Event of Default, including the right or power to take any action to compel or secure performance or observance by the Sellers, the Servicer, the Backup Servicer, the Custodian or any other party of each of their respective obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction Documents, and any right of the Issuer to take such action shall be suspended.

(d)If the Indenture Trustee collects any money or property pursuant to this Article 9, such money or property shall be held by the Indenture Trustee as additional collateral hereunder and the Indenture Trustee shall pay out such money or property in the following order:

FIRST: to the Indenture Trustee for amounts due under Section 10.6; and

SECOND: to the Collection Account for distribution in accordance with the provisions of Article 5.

Section 9.5.Optional Preservation of the Issuer Assets.

If the Notes of each Series of Notes Outstanding have been declared to be due and payable under Section 9.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Collateral. In determining whether to maintain possession of the Collateral, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose. Nothing contained in this Section 9.5 shall be construed to require the Indenture Trustee to preserve the Collateral securing the Issuer Obligations, including without limitation, if prohibited by applicable law or if the Indenture Trustee is authorized, directed or permitted to liquidate the Collateral pursuant to Section 9.4(b).

Section 9.6.Limitation on Suits.

No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless:

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(a)such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(b)Holders of each Series of Notes Outstanding holding Notes evidencing at least 25% of the Notes of such Series have made written request to the Indenture Trustee to institute such proceeding in respect of such Event of Default in its own name as the Indenture Trustee hereunder;

(c)such Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

(d)the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such proceedings; and

(e)no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day period by the Requisite Noteholders;

it being understood and intended that no one or more Holders of the Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of the Indenture to affect, disturb or prejudice the rights of any other Holders of the Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under the Indenture, except in the manner herein provided.

Section 9.7.Unconditional Rights of Noteholders to Receive Principal and Interest.

Notwithstanding any other provisions in the Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in the Indenture and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

Section 9.8.Restoration of Rights and Remedies.

If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under the Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

Section 9.9.Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right

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and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 9.10.Delay or Omission Not a Waiver.

No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Potential Event of Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Potential Event of Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article 9 or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

Section 9.11.Control by Noteholders.

The Requisite Noteholders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that

(a)such direction shall not be in conflict with any rule of law or with the Indenture;

(b)if an Event of Default is with respect to less than all Series of Notes Outstanding, then the Indenture Trustee’s rights and remedies shall be limited to the rights and remedies pertaining only to those Series of Notes with respect to which such Event of Default has occurred and the Indenture Trustee shall exercise such rights and remedies at the direction of the Holders of more than 50% of the aggregate Invested Amounts of all Series of Notes with respect to which such Event of Default shall have occurred (excluding any Notes held by the Issuer or an affiliate of the Issuer) (or, if an Event of Default with respect to a single Series of Notes Outstanding shall have occurred, a Majority in Interest of such Series of Notes Outstanding);

(c)subject to the express terms of Section 9.4, any direction to the Indenture Trustee to sell or liquidate the Collateral shall be by the Holders of Notes representing not less than 100% of the Aggregate Invested Amount;

(d)if the conditions set forth in Section 9.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Aggregate Invested Amount to sell or liquidate the Issuer Assets shall be of no force and effect;

(e)the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; and

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(f)such direction shall be in writing;

provided, further, that, subject to Section 10.1, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Section 9.12.Waiver of Past Defaults.

Prior to the declaration of the acceleration of the maturity of the Notes of all Series of Notes or any Series of Notes as provided in Section 9.2, the Requisite Noteholders (or, if an Event of Default with respect to less than all Series of Notes Outstanding has occurred, the Holders of more than 50% of the aggregate Invested Amounts of all Series of Notes with respect to which an Event of Default shall have occurred) may, on behalf of all such Holders, waive any past Potential Event of Default or Event of Default and its consequences except a Potential Event of Default or Event of Default (a) in payment of principal of or interest on any of the Notes, or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note, which, in each case, may only be waived by 100% of the Holders of the Notes. In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes Outstanding shall be restored to their former positions and rights hereunder, respectively, such Potential Event of Default or Event of Default, as applicable, shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Potential Event of Default or Event of Default or impair any right consequent thereto.

Section 9.13.Undertaking for Costs.

All parties to this Base Indenture and each Indenture Supplement agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Base Indenture or any Indenture Supplement, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as the Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder or group of Noteholders, in each case holding in the aggregate more than 10% of the Invested Amount of any Series of Notes, or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Base Indenture or any Indenture Supplement (after giving effect to applicable grace periods).

Section 9.14.Waiver of Stay or Extension Laws.

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The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Base Indenture or any Indenture Supplement; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 9.15.Action on Notes.

The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Base Indenture or any Indenture Supplement shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Base Indenture or any Indenture Supplement. Neither the Lien of this Base Indenture or any Indenture Supplement nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Issuer Assets or upon any of the other assets of the Issuer.

ARTICLE 10.

THE INDENTURE TRUSTEE

Section 10.1.Duties of the Indenture Trustee.

(a)If an Amortization Event with respect to any Series of Notes Outstanding or an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided, however, that the Indenture Trustee shall only be required to exercise the rights and powers vested in it by the Indenture and to use the same degree of care and skill in their exercise as a prudent person would exercise in the conduct of such person’s own affairs with respect to a Series of Notes Outstanding with respect to which the Amortization Event has occurred.

(b)Except during the continuance of (x) an Event of Default or (y) an Amortization Event with respect to any Series of Notes Outstanding, solely with respect to such Series of Notes Outstanding,

(i)the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in the Indenture, and no implied covenants or obligations shall be read into the Indenture against the Indenture Trustee; and

(ii)in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed

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therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of the Indenture; but in the case of any such certificates or opinions which by any provision of the Indenture are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)Subject to Section 10.1(a), no provision of the Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct; provided, however, that:

(i)the Indenture Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Indenture Trustee, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts nor shall the Indenture Trustee be liable with respect to any action it takes or omits to take in good faith in accordance with the Indenture or in accordance with a direction received by it pursuant to Section 9.11; and

(ii)the Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in the Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of any Person under any of the Transaction Documents.

Section 10.2.Rights of the Indenture Trustee.

Except as otherwise provided by Section 10.1:

(a)The Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any document believed by it to be genuine and to have been signed by or presented by the proper person.

(b)The Indenture Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Indenture Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is selected and appointed with due care.

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(d)The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by the Indenture; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e)The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, or other paper or document, unless requested in writing to do so by Holders of the Notes evidencing not less than 25% of the Invested Amount of any Series of Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses, or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of the Indenture, the Indenture Trustee may require indemnity reasonably satisfactory to it against such cost, expense, or liability or payment of such expenses as a condition precedent to so proceeding. The reasonable expense of every such examination shall be paid by the Issuer or, if paid by the Indenture Trustee, shall be reimbursed by the Issuer upon demand.

(f)The Indenture Trustee shall have no obligation to invest or reinvest any cash held in the Collection Account, the Lockbox Account, any Series Account or any other moneys held by the Indenture Trustee pursuant to this Indenture in the absence of timely and specific written investment direction from the Issuer which may be in the form of standing instructions or otherwise. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Issuer, the Servicer or any other Person to provide timely written investment direction. It is agreed and understood that the entity servicing as Indenture Trustee may earn fees associated with the investments outlined above in accordance with the terms of such investments. In no event shall the Indenture Trustee or its Affiliates be deemed an investment manager or adviser in respect of any selection of investments hereunder or under the Servicing Agreement. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments, and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable to the Indenture Trustee (i) as part of the compensation hereunder or (ii) out of any funds of the Issuer.

(g)The right of the Indenture Trustee to perform any discretionary act enumerated in the Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act.

(h)The Indenture Trustee shall not be required to give any bond or surety in respect of the execution of the trust created hereby or the powers granted hereunder.

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(i)The Indenture Trustee shall not be charged with knowledge of any Event of Default, Potential Event of Default, Amortization Event, Potential Amortization Event, Potential Servicer Default or Servicer Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge thereof or receives written notice of such event at the Corporate Trust Office, and such notice references the Notes and the Indenture.

(j)The Indenture Trustee shall not be charged with knowledge of any failure by any Person to comply with its obligations under the Transaction Documents, unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such failure or receives written notice of any event which is in fact a failure by such Person to comply at the Corporate Trust Office, and such notice references the Notes and the Indenture.

(k)Anything in the Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(l)The Indenture Trustee shall have no duty (A) to record, file, or deposit this Base Indenture, the Transaction Documents or any agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to monitor or maintain any such recording or filing or depositing or to rerecord, refile, or redeposit any thereof, (B) to insure the Issuer Assets or (C) to pay or discharge any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to assessed or levied against, any part of the Collateral.

(m)Whenever in the administration of the Indenture, the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate.

(n)The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture or to conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the Holders pursuant to the Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(o)Except as otherwise set forth in Section 10.1(b)(ii), the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises

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of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(p)The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(q)The Indenture Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Indenture.

(r)In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes outside the Indenture Trustee’s control whether or not of the same class or kind as specified above; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(s)Every provisions of the Indenture or the Transaction Documents relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provision of this Article 10.

(t)The delivery of reports, information and documents to the Indenture Trustee shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder.

(u)The Indenture Trustee shall be fully justified in failing or refusing to take any action under the Indenture, any Transaction Document or any other related document if such action (i) would, in the reasonable opinion of the Indenture Trustee, in good faith (which may be based on the advice or opinion of counsel), be contrary to applicable law, the Indenture, any Transaction Document or any other related document or (ii) prior to the occurrence of an Event of Default, is not provided for in the Indenture, any Transaction Document or any other related document.

(v)The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by the Indenture Trustee in each Transaction Document and other document related hereto to which it is a party.

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(w)The Indenture Trustee shall have no duty to monitor or verify compliance with any risk retention laws, rules or regulations, whether referenced in any Retention Undertaking Letter, any Indenture Supplement or other Transaction Document, or otherwise in effect in any foreign or domestic jurisdiction;

(x)The Indenture Trustee shall not be responsible for selecting, determining, or verifying any benchmark interest rate (including LIBOR) or any replacement benchmark rate for such benchmark interest rate or the occurrence of any event requiring or otherwise allowing for the implementation of any benchmark interest rate.

(y)In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering including Section 326 of the USA PATRIOT Act (“Applicable Law”), the Indenture Trustee is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its request from time to time such identifying information and documentation as may be available to such party in order to enable the Indenture Trustee to comply with Applicable Law.

Section 10.3.Indenture Trustee’s Disclaimer.

The Indenture Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Notes (other than the certificate of authentication on the Notes). Except as set forth in Section 10.11, the Indenture Trustee makes no representations as to the validity or sufficiency of the Indenture or of the Notes (other than the certificate of authentication on the Notes) or of any of the Issuer Assets. The Indenture Trustee shall not be accountable for the use or application by the Issuer of any of the Notes or of the proceeds of such Notes, or for the use or application of any funds paid to the Issuer in respect of the Issuer Assets.

Section 10.4.Indenture Trustee May Own Notes.

The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes with the same rights as it would have if it were not the Indenture Trustee.

Section 10.5.Notice of Defaults.

If a Potential Event of Default, an Event of Default, a Potential Amortization Event or an Amortization Event, in each case with respect to any Series of Notes, occurs and is continuing and if it is either actually known or written notice of the existence thereof has been delivered to a Responsible Officer of the Indenture Trustee at the Corporate Trust Office referencing the Indenture and the applicable Series of Notes, if any, the Indenture Trustee shall mail to each Noteholder notice thereof within ten (10) Business Days after such knowledge or notice occurs. Except in the case of a Potential Event of Default or an Event of Default in

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accordance with the provisions of Section 313(c) of the TIA in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interest of the Noteholders.

Section 10.6.Compensation; Indemnity.

The Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services hereunder in accordance with each Indenture Supplement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out of pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify, defend and hold the Indenture Trustee, its officers, directors, employees, counsel and agents harmless from and against any and all loss, liability, tax, judgment, penalty, cause of action, damage, cost or expense (including the reasonable fees and expenses of counsel) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Transaction Documents, in accordance with and subject to the terms of each Indenture Supplement. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity; provided, however, a failure by the Indenture Trustee to promptly notify the Issuer of a claim for which it may seek indemnity shall not relieve the Issuer from its obligation to indemnify the Indenture Trustee. Notwithstanding the foregoing, the Issuer shall not be liable to reimburse and indemnify the Indenture Trustee from and against any of the foregoing expenses or indemnities arising or resulting from its own negligence or wilful misconduct as conclusively determined by the judgment of a court of competent jurisdiction no longer subject to appeal or review.

The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 10.6 shall survive the resignation or termination of the Indenture Trustee and the discharge of the Indenture. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 9.1(c), the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Section 10.7.Eligibility Requirements for Indenture Trustee.

The Indenture Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or any state thereof authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “Baa3” by Moody’s and “BBB” by S&P having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority, and shall satisfy the requirements for a trustee set forth in paragraph

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(a)(4)(i) of Rule 3a-7 under the Investment Company Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 10.7, the risk-based capital or the combined capital and surplus of such corporation, as the case may be, shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the most recent report of condition so published.

If the Indenture is qualified under the TIA, the Indenture Trustee shall at all times satisfy the requirements of TIA §310(a) and the Indenture Trustee shall comply with TIA §310(b), including the optional provision permitted by the second sentence of TIA §310(b)(9); provided that there shall be excluded from the operation of TIA §310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in the TIA §310(b)(1) are met.

If at any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this Section 10.7, the Indenture Trustee shall resign immediately in the manner and with the effect specified in Section 10.8.

Section 10.8.Resignation or Removal of Indenture Trustee.

(a)The Indenture Trustee may give notice of its intent to resign at any time by so notifying the Issuer. The Requisite Noteholders may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

(i)the Indenture Trustee fails to comply with Section 10.7;

(ii)the Indenture Trustee is adjudged bankrupt or insolvent;

(iii)a receiver or other public officer takes charge of the Indenture Trustee or its property; or

(iv)the Indenture Trustee otherwise becomes incapable of acting.

(b)If the Indenture Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.

(c)A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer and thereupon the resignation or removal of the Indenture Trustee shall become effective, and the successor Indenture Trustee, without any further act, deed or conveyance shall have all the rights, powers and duties of the Indenture Trustee under the Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all

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property held by it as the Indenture Trustee to the successor Indenture Trustee at the expense of the Issuer.

(d)If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee gives notice of its intent to resign or is removed, the retiring Indenture Trustee, the Issuer or the Holders of a Majority in Interest of each Series of Notes Outstanding may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(e)If the Indenture Trustee fails to comply with Section 10.7, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

(f)Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to Section 10.8(c) and payment of all fees and expenses owed to the outgoing Indenture Trustee.

(g)Notwithstanding the resignation or removal of the Indenture Trustee pursuant to this Section, the Issuer’s obligations under Section 10.6 shall continue for the benefit of the retiring Indenture Trustee. The Indenture Trustee shall not be liable for the acts or omissions of any successor Indenture Trustee.

Section 10.9.Successor Indenture Trustee by Merger.

If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee. The Indenture Trustee shall provide the Issuer written notice of any such transaction.

In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by the Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor Indenture Trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor Indenture Trustee may authenticate such Notes either in the name of any predecessor Indenture Trustee hereunder or in the name of the successor Indenture Trustee; and in all such cases such certificate of authentication shall have the same full force as is provided anywhere in the Notes or in the Indenture with respect to the certificate of authentication of the Indenture Trustee.

Section 10.10.Appointment of Co-Trustee or Separate Trustee.

(a)Notwithstanding any other provisions of this Base Indenture or any Indenture Supplement, at any time, for the purpose of meeting any legal requirements of any

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jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part thereof, and, subject to the other provisions of this Section 10.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee under Section 10.7 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 10.8. No co-trustee shall be appointed without the consent of the Issuer unless such appointment is required as a matter of state law or to enable the Indenture Trustee to perform its functions hereunder.

(b)Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)The Notes of each Series of Notes shall be authenticated and delivered solely by the Indenture Trustee or an authenticating agent appointed by the Indenture Trustee;

(ii)All rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform, such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Issuer Assets or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustees, but solely at the direction of the Indenture Trustee;

(iii)No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iv)The Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustees.

(c)Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Base Indenture and the conditions of this Article 10. Each separate trustee and co-trustees, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Base Indenture and any Indenture Supplement, specifically including every provision of this Base Indenture or any Indenture Supplement relating to the conduct of, affecting the liability of, or affording

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protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee and a copy thereof given to the Issuer.

(d)Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Base Indenture or any Indenture Supplement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor Indenture Trustee.

(e)In connection with the appointment of a co-trustees, the Indenture Trustee may, at any time, at the Indenture Trustee’s sole cost and expense, without notice to the Noteholders, delegate its duties under this Base Indenture and any Indenture Supplement to any Person who agrees to conduct such duties in accordance with the terms hereof and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such co-trustee so long as such co-trustee is appointed by the Indenture Trustee with due care.

Section 10.11.Representations and Warranties of Indenture Trustee.

The Indenture Trustee represents and warrants to the Issuer and the Noteholders that:

(i)The Indenture Trustee is a New York banking corporation organized, existing and in good standing under the laws of the State of New York;

(ii)The Indenture Trustee has full power, authority and right to execute, deliver and perform this Base Indenture and any Indenture Supplement issued concurrently with this Base Indenture and to authenticate the Notes, and has taken all necessary action to authorize the execution, delivery and performance by it of this Base Indenture and any Indenture Supplement issued concurrently with this Base Indenture and to authenticate the Notes;

(iii)This Base Indenture has been duly executed and delivered by the Indenture Trustee; and

(iv)The Indenture Trustee meets the requirements of eligibility as an Indenture Trustee hereunder set forth in Section 10.7.

Section 10.12.Preferential Collection of Claims Against the Issuer.

If the Indenture is qualified under the TIA, the Indenture Trustee shall comply with TIA §311(a), excluding any creditor relationship listed in TIA §311(b) and an Indenture Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein.

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ARTICLE 11.

DISCHARGE OF INDENTURE

Section 11.1.Termination of the Issuer’s Obligations.

(a)The Indenture shall cease to be of further effect (except that (i) the Issuer’s obligations under Sections 2.4, 2.14 and 10.6, (ii) the Indenture Trustee’s and Paying Agent’s obligations under Section 11.3 and the Indenture Trustee’s and the Noteholders’ obligations under Section 13.16 shall survive) when all Outstanding Notes theretofore authenticated and issued have been delivered (other than destroyed, lost or stolen Notes which have been replaced or paid) to the Indenture Trustee for cancellation and the Issuer has paid all sums payable hereunder.

(b)In addition, except as may be provided to the contrary in any Indenture Supplement, the Issuer may terminate all of its obligations under the Indenture if:

(i)The Issuer irrevocably deposits in trust with the Indenture Trustee money or U.S. Government Obligations in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay, when due, principal and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder; provided, however, that the Indenture Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the Notes;

(ii)The Issuer delivers to the Indenture Trustee an Officer’s Certificate stating that all conditions precedent to satisfaction and discharge of the Indenture have been complied with, and an Opinion of Counsel to the same effect; and

(iii)the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding.

Then, the Indenture shall cease to be of further effect (except as provided in this Section 11.1), and the Indenture Trustee, on demand of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the release of the Issuer Assets.

(c)After such irrevocable deposit made pursuant to Section 11.1(b) and satisfaction of the other conditions set forth herein, the Indenture Trustee upon request shall acknowledge in writing the discharge of the Issuer’s obligations under the Indenture except for those surviving obligations specified above.

In order to have money available on a payment date to pay principal or interest on the Notes, the U.S. Government Obligations shall be payable as to principal or interest at

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least one (1) Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option.

Section 11.2.Application of Trust Money.

The Indenture Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 11.1. The Indenture Trustee shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent in accordance with the Indenture to the payment of principal and interest on the Notes.

The provisions of this Section 11.2 shall survive the expiration or earlier termination of the Indenture.

Section 11.3.Repayment to the Issuer.

The Indenture Trustee and the Paying Agent shall promptly pay to the Issuer upon written request any excess money or, pursuant to Section 2.4, return any Notes held by them at any time.

The provisions of this Section 11.3 shall survive the expiration or earlier termination of the Indenture.

ARTICLE 12.

AMENDMENTS

Section 12.1.Without Consent of the Noteholders.

Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, at any time and from time to time, may amend, modify, or waive the provisions of this Base Indenture or any Indenture Supplement (except as otherwise set forth in such Indenture Supplement):

(a)to create a new Series of Notes;

(b)to add to the covenants of the Issuer for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents);

(c)to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Issuer, or to

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correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the Noteholders;

(d)to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunder;

(e)to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;

(f)to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or

(g)if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA;

provided, however, that, as evidenced by an Officer’s Certificate of the Issuer, such action shall not adversely affect in any material respect the interests of any Noteholder.

Section 12.2.With Consent of the Noteholders.

(a)Except as provided in Section 12.1, the provisions of this Base Indenture and any Indenture Supplement (except as otherwise set forth in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the Issuer, the Indenture Trustee and, unless otherwise specified in an Indenture Supplement for a Series of Notes, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with respect to such amendment, modification, or waiver; provided, that, if any such amendment, modification or waiver does not materially adversely affect the Noteholders of one or more, but not all, Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), any such Series of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly).

(b)Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding):

(i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal

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amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”, “Outstanding Principal Balance” and “Outstanding” shall require the consent of the Required Noteholders;
(ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each Holder of the Note affected thereby; (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event applies; and
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(iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly).
--- ---

(c)No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.

(d)It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

Section 12.3.Supplements.

Each amendment or other modification to the Indenture or the Notes shall be set forth in a Supplement. In addition to the manner provided in Sections 12.1 and 12.2(b), each Indenture Supplement may be amended as provided in such Indenture Supplement.

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Section 12.4.Revocation and Effect of Consents.

Until an amendment or waiver becomes effective, a consent to it by a Noteholder is a continuing consent by the Noteholder and every subsequent Noteholder of a Note or portion of a Note that evidences the same debt as the consenting Noteholder’s Note, even if notation of the consent is not made on any Note. However, any such Noteholder or subsequent Noteholder may revoke the consent as to his Note or portion of a Note if the Indenture Trustee receives written notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver becomes effective in accordance with its terms and thereafter binds every Noteholder. The Issuer may fix a record date for determining which Noteholders must consent to such amendment or waiver.

Section 12.5.Notation on or Exchange of Notes.

The Indenture Trustee may place an appropriate notation about an amendment or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Indenture Trustee shall authenticate new Notes that reflect the amendment or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment or waiver.

Section 12.6.The Indenture Trustee to Sign Amendments, etc.

The Indenture Trustee shall sign any Supplement authorized pursuant to this Article 12 if the Supplement does not adversely affect the rights, duties, liabilities or immunities of the Indenture Trustee. If it does, the Indenture Trustee may, but need not, sign it. In signing any Supplement, the Indenture Trustee shall be entitled to receive, if requested, an indemnity reasonably satisfactory to it and to receive and, subject to Section 10.1, shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that such Supplement is authorized or permitted by the Indenture and that it will be valid and binding upon the Issuer in accordance with its terms.

Section 12.7.Conformity with Trust Indenture Act.

If the Indenture is qualified under the TIA, every amendment of the Indenture and every Supplement executed pursuant to this Article 12 shall comply in all respects with the TIA.

ARTICLE 13.

MISCELLANEOUS

Section 13.1.Compliance Certificates.

(a)Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of the Indenture, upon request of the Indenture Trustee, the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that, in the

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opinion of the signers, all conditions precedent and covenants, if any, provided for in the Indenture relating to the proposed action have been complied with and (ii) if the Indenture is qualified under the TIA and the TIA so requires, an Independent Certificate from a firm of certified public accountants or other experts meeting the applicable requirements of this Section 13.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of the Indenture, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in the Indenture shall include:

(i)a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition;

(ii)a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether such covenant or condition has been complied with;

(iii)a statement as to whether, in the opinion of each such signatory such condition or covenant has been complied with;

(iv)if the Indenture is qualified under the TIA and the TIA so requires, prior to the deposit of any property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the Lien of the Indenture, the Issuer shall, in addition to any obligation imposed in Section 13.1(a) or elsewhere in the Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the property or securities to be so deposited;

(v)whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iv), the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (iv) and this clause (v), is 10% or more of the Aggregate Invested Amount, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Aggregate Invested Amount;

(vi)if the Indenture is qualified under the TIA and the TIA so requires, whenever any property or securities are to be released from the Lien of the Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the

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opinion of such person the proposed release will not impair the security under the Indenture in contravention of the provisions hereof;

(vii)whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (vi), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, or securities released from the Lien of the Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (vi) and this clause (vii), equals 10% or more of the Aggregate Invested Amount, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the then Aggregate Invested Amount.

(b)Notwithstanding Section 3.3 or any provision of this Section 13.1, without any action by the Indenture Trustee, the Issuer may (A) collect, liquidate, sell or otherwise dispose of the Issuer Assets as and to the extent permitted or required by the Transaction Documents and (B) make cash payments out of the Issuer Accounts as and to the extent permitted or required by the Transaction Documents.

Section 13.2.Forms of Documents Delivered to Indenture Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person my certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Sellers, the Servicer or the Issuer, stating that the information with respect to such factual matters is in the possession of the Sellers, the Servicer or the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under the Indenture, they may, but need not, be consolidated and form one instrument.

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Whenever in the Indenture, in connection with any application, certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document (x) as a condition of the granting of such application, or (y) as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in each case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article 10 and shall incur no liability for its acting in reliance thereon.

Section 13.3.Actions of Noteholders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Indenture to be given or taken by the Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, when required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of the Indenture and conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 13.3.

(b)The fact and date of the execution by any Noteholder of any such instrument or writing may be proved in any reasonable manner which the Indenture Trustee deems sufficient.

(c)Any request, demand, authorization, direction, notice, consent, waiver or other act by a Noteholder shall bind every Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done, by the Indenture Trustee or the Issuer in reliance thereon, regardless of whether notation of such action is made upon such Note.

(d)The Indenture Trustee may require such additional proof of any matter referred to in this Section 13.3 as it shall deem necessary.

(e)The ownership of Notes shall be proved by the Note Register.

Section 13.4.Notices.

(a)Any notice or communication by the Issuer or the Indenture Trustee to the other shall be in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier, electronic mail, or overnight air courier guaranteeing next day delivery, to the other’s address:

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If to the Issuer:

OnDeck Asset Securitization Trust III LLC

1400 Broadway, 25^th^ Floor

New York, NY 10018

Attention: General Counsel, Enova International, Inc.

Telephone: 312-568-4200

Facsimile: 312-962-4931

Email: contracts@enova.com

with a copy to:

On Deck Capital, Inc.

c/o Enova International, Inc.

175 West Jackson, Suite 1000

Chicago, Illinois 60604

Telephone: 312-568-4200

Facsimile: 312-962-4931

Email: contracts@enova.com

If to the Indenture Trustee:

Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

1761 E. Saint Andrew Place Santa Ana, California 92705 Attn: Trust Administration–ODASTB Phone: (714) 247-6000

Fax: (714) 247-6009

Email: mbsclientservices@list.db.com

The Issuer or the Indenture Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications; provided, however, the Issuer may not at any time designate more than a total of three (3) addresses to which notices must be sent in order to be effective.

Any notice (i) given in person shall be deemed delivered on the date of delivery of such notice, (ii) given by first class mail shall be deemed given five (5) days after the date that such notice is mailed, (iii) delivered by telex, telecopier, or electronic mail shall be deemed given on the date of delivery of such notice, and (iv) delivered by overnight air courier shall be deemed delivered one (1) Business Day after the date that such notice is delivered to such overnight courier.

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Notwithstanding any provisions of the Indenture to the contrary, the Indenture Trustee shall have no liability based upon or arising from the failure to receive any notice required by or relating to the Indenture or the Notes.

If the Issuer mails a notice or communication to Noteholders, it shall mail a copy to the Indenture Trustee at the same time.

In addition to the foregoing, the Issuer and the Indenture Trustee agree to accept and act upon notice, instructions or directions pursuant to the Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the party elects to give the Indenture Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Indenture Trustee in its discretion elects to act upon such instructions, the Indenture Trustee’s understanding of such instructions shall be deemed controlling. The Indenture Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Indenture Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Indenture Trustee, including without limitation the risk of the Indenture Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Notices required to be given to the Rating Agencies by the Issuer or the Indenture Trustee shall be in writing, personally delivered or mailed certified mail, return receipt requested to, in the case of DBRS Inc., at the following address: 140 Broadway, New York, New York 10005, Attention Surveillance E-mail: ABS_Surveillance@dbrs.com and in the case of Kroll Bond Rating Agency, LLC., at the following address: 805 Third Avenue, 29th Floor, New York, NY 10022, Attention Surveillance E-mail: abssurveillance@kbra.com. Where the Indenture provides for notice to each Rating Agency, failure to furnish such notice shall not affect any other rights or obligations hereunder, and shall not under any circumstance constitute an Event of Default, Potential Event of Default, an Amortization Event or a Potential Amortization Event with respect to any Series of Notes or any other default or adverse consequence under the Transaction Documents.

(b)Where the Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if sent in writing and mailed, first class postage prepaid, to each Noteholder affected by such event, at its address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed (if any) for the giving of such notice. In any case where notice to a Noteholder is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given. Where the Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

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In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made that is satisfactory to the Indenture Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 13.5.Conflict with TIA.

If the Indenture is qualified under the TIA and any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in the Indenture by any of the provisions of the TIA, such required provision shall control.

If the Indenture is qualified under the TIA, the provisions of TIA §§ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by the Indenture) are a part of and govern the Indenture, whether or not physically contained herein.

Section 13.6.Rules by the Indenture Trustee.

The Indenture Trustee may make reasonable rules for action by or at a meeting of Noteholders.

Section 13.7.Duplicate Originals.

The parties may sign any number of copies of this Base Indenture. One signed copy is enough to prove this Base Indenture.

Section 13.8.Benefits of Indenture.

Except as set forth in an Indenture Supplement, nothing in the Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture.

Section 13.9.Payment on Business Day.

In any case where any Payment Date, redemption date or maturity date of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture) payment of interest or principal (and premium, if any), as the case may be, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the Payment Date, redemption date, or maturity date; provided, however, that no interest shall accrue for the period from and after such Payment Date, redemption date, or maturity date, as the case may be.

Section 13.10.Governing Law.

THIS BASE INDENTURE, AND ALL MATTERS ARISING FROM OR IN ANY MANNER RELATING TO THIS BASE INDENTURE, SHALL BE

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GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 13.11.Severability of Provisions.

If any one or more of the covenants, agreements, provisions or terms of the Indenture shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of the Indenture and shall in no way affect the validity of enforceability of the other provisions of the Indenture or of the Notes or rights of the Noteholders thereof.

Section 13.12.Counterparts.

This Base Indenture may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Base Indenture by facsimile transmission or electronic transmission (in pdf format) shall be as effective as delivery of a manually executed counterpart of this Base Indenture. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Base Indenture and all other Transaction Documents and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Base Indenture or any other Transaction Document or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Base Indenture or the other Transaction Documents or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Indenture Trustee or the Transfer Agent and Registrar acts on any Executed Documentation sent by electronic transmission, neither the Indenture Trustee or the Transfer Agent and Registrar will be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication, it being understood and agreed that the Indenture Trustee and the Transfer Agent and Registrar shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or

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otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Indenture Trustee or the Transfer Agent and Registrar acting on unauthorized instructions and the risk of interception and misuse by third parties.

Section 13.13.Successors.

All agreements of the Issuer in the Indenture and the Notes shall bind its successor; provided, however, the Issuer may only assign its obligations or rights under the Indenture or any Transaction Document as expressly provided herein. All agreements of the Indenture Trustee in the Indenture shall bind its successor.

Section 13.14.Table of Contents, Headings, etc.

The Table of Contents, Cross Reference Table, and headings of the Articles and Sections of this Base Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 13.15.Recording of Indenture.

If the Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel to the effect that such recording is necessary either for the protection of the Noteholders or any other person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under the Indenture or to satisfy any provision of the TIA (if the Indenture is qualified thereunder).

Section 13.16.No Petition.

The Indenture Trustee, by entering into the Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they will not at any time institute against the Issuer or join in any institution against the Issuer of, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Base Indenture or any of the other Transaction Documents.

Section 13.17.Non-Recourse.

Notwithstanding any provisions contained in the Indenture to the contrary, the Issuer shall not, and shall not be obligated to, pay any amounts (including, without limitation, fees, costs, indemnified amounts or expenses) due in connection with the Indenture other than in accordance with the Indenture, and any claim in respect of any such amounts shall be limited in recourse to the Collateral. Any amount which the Issuer does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in § 101 of the

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Bankruptcy Code against or limited liability company obligation of the Issuer for any such insufficiency unless and until funds are available for the payment of such amounts as aforesaid. The provisions of this Section 13.17 shall survive the termination of the Indenture.

Section 13.18.Waiver of Jury Trial.

EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THE NOTES, THIS BASE INDENTURE OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS BASE INDENTURE.

Section 13.19.Submission to Jurisdiction.

Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to the Notes, this Base Indenture or any Indenture Supplement, or for recognition or enforcement of any judgment arising out of or relating to the Notes, this Base Indenture or any Indenture Supplement; (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, federal court; (iii) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; and (v) consents to service of process in the manner provided for notices in Section 13.4 (provided that, nothing in this Base Indenture shall affect the right of any such party to serve process in any other manner permitted by law).

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Indenture Trustee and the Issuer have caused, this Base Indenture to be duly executed by their respective duly authorized officers as of the day and year first written above.

ONDECK ASSET SECURITIZATION TRUST III LLC, as Issuer

By: /s/ Steve Cunningham
Name: Steve Cunningham
---
Title:   Chief Financial Officer
---

[signature page to Base Indenture]

DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee

By: /s/ Susan Ashman Name: Susan Ashman<br>Title:   Associate
By: /s/ Karlene Collins Name: Karlene Collins<br>Title:   Assistant Vice President
--- ---

[signature page to Base Indenture]

SCHEDULE I TO THE BASE INDENTURE

DEFINITIONS LIST

“ACH Agreement” means an authorization agreement executed by an Obligor in favor of OnDeck relating to the Obligor’s business banking account, providing for the direct debit of payments on a Loan pursuant to OnDeck’s automatic payment plan and the direct deposit of disbursements into the Lockbox Account.

“ACH Loan” means a Loan with respect to which the underlying Obligor has entered into an ACH Agreement.

“Affiliate” means, with respect to any specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and “controlled” and “controlling” have meanings correlative to the foregoing.

“Affiliate Issuer” means any special purpose entity that is an Affiliate of OnDeck or ODK that has entered into financing arrangements that are (i) provided by third parties that are not Affiliates of OnDeck or ODK and (ii) secured by one or more Series of Notes.

“Agency Agreement” means that certain Secured Party Representative Services Agreement, dated as of June 20, 2012, between OnDeck and the UCC Agent, or any successor agreement with the UCC Agent serving substantially the same purpose.

“Aggregate Invested Amount” means the sum of the Invested Amounts with respect to all Series of Notes Outstanding.

“Amortization Event” with respect to each Series of Notes, is defined in the related Indenture Supplement.

“Amortization Requirements” means, on any date of determination, each of the Series Amortization Requirements for each Series of Outstanding Notes.

“Annual Noteholders’ Tax Statement” is defined in Section 4.4(b) of the Base Indenture.

“Applicable Law” is defined in Section 10.2(y) of the Base Indenture.

“Applicants” is defined in Section 2.8 of the Base Indenture.

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“Authorized Officer” means (a) as to the Servicer or the Sellers, any of the President, the Chief Executive Officer, the Chief Financial Officer, any Executive Vice President, any Vice President, the Treasurer, any Assistant Treasurer or the Secretary of the Servicer or the Sellers, as the case may be, and (b) as to the Issuer, any of the President, any Vice President, the Treasurer, any Assistant Treasurer or the Secretary of the Issuer.

“Automatic LOC Payment Modification” means, with respect to any LOC Loan, upon the occurrence of each Subsequent LOC Advance relating to such LOC Loan, that the scheduled loan payment obligations of the Obligor under such LOC Loan are automatically reset and restructured together with all other advances made under the related Seller LOC (based on the aggregate outstanding principal balance of all such advances) so that, with respect to all such advances, from and after the date of the last such Subsequent LOC Advance, a single periodic payment amount is owed each business day, week or month over the course of the applicable amortization period.

“Average Balance Maximum Amount” means, on any date of determination, the lowest Series Average Balance Maximum Amount with respect to any Series of Outstanding Notes.

“Backup Servicer” means Vervent Inc., and each replacement Backup Servicer under the Backup Servicing Agreement.

“Backup Servicing Agreement” means the Backup Servicing Agreement, dated as of the Initial Closing Date, by and among the Backup Servicer, the Servicer, the Issuer and the Indenture Trustee.

“Bankruptcy Code” means The Bankruptcy Reform Act of 1978, as amended from time to time, and as codified as 11 U.S.C. Section 101 et seq.

“Base Indenture” means the Base Indenture, dated as of the Initial Closing Date, between the Issuer and the Indenture Trustee, exclusive of Indenture Supplements creating Series of Notes.

“Beneficial Owner” means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as may be reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

“Book-Entry Notes” means beneficial interests in the Notes, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency as described in Section 2.10 of the Base Indenture; provided that after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Notes are issued to the Beneficial Owners, such Definitive Notes shall replace Book-Entry Notes.

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“Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or the State of California or is a day on which banking institutions located in New York or California are authorized or required by law or other governmental action to close.

“Charged-Off Loan” means a Loan that (x) has a Missed Payment Factor (i) in the case of a Daily Pay Loan, higher than 60, (ii) in the case of a Weekly Pay Loan, higher than 12, and (iii) in the case of a Monthly Pay Loan, higher than 3, or (y) consistent with the Credit Policies, has or should have been written off as uncollectable.

“Charged-Off Loan Percentage” means, with respect to any Series of Notes, the percentage specified as the “Series [#] Charged-Off Loan Percentage” in the related Indenture Supplement.

“Chattel Paper” means any “chattel paper”, as such term is defined in the UCC, including electronic chattel paper.

“Claims” means any losses, liabilities, claims and expenses (including reasonable attorney’s and other professional fees and expenses) incurred in connection with reasonable collection efforts or the defense of any suit or action.

“Class” means, with respect to any Series of Notes, any one of the classes of Notes of that Series of Notes as specified in the related Indenture Supplement.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” means the Initial Closing Date or any Series Closing Date, as the context may require.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any successor statute of similar import, in each case as in effect from time to time. References to sections of the Code also refer to any successor sections.

“Collateral” is defined in Section 3.1 of the Base Indenture.

“Collection Account” means a non-interest bearing trust account with account number [*****] entitled the “Eligible Deposit Account” maintained by the Collection Account Depository pursuant to the Collection Account Control Agreement or any successor account maintained pursuant to the Collection Account Control Agreement.

“Collection Account Control Agreement” means the collection account control agreement, by and among the Issuer, Deutsche Bank Trust Company Americas and

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the Indenture Trustee, dated as of May 5, 2021, relating to the Collection Account, or any successor agreement among the Issuer, the Collection Account Depository and the Indenture Trustee relating to the Collection Account.

“Collection Account Depository” means Deutsche Bank Trust Company Americas or any other depository institution that maintains the Collection Account pursuant to the Collection Account Control Agreement.

“Collections” means (i) any and all cash collections and other cash proceeds of the Pooled Loans (whether in the form of cash, checks, wire transfers, electronic transfers or any other form of cash payment), including, without limitation, all prepayments, all overdue payments, all prepayment penalties and early termination penalties, all finance charges, if any, all amounts collected as interest, fees (including, without limitation, any servicing fees, any origination fees, any loan guaranty fees and, any platform fees), or charges for late payments with respect to the Pooled Loans, all recoveries with respect to all Pooled Loans that became Charged-Off Loans (net of amounts, if any, retained by any third party collection agent), all proceeds of any sale, transfer or other disposition of Pooled Loans and (ii) Repurchase Payments deposited by the Sellers into the Collection Account in accordance with Section 3.01(e) of the Loan Purchase Agreement.

“Combined LOC OPB” means, as of any date of determination with respect to each LOC Loan owned by the Issuer, the aggregate unpaid principal balance of such LOC Loan and all other LOC Loans representing an advance under the related Seller LOC as set forth on the Servicer’s books and records as of the close of business on the immediately preceding Business Day, which, for the avoidance of doubt, shall be reflected on the Servicer’s books and records as only one aggregate LOC Loan owed by the applicable Obligor.

“Committed Purchaser” means a Person that has committed to purchase one or more Classes of a Series of Notes (or portion thereof) from the Issuer from time to time.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person (a) with respect to any indebtedness, lease, dividend, letter of credit or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof or (b) under any letter of credit issued for the account of that Person or for which that Person is otherwise liable for reimbursement thereof. Contingent Obligations shall include (a) the direct or indirect guarantee, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another and (b) any liability of such Person for the obligations of another through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of

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loans, advances, stock purchases, capital contributions or otherwise), (ii) to maintain the level of income or financial condition of another or (iii) to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, if in the case of any agreement described under subclause (i) or (ii) of this sentence the primary purpose or intent thereof is as described in the preceding sentence. The amount of any Contingent Obligation of any Person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the obligation so guaranteed or otherwise supported and (b) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Contingent Obligation, unless the obligation so guaranteed or otherwise supported and the maximum amount for which such Person may be liable are not stated or determinable, in which case the amount of such Contingent Obligation shall be such Person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

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

“Controlled Group” means, with respect to any Person, such Person, whether or not incorporated, and any corporation, trade or business that is, along with such Person, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Sections 414(b) and (c), respectively of the Code.

“Corporate Trust Office” means the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of the Base Indenture is located (i) for purposes of surrender, transfer or exchange of any Note, Deutsche Bank Trust Company Americas, c/o DB Services Americas, Inc., 5022 Gate Parkway, Suite 200, Jacksonville, Florida 32256, Attn: Transfer Unit, and (ii) for all other purposes, at Deutsche Bank Trust Company Americas, c/o Deutsche Bank National Trust Company, 1761 E. Saint Andrew Place, Santa Ana, California 92705, Attention: Trust Administration–ODASTB.

“Credit Policies” means the credit policies and procedures of each of OnDeck and ODK, including the underwriting guidelines and the OnDeck Score^®^ methodology, and the collection policies and procedures of OnDeck and ODK, in each case in effect as of the Initial Closing Date and described on Exhibit C to the Loan Purchase Agreement, as such policies, procedures, guidelines and methodologies may be amended from time to time in accordance with Section 4.08, Section 4.09 and Section 4.14 of the Loan Purchase Agreement.

“Credit Sponsor” means, with respect to any Loan, (i) Celtic Bank, a Utah chartered industrial bank or (ii) any other institution organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities that originates and owns Loans for one or both of the Sellers pursuant to a Loan Program Agreement; provided, however, that upon execution of

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a Loan Program Agreement with any such other institution and intent to use, such Seller shall deliver prompt written notification to each rating agency then rating any series of notes outstanding.

“Custodial Agreement” means the Custodial Agreement, dated as of the Initial Closing Date, by and among the Issuer, the Servicer, the Custodian and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Custodian” means Deutsche Bank Trust Company Americas, and each successor Custodian under the Custodial Agreement.

“Daily Pay Loan” means any Loan the Loan Payment Date for which is every Business Day.

“Definitions List” means this Definitions List, as amended, restated, modified or supplemented from time to time.

“Definitive Notes” is defined in Section 2.10 of the Base Indenture.

“Delinquent Loan” means, as of any date of determination, any Loan with a Missed Payment Factor of one or higher as of such date.

“Deposit Date” means each Business Day on which Collections are deposited in the Collection Account.

“Deposit Report” is defined in Section 4.1 of the Base Indenture.

“Depository” is defined in Section 2.10 of the Base Indenture.

“Depository Agreement” means, with respect to a Series of Notes having Book-Entry Notes, unless otherwise provided in the related Indenture Supplement, the agreement among the Issuer, the Indenture Trustee and the Clearing Agency.

“Dollar” and the symbol “$” mean the lawful currency of the United States.

“E-Sign Loan” means any Loan for which the signature or record of agreement of the Obligor thereof is obtained through the use and capture of electronic signatures, click-through consents or other electronically recorded assents.

“Eligible Deposit Account” means (a) a segregated identifiable trust account established in the trust department of a Qualified Trust Institution or (b) a separately identifiable deposit account established in the deposit taking department of a Qualified Institution; provided that, solely for the Lockbox Account, if a separately identifiable deposit account established at Veritex Community Bank does not qualify as an Eligible Deposit Account under the foregoing (a) or (b), such account shall be considered an Eligible Deposit Account so long as Veritex Community Bank has a senior unsecured

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debt rating by KBRA or any other rating agency of BBB- or higher (or such other rating agency's equivalent rating).

“Eligible Loan” means a Loan that satisfied each of the following criteria as of the Transfer Date for such Loan, with respect to the transferring Seller:

(a)such Loan represents a legal, valid and binding obligation of the related Obligor and related Guarantor, enforceable against such Obligor and related Guarantor, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

(b)such Loan was originated in the ordinary course of such Seller’s or the Credit Sponsor’s business;

(c)such Loan was underwritten and originated in accordance with the Credit Policies;

(d)such Loan was originated in all material respects in accordance with, and complies in all material respects with, all applicable Requirements of Law, including any applicable usury laws and credit protection laws;

(e)such Loan is due from an Eligible Obligor;

(f)all obligations under such Loan are guaranteed pursuant to an unconditional personal guaranty by the related Guarantor;

(g)such Loan satisfies each of the Amortization Requirements in effect on such Transfer Date;

(h)such Loan satisfies each of the Scheduled Payment Requirements in effect on such Transfer Date;

(i)the Obligor thereof submitted no fewer than the Minimum Bank Account Statements in respect of its business banking account to such Seller in connection with its application for such Loan;

(j)such Loan is a Daily Pay Loan, a Weekly Pay Loan or a Monthly Pay Loan;

(k)such Loan is denominated and payable in Dollars;

(l)such Loan is an ACH Loan and is being paid by the direct debit of Payments from the operating bank account of the Obligor thereof;

(m)the Loan Agreement related to such Loan requires that the Loan proceeds be used for business purposes and not for personal, family or household

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purposes, and such Loan (other than LOC Loans) has been fully disbursed and the obligor thereof has no additional right to further fundings under the related Loan Agreement;

(n)the proceeds of such Loan were not used to satisfy, in whole or part, any Indebtedness owed or owing by the Obligor thereof to such Seller, a Credit Sponsor, the Issuer or any Affiliate of such Seller, except for (x) any refinancing of an existing Loan if all Payments under such existing Loan were contractually current prior to its refinancing and either (i) the obligor has paid at least the Minimum Payment Percentage of the Loan at the time of its refinancing or (ii) at least six months have elapsed from the original origination of such Loan and (y) any COVID Period Renewal Loan;

(o)such Loan (i) is not subject to any defense (including any defense arising out of violations of usury laws), counterclaim, right of set off or right of rescission (or any such right of rescission has expired in accordance with applicable law) and (ii) is due from an Obligor that has not asserted any defense, counterclaim, right of set off or right of rescission with respect to such Loan;

(p)such Loan was originated by such Seller or a Credit Sponsor without fraud on the part of any Person, including, without limitation, the Obligor thereof or any other party involved in its origination;

(q)such Loan is not a Charged-Off Loan and has not been Re-Aged;

(r)(i) if such Loan is a Daily Pay Loan, as of the Loan Determination Date in effect for such Transfer Date, at least one Payment had been received on such Loan, such Loan was not a Delinquent Loan and such Seller had no actual knowledge of the existence of any default, breach, violation or other event permitting the acceleration of the maturity of such Loan under the terms of the related Loan Agreement or that with notice or the lapse of time would permit acceleration of such Loan under the terms of the related Loan Agreement or (ii) if such Loan is a Weekly Pay Loan or a Monthly Pay Loan, as of the Loan Determination Date in effect for such Transfer Date, such Loan was not a Delinquent Loan and such Seller had no actual knowledge of the existence of any default, breach, violation or other event permitting the acceleration of the maturity of such Loan under the terms of the related Loan Agreement or that with notice or the lapse of time would permit acceleration of such Loan under the terms of the related Loan Agreement;

(s)such Loan has an original principal amount, or, in the case of a LOC Loan for which there has been a Subsequent LOC Advance, an Outstanding Principal Balance as of the date of the most recent Subsequent LOC Advance in respect of such Loan, that does not exceed the Maximum Initial Principal Balance in effect on such Transfer Date;

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(t)such Loan has an original term, or with respect to a LOC Loan, an “applicable amortization period”, that does not exceed the Maximum Original Term in effect on such Transfer Date;

(u)such Loan has a Loan Yield greater than or equal to 10.0% per annum;

(v)such Loan is due from an Obligor that was assigned an OnDeck Score^®^ greater than or equal to 442 as of the date of its underwriting;

(w)such Loan is guaranteed by at least one Guarantor that had a FICO^®^ score of 500 or greater as of the date of its underwriting;

(x)such Loan has been serviced by the Servicer since origination in all material respects in accordance with the Servicing Standard;

(y)none of the terms, conditions or provisions of such Loan or the related Loan Agreement has been amended, modified, restructured or waived except (i) in accordance with the Credit Policies and (ii) solely in the case of a LOC Loan, (x) in connection with an Automatic LOC Payment Modification, (y) for changes to the applicable Loan Agreement consistent with the changes reflected in a successor form of Loan Agreement approved in accordance with the terms of the Loan Purchase Agreement, or (z) solely with respect to changes to the “credit limit”, the “applicable APR” or the “applicable amortization period” of such LOC Loan, in each case made pursuant to and in accordance with the express terms of such Loan Agreement;

(z)such Loan constitutes an “account” (as defined in the UCC), a “payment intangible” (as defined in the UCC) or proceeds thereof and is not Chattel Paper;

(aa)if such Loan was originated by such Seller, it was originated in, and is governed by the laws of a Permitted State;

(bb)if such Loan was originated by a Credit Sponsor, (i) such Credit Sponsor underwrote, approved, processed and disbursed the proceeds of such Loan out of an office or branch of such Credit Sponsor in a jurisdiction where such Credit Sponsor is authorized to do business and (ii) such Loan is governed by the laws of a jurisdiction where such Credit Sponsor is authorized to do business;

(cc)immediately prior to the sale or contribution of such Loan to the Issuer pursuant to the Loan Purchase Agreement, such Seller had good and marketable title to such Loan, free and clear of all Liens (other than any Lien which has been or will be terminated concurrently with such sale or contribution to the Issuer);

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(dd)under the related Loan Agreement such Loan is freely assignable and does not require the consent of the Obligor thereof or any other Person as a condition to any transfer, sale or assignment of any rights thereunder to or by the Issuer;

(ee)when sold or, solely if OnDeck is the Seller, contributed to the Issuer by such Seller pursuant to the Loan Purchase Agreement, such Loan will be owned by the Issuer, free and clear of all Liens (other than Permitted Liens);

(ff)such Seller has caused its master computer records relating to such Loan to be clearly and unambiguously marked to show that such Loan has been sold by such Seller and/or, solely if OnDeck is the Seller, contributed to the Issuer pursuant to the Loan Purchase Agreement and pledged by the Issuer to the Indenture Trustee pursuant to the Base Indenture;

(gg)(i) to the extent required by the Credit Policies, such Seller has filed a UCC-1 Financing Statement against the Obligor of such Loan describing such Loan and the Related Security and naming such Obligor, as debtor, and such Seller or the UCC Agent (or a wholly owned Subsidiary of the UCC Agent), as secured party, and (ii) if such UCC-1 Financing Statement names the UCC Agent (or a wholly owned Subsidiary of the UCC Agent) as secured party, (x) the Agency Agreement is in full force and effect and (y) the related Loan Agreement states that such Seller may file UCC Financing Statements against the Obligor thereof which names such Seller or its secured party representative as the secured party thereon;

(hh)copies (or electronic copies) of each of the documents required by, and listed in, the document checklist attached to the Custodial Agreement are included in the Loan File with respect to such Loan and such Loan File has been delivered to and accepted by the Custodian in accordance with Section 2.2(c) of the Custodial Agreement;

(ii)if such Loan is an E-Sign Loan, it was originated in accordance with all applicable laws governing the collection of electronic signatures or records; and

(jj)such Loan was selected from all Loans owned by such Seller satisfying each of the aforesaid criteria as of such Transfer Date using no selection procedures known to be or intended to be adverse to the Issuer or the Noteholders;

provided that for purposes of determining the eligibility of any LOC Loan as of any date of determination, for any of the foregoing criteria that reference OnDeck Scores®, FICO® score or any other metric determined by such Seller at the time of underwriting (including reference to the then current Credit Policies), such metric with respect to any LOC Loan shall be measured as of the date of original underwriting of such LOC Loan by such Seller; provided further that if such LOC Loan has been re-underwritten, such metric shall be measured as the date of most recent re-underwriting.

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“Eligible Obligor” means an Obligor that satisfied each of the following criteria as of the Transfer Date for the related Loan:

(a)such Obligor is domiciled in the United States (or a territory thereof);

(b)such Obligor is not a Governmental Authority;

(c)such Obligor is not subject to any proceedings under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect;

(d)such Obligor is not an employee or Affiliate of the Issuer or either of the Sellers or an employee of an Affiliate of the Issuer or either of the Sellers;

(e)such Obligor is not a natural Person (other than in the case of a sole proprietorship);

(f)each Guarantor with respect to such Obligor is a natural person and is a legal U.S. resident;

(g)such Obligor has not closed or sold its business;

(h)such Obligor does not operate in a prohibited industry as described in the Credit Policies; and

(i)such Obligor is a business that has been operating for at least one (1) year.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

“Event of Default” is defined in Section 9.1 of the Base Indenture.

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

“FDIC” means the Federal Deposit Insurance Corporation.

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

“Global Note” is defined in Section 2.12 of the Base Indenture.

“Governmental Authority” means the United States of America, any state or other political subdivision thereof and any entity validly exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

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“Guarantor” means with respect to any Obligor, (a) each holder of the capital stock (or equivalent ownership or beneficial interest) of such Obligor in the case of an Obligor which is a corporation, partnership, limited liability company, trust or equivalent entity, who has agreed to unconditionally guarantee all of the obligations of the related Obligor under the related Loan Documents or (b) the natural person operating as the Obligor, if the Obligor is a sole proprietor.

“Holder” means the Person in whose name a Note is registered in the Note Register.

“Hot Backup Servicer Trigger Event” means, with respect to any Series of Notes, each event, if any, specified as a “Series [#] Hot Backup Servicer Trigger Event” in the related Indenture Supplement.

“Indebtedness” means, as applied to any Person, without duplication, (a) all indebtedness for borrowed money, (b) that portion of obligations with respect to any lease of any property (whether real, personal or mixed) that is properly classified as a liability on a balance sheet in conformity with GAAP, (c) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money, (d) any obligation owed for all or any part of the deferred purchase price for property or services, which purchase price is (i) due more than six (6) months from the date of the incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument, (e) all indebtedness secured by any Lien on any property or asset owned by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person, and (f) without duplicating any of the foregoing, all Contingent Obligations of such Person in respect of any of the foregoing.

“Indenture” means the Base Indenture and all Supplements thereto, including any Indenture Supplement.

“Indenture Supplement” means, with respect to any Series of Notes, a supplement to the Base Indenture complying with the terms of Section 2.2 of the Base Indenture, executed in conjunction with any issuance of any Series of Notes (or, in the case of the issuance of Notes on the Initial Closing Date, the supplement executed in connection with the issuance of such Notes).

“Indenture Trustee” means the party named as such in the Indenture until a successor replaces it in accordance with the applicable provisions of the Indenture and thereafter means the successor serving thereunder.

“Independent” means, when used with respect to any specified Person, that the person (a) is in fact independent of the Issuer, any other obligor upon the Notes, the Sellers and any Affiliate of any of the foregoing persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Sellers or any Affiliate of any of the foregoing Persons and (c) is not connected

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with the Issuer, any such other obligor, the Sellers or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 13.1 of the Base Indenture made by an Independent appraiser or other expert appointed by the Issuer, and such opinion or certificate shall state that the signer has read the definition of “Independent” herein and that the signer is Independent within the meaning thereof.

“Initial Closing Date” means May 5, 2021.

“Initial Invested Amount” means, with respect to any Series of Notes, the amount specified as the “Series [#] Initial Invested Amount” in the related Indenture Supplement.

“Insolvency Event” shall be deemed to have occurred with respect to a Person if:

(a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or any substantial part of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar laws now or hereafter in effect; or

(b) such Person shall commence a voluntary case or other proceeding under the Bankruptcy Code or any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors; or

(c) the board of directors of such Person (if such Person is a corporation or similar entity) shall vote to implement any of the actions set forth in clause (b) above.

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“Invested Amount” means, with respect to any Series of Notes, the amount specified as the “Series [#] Invested Amount” in the related Indenture Supplement.

“Invested Percentage” means, with respect to any Series of Notes, the percentage specified as the “Series [#] Invested Percentage” in the related Indenture Supplement.

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

“Issuer” means OnDeck Asset Securitization Trust III LLC, a Delaware limited liability company and its permitted successors and assigns.

“Issuer Accounts” means the Collection Account, the Lockbox Account and each Series Account.

“Issuer Assets” means all assets of the Issuer, including, among other things, the Pooled Loans, the Loan Documents and the other Related Security with respect to the Pooled Loans, the Collection Account, the Lockbox Account, the Transaction Documents and all proceeds of the foregoing.

“Issuer Certificate of Formation” means the Certificate of Formation of the Issuer, dated as of April 1, 2021.

“Issuer Limited Liability Company Agreement” means the Limited Liability Company Agreement of the Issuer, dated as of April 12, 2021, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Issuer Obligations” means all principal and interest, at any time and from time to time, owing by the Issuer on the Notes and all costs, fees and expenses payable by, or obligations of, the Issuer under the Base Indenture, each Indenture Supplement, and each other Transaction Document to which it is a party.

“Issuer Order” and “Issuer Request” means a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.

“Legal Final Payment Date” means, with respect to any Series of Notes, the date, if any, stated in the related Indenture Supplement as the date on which such Series of Notes is required to be paid in full.

“Lien” means, when used with respect to any Person, any interest in any real or personal property, asset or other right held, owned or being purchased or acquired by such Person which secures payment or performance of any obligation, and shall include any mortgage, lien, pledge, encumbrance, charge, retained security title of a conditional vendor or lessor, or other security interest of any kind, whether arising under a security

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agreement, mortgage, lease, deed of trust, chattel mortgage, assignment, pledge, retention or security title, financing or similar statement, or notice or arising as a matter of law, judicial process or otherwise (including, without limitation, arising under or established in connection with, Title IV of ERISA).

“Loan” means any (i) loan or similar contract or (ii) “payment intangible” (as defined in the UCC) representing a fully disbursed portion of a Seller LOC, in each case, with an Obligor pursuant to which the applicable Seller or the Credit Sponsor extends credit to such Obligor pursuant to a Loan Agreement, including all rights under any and all security documents or supporting obligations related thereto, including the applicable Loan Documents.

“Loan Agreement” means, collectively, with respect to any (i) Loan (other than a LOC Loan), a Business Loan and Security Agreement, substantially in the form of Exhibit D-1 to the Loan Purchase Agreement, as such form may be amended, supplemented or otherwise modified from time to time in accordance with Section 4.08 of the Loan Purchase Agreement, and a Business Loan and Security Agreement Supplement, substantially in the form of Exhibit D-2 to the Loan Purchase Agreement, as such form may be amended, supplemented or otherwise modified from time to time in accordance with Section 4.08 of the Loan Purchase Agreement and (ii) LOC Loan, a Business Line of Credit Agreement, or a Business Line of Credit Agreement Supplement, in each case, substantially in the forms of Exhibit D-3 and Exhibit D-4, as such forms may be amended, supplemented or modified from time to time in accordance with Section 4.08 of the Loan Purchase Agreement.

“Loan Determination Date” means, on any date of determination, for any Transfer Date, the Series Loan Determination Date with the least number of Business Days prior to such Transfer Date with respect to any Series of Outstanding Notes.

“Loan Documents” means, collectively, with respect to any Loan, the Loan Agreement and the Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debit), in substantially the forms attached as Exhibit E-1 to the Loan Purchase Agreement, as such form may be amended, supplemented or otherwise modified from time to time in accordance with Section 4.08 of the Loan Purchase Agreement and the other documents related thereto to which the Obligor thereof is a party.

“Loan File” means, with respect to any Loan, (i) copies of each applicable document listed in the definition of “Loan Documents,” (ii) other than with respect to a LOC Loan, the UCC financing statement, if any, filed against the Obligor thereof in connection with the origination of such Loan and (iii) copies of each of the documents required by, and listed in, the document checklist attached to the Custodial Agreement, each of which may be in electronic form.

“Loan Payment Date” means, with respect to any Loan, the date a scheduled payment is due in accordance with the Loan Agreement with respect to such Loan as in effect as of the date of determination.

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“Loan Program Agreement” means the (i) the Amended and Restated Business Loan Marketing, Servicing and Purchase Agreement, dated as of December 15, 2020, among the Sellers and Celtic Bank Corporation, a Utah industrial bank, including all amendments, supplements or modifications thereto, and (ii) any other agreement between the Sellers and a Credit Sponsor pursuant to which the Sellers may refer applicants for small business loans conforming to the Credit Policies to such Credit Sponsor and such Credit Sponsor has the discretion to fund or not fund a loan to such applicant based on its own evaluation of such applicant and containing those provisions as are reasonably necessary to ensure that the transfer of small business loans by such Credit Sponsor to the Sellers thereunder are treated as absolute sales.

“Loan Purchase Agreement” means that certain Loan Purchase Agreement dated as of the Initial Closing Date, by and among the Issuer and the Sellers, whereby each Seller has agreed to sell and the Issuer has agreed to purchase Eligible Loans from the Seller from time to time.

“Loan Yield” means, with respect to any Loan, the imputed interest rate that is calculated on the basis of an expected aggregate annualized rate of return (calculated inclusive of all interest and fees (other than any Upfront Fees or maintenance fees with respect to LOC Loans)) of such Loan over the life of such Loan (assuming in the case of a Loan that is a Daily Pay Loan, 252 Loan Payment Dates per annum, assuming in the case of a Loan that is a Weekly Pay Loan, 52 Loan Payment Dates per annum and, assuming in the case of a Loan that is a Monthly Pay Loan, 12 Loan Payment Dates per annum).

“LOC Loan” means a Pooled Loan representing an advance under a Seller LOC offered to the related Obligor, together with the monthly maintenance fees under such Seller LOC, in each case, as modified from time to time pursuant to all Automatic LOC Payment Modifications with respect to such LOC Loan made in accordance with the terms of the applicable Loan Agreement in connection with each Subsequent LOC Advance under such LOC Loan; provided, however, that notwithstanding the foregoing, with respect to any Seller LOC and any advance thereunder, “LOC Loan” shall only include a Seller’s rights, title, interests, remedies, powers and privileges and obligation, if any, to receive payment and/or enforce remedies under such Seller LOC with regard to the fully disbursed portion of such Seller LOC represented by such advance and shall exclude such Seller’s rights, title, interests, remedies, powers and privileges to (i) make future advances under the Seller LOC under which such LOC Loan was originated and (ii) any subsequently disbursed portion of such Seller LOC unless and until transferred pursuant to the Loan Purchase Agreement.

“Lockbox Account” means a deposit account with account number [*****] maintained by Veritex Community Bank in the name of the Issuer pursuant to the Lockbox Account Control Agreement or any successor deposit account maintained pursuant to the Lockbox Account Control Agreement.

“Lockbox Account Control Agreement” means the agreement, dated as of the Initial Closing Date, by and among the Issuer, the Lockbox Account Depository, and

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the Indenture Trustee, relating to the Lockbox Account, or any successor agreement among the Issuer, the Lockbox Account Depository and the Indenture Trustee relating to the Lockbox Account.

“Lockbox Account Depository” means Veritex Community Bank or any other depository institution that maintains the Lockbox Account pursuant to the Lockbox Account Control Agreement.

“Majority in Interest” has the meaning specified, with respect to any Series of Notes, in the applicable Indenture Supplement.

“Material Adverse Effect” means, with respect to any event or circumstance and any Person, a material adverse effect on:

(i) the business, assets, financial condition or results of operations of such Person and its consolidated Subsidiaries, if any, taken as a whole;
(ii) the ability of such Person to perform its material obligations under the Transaction Documents;
--- ---
(iii) the validity or enforceability of any Transaction Document to which such Person is a party; or
--- ---
(iv) the existence, perfection, priority or enforceability of any security interest in a material amount of the Collateral granted to the Indenture Trustee pursuant to the Base Indenture.
--- ---

“Material Modification” means, with respect to any Loan, (a) a reduction in the interest rate, an extension of the term, a reduction in, or change in frequency of, any required Payment or an extension of a Loan Payment Date, in each case other than a temporary holds or a temporary modification made in accordance with the Credit Policies, or (b) a reduction in the Outstanding Principal Balance; provided that with respect to any LOC Loan, none of the following modifications shall constitute a Material Modification: (i) an Automatic LOC Payment Modification, (ii) changes to the “credit limit”, the “applicable APR” or the “applicable amortization period” set forth in the applicable Loan Agreement that are effective as of the immediately following Subsequent LOC Advance, or (iii) changes to the applicable Loan Agreement consistent with changes reflected in a successor form of Loan Agreement approved in accordance with the Loan Purchase Agreement.

“Maximum Initial Principal Balance” means, on any date of determination, the lowest Series Maximum Initial Principal Balance with respect to any Series of Outstanding Notes.

“Maximum Original Term” means, on any date of determination, the lowest Series Maximum Original Term with respect to any Series of Outstanding Notes.

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“Minimum Bank Account Statements” means, on any date of determination, the highest Series Minimum Bank Account Statements with respect to any Series of Outstanding Notes.

“Minimum Payment Percentage” means, on any date of determination, the highest Series Minimum Payment Percentage with respect to any Series of Outstanding Notes.

“Missed Payment Factor” means, in respect of any Loan, the sum of (a) the amount equal to (i) the total past due amount of scheduled loan payments in respect of such Loan, divided by (ii) the required daily, weekly or monthly scheduled loan payment in respect of such Loan as set forth in the related Loan Agreement, determined without giving effect to any temporary modifications of such required scheduled loan payment then applicable to such Loan and (b) the number of Loan Payment Dates, if any, past the maturity date of such Loan on which a scheduled loan payment was due but not received.

“Monthly Pay Loan” means, any Loan the Loan Payment Date for which is one identified business day (subject to adjustment in accordance with the applicable Loan Agreement) per calendar month.

“Monthly Period” means the period from and including the first day of a calendar month to and including the last day of such calendar month, provided, however, that the initial Monthly Period shall commence on the Initial Closing Date and end on the last day of the calendar month in which the Initial Closing Date occurs.

“Monthly Reporting Date” means the Business Day prior to each Payment Date.

“Monthly Settlement Statement” means, with respect to each Series of Notes Outstanding, the settlement statement specified in, or substantially in the form attached to, the related Indenture Supplement.

“Moody’s” means Moody’s Investors Service, Inc. and its permitted successors and assigns.

“Note Rate” means, with respect to the Notes of any Series and any Class thereof, the annual rate at which interest accrues on such Notes (or the formula on the basis of which such rate shall be determined) as stated in the related Indenture Supplement.

“Note Register” means the register maintained pursuant to Section 2.4(a) of the Base Indenture, providing for the registration of the Notes and transfers and exchanges thereof.

“Noteholder” means the Person in whose name a Note is registered in the Note Register.

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“Notes” means any Series of Notes issued pursuant to an Indenture Supplement.

“Notice of Acceleration” is defined in Section 9.2 of the Base Indenture.

“Obligor” means with respect to any Loan, the Person or Persons obligated to make payments with respect to such Loan, excluding any Guarantor referred to in clause (a) of the definition of “Guarantor.”

“ODK” means ODK Capital, LLC, a Delaware limited liability company.

“Officer’s Certificate” means a certificate signed by an Authorized Officer of the Issuer, a Seller, or the Servicer, as the case may be.

“OnDeck” means On Deck Capital, Inc., a Delaware Corporation.

“OnDeck Score^®^” means that numerical value that represents the a Seller’s evaluation of the creditworthiness of a business and its likelihood of default on a commercial loan or other similar credit arrangement generated by a proprietary methodology developed and maintained by OnDeck, as such methodology is applied in accordance with the other aspects of the Credit Policies, as such methodology may be revised and updated from time to time in accordance with Section 4.08 and Section 4.14 of the Loan Purchase Agreement; provided, however, that, for purposes of the Transaction Documents, the OnDeck Score^®^ of each Loan shall not be determined by such Seller or the Servicer using any version of the OnDeck’s proprietary risk scoring model other than version 5 thereof without satisfying the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to such other version.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Indenture Trustee. The counsel may be an employee of or counsel to the Issuer, the Sellers, the Servicer, or any Affiliate thereof, as the case may be.

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its by-laws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement and (d) with respect to any limited liability company, its articles of organization or certificate of formation and its operating agreement.

“Outstanding” has the meaning, with respect to any Series of Notes, set forth in the related Indenture Supplement.

“Outstanding Principal Balance” means, as of any date with respect to any (i) Loan that is not a LOC Loan, the unpaid principal balance of such Loan as set forth on the Servicer’s books and records as of the close of business on the immediately preceding Business Day and (ii) LOC Loan, the Combined LOC OPB of such LOC Loan (without

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duplication); provided, however, that the Outstanding Principal Balance of any Loan that has become a Charged-Off Loan shall be zero.

“Overpayment Amounts” means, as of any date with respect to any Pooled Loan, any amounts collected as a result of overpayment or similar error by the related Obligor; provided, that, no such amounts collected from an Obligor shall constitute Overpayment Amounts unless such amounts are returned to the related Obligor.

“Paying Agent” means any paying agent appointed pursuant to Section 2.6 of the Base Indenture.

“Payment” means, with respect to any Loan, any amount due thereon, as set forth in the related Loan Agreement.

“Payment Date” means, with respect to any Series of Notes, the payment date specified in the related Indenture Supplement.

“Pension Plan” means any “employee pension benefit plan”, as such term is defined in ERISA, that is subject to Title IV of ERISA (other than a “multiemployer plan”, as defined in Section 4001 of ERISA) and to which any company in the Controlled Group has liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA for any time within the preceding five (5) years or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Permitted Investments” means, subject to Section 8.27 of the Base Indenture, negotiable instruments or securities, payable in Dollars, issued by a Person organized under the laws of the United States of America and represented by instruments in bearer or registered or in book-entry form which evidence (excluding any security with the “r” symbol attached to its rating):

(i) obligations the full and timely payment of which are to be made by or is fully guaranteed by the United States of America other than financial contracts whose value depends on the values or indices of asset values;

(ii) demand deposits of, time deposits in, or certificates of deposit issued by, any depositary institution or trust company incorporated under the laws of the United States of America or any state thereof whose short-term debt is rated P-1 or higher by Moody’s and “A-1+” or higher by S&P and subject to supervision and examination by Federal or state banking or depositary institution authorities; provided, however, that at the earlier of (x) the time of the investment and (y) the time of the contractual commitment to invest therein, the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depositary institution or trust company shall have a credit rating from S&P of not lower than “AA”;

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(iii) commercial paper having, at the earlier of (x) the time of the investment and (y) the time of the contractual commitment to invest therein, a rating from Moody’s of “P-1” and S&P of “A-1+”;

(iv) bankers’ acceptances issued by any depositary institution or trust company described in clause (ii) above;

(v) Eurodollar time deposits having a credit rating from Moody’s of “P-1” and S&P of “A-1+”; and

(vi) any other instruments or securities, if the Rating Agencies confirm in writing that the investment in such instruments or securities shall not adversely affect any ratings with respect to any Series of Notes.

“Permitted Liens” means (i) Liens for current taxes not delinquent or for taxes being contested in good faith and by appropriate proceedings, and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carrier’s Liens, and other Liens imposed by law, securing obligations arising in the ordinary course of business that are not more than thirty (30) days past due or are being contested in good faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP and (iii) Liens in favor of the Indenture Trustee for the benefit of the Noteholders.

“Permitted Loan Repurchase” has the meaning set forth in the Loan Purchase Agreement.

“Permitted State” means (i) Virginia and (ii) any other state selected by OnDeck that satisfies the Rating Agency Condition.

“Person” means any natural person, corporation, business trust, joint venture, association, limited liability company, partnership, joint stock company, corporation, trust, unincorporated organization or Governmental Authority.

“Pledged Equity Collateral Agent” means any trustee or collateral agent acting on behalf of any Pledged Equity Secured Party with respect to any of the SPV Issuer Equity.

“Pledged Equity Lender” means any Person who is a lender with respect to indebtedness of OnDeck where such indebtedness is secured by any of the SPV Issuer Equity.

“Pledged Equity Secured Party” means any Person who is (i) a secured party under a Pledged Equity Security Agreement or (ii) a Pledged Equity Lender.

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“Pledged Equity Security Agreement” means any security agreement or intercreditor agreement with respect to any indebtedness of OnDeck where such indebtedness is secured by any of the SPV Issuer Equity.

“Pool Outstanding Principal Balance” means, as of any date of determination, the sum of the Outstanding Principal Balances for all Pooled Loans as of such date.

“Pooled Loan” means each Loan purchased by the Issuer from a Seller or contributed to the Issuer by OnDeck on the Initial Closing Date pursuant to the Loan Purchase Agreement or purchased by the Issuer from a Seller or contributed to the Issuer by OnDeck on any subsequent Transfer Date pursuant to the Loan Purchase Agreement and which has not (x) become a Warranty Repurchase Loan or a Charged-Off Loan or (y) been released from the Collateral pursuant to the Base Indenture. Each Pooled Loan shall be listed on the Schedule of Pooled Loans maintained by the Servicer.

“Potential Amortization Event” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute an Amortization Event.

“Potential Event of Default” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute an Event of Default.

“Potential Servicer Default” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute a Servicer Default.

“Prepayment Amount” means, with respect to any Series of Notes, the amount specified as the “Series [#] Prepayment Amount” in the related Indenture Supplement.

“Principal Terms” is defined in Section 2.2(c) of the Base Indenture.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Qualified Institution” means a depository institution organized under the laws of the United States of America or any State thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities which at all times is rated not less than “A-” by Standard & Poor’s and “A3” by Moody’s (provided that if such depository institution is rated by only one of Standard & Poor’s or Moody’s, then such rating must be no less than “A-“ if it is rated by Standard & Poor’s or “A3” if it is rated by Moody’s) and, in the case of any such institution organized under the laws of the United States of America, whose deposits are insured by the FDIC.

“Qualified Trust Institution” means an institution organized under the laws of the United States of America or any State thereof or incorporated under the laws of a

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foreign jurisdiction with a branch or agency located in the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities which at all times (i) is authorized under such laws to act as a trustee or in any other fiduciary capacity and (ii) has a long term issuer credit rating of not less than “BBB+” by S&P and a long term deposit rating of not less than “Baa1” by Moody’s; provided that if such institution is rated by only one of Standard & Poor’s or Moody’s, then such rating must be no less than “BBB+” if it is rated by Standard & Poor’s or “Baa1” if it is rated by Moody’s.

“Rating Agency” means, with respect to each Series of Notes, the rating agency or agencies, if any, specified in the related Indenture Supplement; provided, that, if a Rating Agency ceases to rate the Notes of any Series, such Rating Agency shall be deemed to no longer constitute a Rating Agency for all purposes with respect to such Series for so long as such Rating Agency does not rate such Notes.

“Rating Agency Condition” means, unless otherwise specified in the related Indenture Supplement for any Outstanding Class of any Series of Notes, with respect to any action subject to such condition, (i) the notification in writing by each Rating Agency then rating any Outstanding Class of any Series of Notes (which notification may be in the form of e-mail, facsimile, press release, posting to its internet website or other such means then considered industry standard as determined by the applicable Rating Agency) that a proposed action will not result in a reduction or withdrawal by such Rating Agency of the rating of such Class, or (ii) if a Rating Agency then rating any Outstanding Class of any Series of Notes has indicated that it will not provide written notification in the affirmative or the negative as to whether such proposed action will result in a reduction or withdrawal by such Rating Agency of the rating or credit risk assessment of such Class, then as to such Rating Agency the Issuer shall have provided written (including in the form of e-mail) notice of the proposed action to each such Rating Agency at least ten (10) Business Days prior to the effective date of such action (or such shorter notice period if specified in the Base Indenture or the applicable Indenture Supplement with respect to any specific action, or if ten (10) Business Days prior notice is impractical, such advance notice as is reasonably practicable).

“Re-Aged” means returning a delinquent, open-end account to current status without collecting the total amount of principal, interest, and fees that are contractually due; provided that no Loan shall be considered Re-Aged due to a Material Modification made in accordance with the Servicing Agreement and the Credit Policies.

“Record Date” means, with respect to each Series of Notes, the dates specified in the related Indenture Supplement.

“Records” means all Loan Files and all other documents, books, records and other information, including, without limitation, computer programs, discs, data processing software and related property and rights maintained by the Sellers or the Servicer or any of their respective Affiliates with respect to such Loan Files, the related Loans and the related Obligors and Guarantors.

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“Registered Notes” is defined in Section 2.1 of the Base Indenture.

“Related Security” means with respect to any Loan, (i) the related Loan Documents and each document contained in the Loan File related to such Loan, and all rights, remedies, powers and privileges thereunder, (ii) all security interests or Liens and property subject thereto from time to time purporting to secure payment of such Loan and all contract rights, rights to payment of money and insurance claims related to such Loan, (iii) all other agreements or arrangements of whatever character (including, without limitation, guaranties, letters of credit, letter-of-credit rights, supporting obligations or other credit support) from time to time supporting or securing payment of such Loan and all rights under warranties or indemnities thereunder, (iv) any UCC financing statements filed by a Credit Sponsor, a Seller or the UCC Agent (or a wholly owned Subsidiary of the UCC Agent) against the related Obligor, (v) all products and proceeds (including “proceeds” as defined in the UCC) of such Loan and (vi) all products and proceeds of any of the foregoing (items (i) through (v)); provided, however, that notwithstanding the foregoing, with respect to any LOC Loan, “Related Security” shall only include such Seller’s rights, title, interests, remedies, powers and privileges to receive payment and/or enforce remedies under such LOC Loan and shall exclude such Seller’s rights, title, interests, remedies, powers, privileges and obligations, if any, to make future advances under the Seller LOC under which such LOC Loan was originated.

“Repurchase Payment” means, with respect to a Warranty Repurchase Loan, a payment equal to the Outstanding Principal Balance of such Warranty Repurchase Loan plus accrued and unpaid interest thereon as of the date of the purchase thereof by a Seller.

“Repurchased Loans” means, any Loans purchased by a Seller of Loans through a Permitted Loan Repurchase.

“Required Asset Amount” means, with respect to any Series of Notes, the amount specified as the “Series [#] Required Asset Amount” in the related Indenture Supplement.

“Required Noteholders” means, with respect to an amendment, waiver or other modification, Noteholders materially and adversely affected thereby (as determined by an Officer’s Certificate of the Issuer to such effect) holding not less than 66⅔% of the sum of (a) the aggregate Invested Amount of Notes held by all Noteholders materially and adversely affected thereby and (b) the sum of the unutilized purchase commitments of all Committed Purchasers materially and adversely affected thereby (excluding, for the purposes of making the foregoing calculation, any Notes held by any Affiliate of either of the Sellers (other than an Affiliate Issuer)); provided, however, that, upon the occurrence and during the continuance of an Amortization Event with respect to any Series of Notes held by a Committed Purchaser, the unutilized purchase commitment of such Committed Purchaser with respect to such Series shall be deemed to be zero.

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“Required Rating” means a long-term unsecured debt rating of not less than “A3” by Moody’s and “A-” by S&P.

“Required Standstill Provisions” means with respect to any Pledged Equity Security Agreement and with respect to any Pledged Equity Secured Party and Pledged Equity Collateral Agent thereunder, terms pursuant to which such Pledged Equity Secured Party and Pledged Equity Collateral Agent agree substantially to the effect that:

(a) prior to the date that is one (1) year and one (1) day after the payment in full of all of the Issuer Obligations,

(i) such Pledged Equity Collateral Agent and each Pledged Equity Secured Party shall not be entitled at any time to (A) institute against, or join any other person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceeding under the laws of the United States or any State thereof or of any foreign jurisdiction, (B) transfer and register any of the SPV Issuer Equity in the name of such Pledged Equity Collateral Agent or a Pledged Equity Secured Party or any designee or nominee thereof, (C) foreclose such security interest regardless of the bankruptcy or insolvency of OnDeck or any of its Subsidiaries, (D) exercise any voting rights granted or appurtenant to such SPV Issuer Equity or (E) enforce any right that the holder such SPV Issuer Equity might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of the Issuer, and

(ii) each of such Pledged Equity Collateral Agent and each other Pledged Equity Secured Party waives and releases any right to (A) require that the Issuer be in any manner merged, combined, collapsed or consolidated with or into OnDeck or any of its Subsidiaries, including by way of substantive consolidation in a bankruptcy case or similar proceeding, (B) require that the status of the Issuer as a separate entity be in any respect disregarded or (C) contest or challenge, or join any other Person in contesting or challenging, the transfers of any Loans and related assets from OnDeck or any of its Subsidiaries to the Issuer, whether on grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a transfer other than a “true sale” or a “true contribution”;

(b) upon the transfer by OnDeck or any of its Subsidiaries (other than the Issuer or any other special purpose subsidiary of OnDeck) of Loans and related assets to the Issuer or any other such special purpose subsidiary in a securitization as permitted under such Pledged Equity Security Agreement, any liens with respect to such Loans and related assets arising under the loan and security documentation with respect to such Pledged Equity Security Agreement shall automatically be released (and the Pledged Equity Collateral Agent is

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authorized to execute and enter into any such releases and other documents as OnDeck may reasonably request in order to give effect thereto);

(c) each of such Pledged Equity Collateral Agent and each Pledged Equity Secured Party shall take no action related to any SPV Issuer Equity that would cause the Issuer to breach any of its covenants in its certificate of formation, limited liability company agreement or in any other Transaction Document or to be unable to make any representation in any such document;

(d) each of such Pledged Equity Collateral Agent and each Pledged Equity Secured Party acknowledges that it has no interest in, and shall not assert any interest in, the assets owned by the Issuer other than, following a transfer of any pledged SPV Issuer Equity to the Pledged Equity Collateral Agent in connection with any exercise of remedies pursuant to such Pledged Equity Security Agreement, the right to receive lawful dividends or other distributions when paid by the Issuer from lawful sources and in accordance with the Transaction Documents and the rights of a common member of the Issuer; and

(e) each such Pledged Equity Collateral Agent and each Pledged Equity Secured Party agree and acknowledge that: (i) each of the Indenture Trustee and any other agent and/or trustee acting on behalf of the Noteholders is an express third party beneficiary with respect to the provisions set forth in clause (a) above and (ii) each of the Indenture Trustee and any other agent and/or trustee acting on behalf of the Noteholders shall have the right to enforce compliance by the Pledged Equity Collateral Agent and each Pledged Equity Secured Party with respect to any of the foregoing clauses (a) through (d).

“Requirements of Law” means, with respect to any Person or any of its property, the certificate of incorporation or articles of association and by-laws or other organizational or governing documents of such Person or any of its property, and any law, treaty, rule or regulation, or determination of any arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, whether federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and retail installment sales acts).

“Requisite Noteholders” means Noteholders holding in excess of 50% of the sum of (a) the Aggregate Invested Amount and (b) the sum of the unutilized purchase commitments of the Committed Purchasers (excluding, for the purposes of making the foregoing calculation, any Notes held by any Affiliate of either of the Sellers (other than an Affiliate Issuer)); provided, however, that, upon the occurrence and during the continuance of an Amortization Event with respect to any Series of Notes held by a Committed Purchaser, the unutilized purchase commitment of such Committed Purchaser with respect to such Series shall be deemed to be zero.

“Responsible Officer” means, with respect to the Indenture Trustee, any officer within the Corporate Trust Office, including any vice president, assistant secretary,

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senior associate, associate, trust officer or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any Person who at the time shall be an above-designated officer and having direct responsibility for administration of the Indenture and the applicable Indenture Supplement and also any particular officer to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case who, at the time shall be an above-designated officer and shall have direct responsibility for administration of the Indenture and the applicable Indenture Supplement.

“Retention Undertaking Letter” means any letter specified as a “Series [#] Retention Undertaking Letter” in the related Indenture Supplement.

“Revolving Period” means, with respect to any Series of Notes, the period specified as the “Series [#] Revolving Period” in the related Indenture Supplement.

“S&P” means Standard & Poor’s Ratings Service, a Standard & Poor’s Financial Services LLC business and its permitted successors and assigns.

“Schedule of Pooled Loans” is defined in the Servicing Agreement.

“Scheduled Payment Requirements” means, on any date of determination, each of the Series Scheduled Payment Requirements for each Series of Outstanding Notes.

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

“Sellers” means OnDeck and ODK.

“Seller LOC” means the “Line of Credit (LOC)” product, under which a Seller or the Credit Sponsor provides a revolving line of credit to an Obligor pursuant to a Loan Agreement that meets the criteria specified with respect to such product in the Credit Policies.

“Series” means any Series of Notes, which may include within any such Series a Class or Classes of Notes subordinate to another such Class or Classes of Notes.

“Series Account” means any account or accounts established pursuant to an Indenture Supplement for the benefit of a Series of Notes.

“Series Amortization Requirements” means, with respect to any Series of Notes, the “Series [#] Amortization Requirements” in the related Indenture Supplement.

“Series Average Balance Maximum Amount” means, with respect to any Series of Notes, the “Series [#] Average Balance Maximum Amount” in the related Indenture Supplement.

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“Series Closing Date” means, with respect to any Series of Notes, the initial date of issuance of such Series of Notes, as specified as the “Series [#] Closing Date” in the related Indenture Supplement.

“Series Loan Determination Date” means, with respect to any Series of Notes, the number of Business Days set forth in “Series [#] Loan Determination Date” in the related Indenture Supplement.

“Series Maximum Initial Principal Balance” means, with respect to any Series of Notes, the “Series [#] Maximum Initial Principal Balance” in the related Indenture Supplement.

“Series Maximum Original Term” means, with respect to any Series of Notes, the “Series [#] Maximum Original Term” in the related Indenture Supplement.

“Series Minimum Bank Account Statements” means, with respect to any Series of Notes, the “Series [#] Minimum Bank Account Statements” in the related Indenture Supplement.

“Series Minimum Payment Percentage” means, with respect to any Series of Notes, the “Series [#] Minimum Payment Percentage” in the related Indenture Supplement.

“Series Scheduled Payment Requirements” means, with respect to any Series of Notes, the “Series [#] Scheduled Payment Requirements” in the related Indenture Supplement.

“Series Backup Servicing Fee” means, with respect to any Series of Notes, the amount specified as the “Series [#] Backup Servicing Fee” in the related Indenture Supplement.

“Series Servicing Fee” means, with respect to any Series of Notes, the amount specified as the “Series [#] Servicing Fee” in the related Indenture Supplement.

“Series Termination Date” means, with respect to any Series of Notes, the date specified as the “Series [#] Termination Date” in the related Indenture Supplement.

“Servicer” means OnDeck in its capacity as servicer under the Servicing Agreement and its permitted successors or assigns.

“Servicer Default” means the occurrence of a “Servicer Default” as defined in the Servicing Agreement.

“Servicing Agreement” means the Servicing Agreement, dated as of the Initial Closing Date, by and among the Issuer, the Servicer and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, and, after the appointment of any Successor Servicer, the

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Successor Servicing Agreement to which such Successor Servicer is a party, as it may be amended, restated or otherwise modified from time to time.

“Servicing Fee” is defined in the Servicing Agreement.

“Servicing Standard” is defined in the Servicing Agreement.

“Settlement Statement” is defined in Section 4.1 of the Base Indenture.

“SPV Issuer Equity” is defined in Section 7.17 of the Base Indenture

“Subsequent LOC Advance” means, with respect to any LOC Loan relating to a particular Seller LOC offered to the related Obligor, an additional LOC Loan representing a subsequent advance under such Seller LOC.

“Subsequent LOC Advance Account” means deposit account no. [*****] established pursuant to Section 5.1(e) of the Base Indenture and maintained by Deutsche Bank Trust Company Americas.

“Subsidiary” means, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the parent or (b) that is, at the time any determination is being made, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Successor Servicer” is defined in the Servicing Agreement.

“Successor Servicing Agreement” shall have the meaning attributed to such term in the Servicing Agreement.

“Supplement” means a supplement to the Base Indenture complying (to the extent applicable) with the terms of Article 12 of the Base Indenture.

“Tax Opinion” means an opinion of a nationally recognized tax counsel to be delivered in connection with the issuance of a new Series of Notes to the effect that, for United States federal income tax purposes, (i) the issuance of such new Series of Notes will not affect adversely the United States federal income tax characterization of any Series of Notes Outstanding or Class thereof that was (based upon an opinion of counsel) characterized as debt at the time of their issuance and (ii) the Issuer will not be classified as an association or a publicly traded partnership taxable as a corporation.

“TIA” means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.

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“Transaction Documents” means the Base Indenture, any Indenture Supplement, the Notes, any agreements relating to the issuance or the purchase of any of the Notes, the Issuer Limited Liability Company Agreement, the Loan Purchase Agreement, the Servicing Agreement, the Backup Servicing Agreement, the Lockbox Account Control Agreement, the Collection Account Control Agreement, the Custodial Agreement and any Retention Undertaking Letter.

“Transfer Agent and Registrar” is defined in Section 2.4 of the Base Indenture.

“Transfer Date” has the meaning assigned to such term in the Loan Purchase Agreement.

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

“UCC Agent” means Corporation Service Company, a Delaware corporation, in its capacity as agent for the Sellers under the Agency Agreement, or other entity providing secured party representation services to the Sellers.

“United States” or “U.S.” means the United States of America, its fifty States and the District of Columbia.

“Upfront Fees” means, with respect to any Loan, the sum of any fees charged by a Seller or a Credit Sponsor, as the case may be, to an Obligor in connection with the disbursement of such Loan, as set forth in the related Loan Agreement, that are deducted from the initial amount disbursed to such Obligor, including the "Origination Fee" set forth on the related Loan Agreement.

“U.S. Government Obligations” means direct obligations of the United States, or any agency or instrumentality thereof for the payment of which the full faith and credit of the United States of America is pledged as to full and timely payment of such obligations.

“Warm Backup Servicer Trigger Event” means, with respect to any Series of Notes, each event, if any, specified as a “Series [#] Warm Backup Servicer Trigger Event” in the related Indenture Supplement.

“Warranty Repurchase Loan” means a Pooled Loan that a Seller has become obligated to purchase pursuant to Section 3.01(e) of the Loan Purchase Agreement.

“Weekly Pay Loan” means any Loan the Loan Payment Date for which is one identified weekday (subject to adjustment in accordance with the applicable Loan Agreement).

“written” or “in writing” means any form of written communication, including, without limitation, by means of telex, telecopier device, telegraph or cable.

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enva-ex42_85.htm

Exhibit 4.2

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT pursuant to Item 601(b)(10) of Regulation S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

EXECUTION VERSION

ONDECK ASSET SECURITIZATION TRUST III LLC, as Issuer

and

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

SERIES 2021-1 INDENTURE SUPPLEMENT

dated as of May 5, 2021

to

BASE INDENTURE

dated as of May 5, 2021

Up to $500,000,000 of Asset Backed Notes

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Table of Contents

Page

PRELIMINARY STATEMENT 1
DESIGNATION 1
--- ---
ARTICLE I DEFINITIONS 1
--- ---
ARTICLE II ARTICLE 5 OF THE BASE INDENTURE 24
--- ---
Section 2.1 Establishment of Series 2021-1 Accounts. 24
--- ---
Section 2.2 Series 2021-1 Reserve Account 26
--- ---
Section 2.3 Indenture Trustee As Securities Intermediary. 27
--- ---
Section 2.4 Allocations with Respect to the Series 2021-1 Notes. 29
--- ---
Section 2.5 Monthly Application of Total Available Amount. 30
--- ---
Section 2.6 Distribution of Interest Payments and Principal Payments. 33
--- ---
ARTICLE III AMORTIZATION EVENTS 34
--- ---
Section 3.1 Amortization Events 34
--- ---
ARTICLE IV OPTIONAL PREPAYMENT 36
--- ---
ARTICLE V SERVICING FEE 36
--- ---
Section 5.1 Servicing Fee 36
--- ---
Section 5.2 Successor Servicing Fee 37
--- ---
ARTICLE VI FORM OF SERIES 2021-1 NOTES 37
--- ---
Section 6.1 Issuance of Series 2021-1 Notes. 37
--- ---
Section 6.2 Restricted Global Notes. 38
--- ---
Section 6.3 Temporary Global Notes and Permanent Global Notes. 38
--- ---
Section 6.4 Definitive Notes. 39
--- ---
Section 6.5 Transfer Restrictions. 39
--- ---
ARTICLE VII INFORMATION 46
--- ---
ARTICLE VIII MISCELLANEOUS 47
--- ---
Section 8.1 Ratification of Indenture. 47
--- ---
Section 8.2 Governing Law. 47
--- ---
Section 8.3 Further Assurances. 47
--- ---
Section 8.4 Exhibits. 47
--- ---
Section 8.5 No Waiver; Cumulative Remedies. 48
--- ---
Section 8.6 Amendments. 48
--- ---
Section 8.7 [Reserved]. 48
--- ---
Section 8.8 Severability. 48
--- ---
Section 8.9 Counterparts. 48
--- ---
Section 8.10 No Bankruptcy Petition. 49
--- ---
Section 8.11 Notice to Rating Agencies. 49
--- ---

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Page

Section 8.12 Annual Opinion of Counsel. 50
Section 8.13 Tax Treatment. 50
--- ---
Section 8.14 Confidentiality. 50
--- ---

EXHIBITS

Exhibit A-1: Form of Restricted Global Class A Note

Exhibit A-2: Form of Temporary Global Class A Note

Exhibit A-3: Form of Permanent Global Class A Note

Exhibit B-1: Form of Restricted Global Class B Note

Exhibit B-2: Form of Temporary Global Class B Note

Exhibit B-3: Form of Permanent Global Class B Note

Exhibit C-1: Form of Restricted Global Class C Note

Exhibit C-2: Form of Temporary Global Class C Note

Exhibit C-3: Form of Permanent Global Class C Note

Exhibit D: Form of Restricted Global Class D Note

Exhibit E-1: Form of Transfer Certificate (Restricted to Temporary)

Exhibit E-2: Form of Transfer Certificate (Restricted to Permanent)

Exhibit E-3: Form of Transfer Certificate (Temporary to Restricted)

Exhibit E-4: Form of Clearing System Certificate

Exhibit E-5: Form of Certificate of Beneficial Ownership

Exhibit F:Form of Letter of Representations For Class D Noteholders

Exhibit G: Form of Monthly Settlement Statement

Exhibit H: Form of Withdrawal Request

Exhibit I: Industry Codes

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SERIES 2021-1 SUPPLEMENT, dated as of May 5, 2021 (as amended, supplemented, restated or otherwise modified from time to time, this “Indenture Supplement”) between ONDECK ASSET SECURITIZATION TRUST III LLC, a special purpose limited liability company established under the laws of Delaware (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, in its capacity as Indenture Trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Indenture Trustee”), to the Base Indenture, dated as of May 5, 2021, between the Issuer and the Indenture Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Indenture Supplements creating new Series of Notes, the “Base Indenture”).

PRELIMINARY STATEMENT

WHEREAS, Sections 2.2 and 12.1 of the Base Indenture provide, among other things, that the Issuer and the Indenture Trustee may at any time and from time to time enter into an Indenture Supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes.

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Indenture Supplement and such Series of Notes shall be designated generally as Series 2021-1 Asset Backed Notes.

The Series 2021-1 Notes shall be issued in four (4) classes: the first of which shall be designated as Series 2021-1 Asset Backed Notes, Class A, and referred to herein as the Class A Notes, the second of which shall be designated as Series 2021-1 Asset Backed Notes, Class B, and referred to herein as the Class B Notes, the third of which shall be designated as the Series 2021-1 Asset Backed Notes, Class C, and referred to herein as the Class C Notes and the fourth of which shall be designated as the Series 2021-1 Asset Backed Notes, Class D, and referred to herein as the Class D Notes.

The Class A Notes, the Class B Notes and the Class C Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. The Class D Notes shall be issued in minimum denominations of $500,000 and integral multiples of $1,000 in excess thereof.

The net proceeds from the sale of the Series 2021-1 Notes shall be applied in accordance with Section 2.4(a).

ARTICLE I

DEFINITIONS

(a) All capitalized terms not otherwise defined herein are defined in the Definitions List attached to the Base Indenture as Schedule 1 thereto. All Article, Section or

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Subsection references herein shall refer to Articles, Sections or Subsections of this Indenture Supplement, except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2021-1 Notes and not to any other Series of Notes issued by the Issuer.

(b) The following words and phrases specified in the Base Indenture with respect to the Series 2021-1 Notes shall have the following meanings:

“Series 2021-1 Average Balance Maximum Amount” means $55,000.

“Series 2021-1 Hot Backup Servicer Trigger Event” means the occurrence of either of the following events on any Payment Date:

(a) the Three-Month Weighted Average Excess Spread on such Payment Date is less than 12.00%; or

(b) the Three-Month Average Delinquency Ratio on such Payment Date is greater than 12.50%.

“Series 2021-1 Loan Determination Date” means, for any Transfer Date, at least two (2) Business Days prior to such Transfer Date.

“Series 2021-1 Maximum Original Term” means, (i) with respect to a Daily Pay Loan, 504 Loan Payment Dates, (ii) with respect to a Weekly Pay Loan, 104 Loan Payment Dates, and (iii) with respect to a Monthly Pay Loan, 24 Loan Payment Dates.

“Series 2021-1 Maximum Initial Principal Balance” means $300,000,000.

“Series 2021-1 Minimum Payment Percentage” means the higher of (a) at least 45% of all scheduled loan payments due and payable at the time of origination under such existing Loan and (b) the percentage set forth in the Credit Policy on the applicable Transfer Date.

“Series 2021-1 Scheduled Payment Requirements” means, with respect to a Loan that scheduled loan payments are due and payable under such loan in equal installments, a portion of which is applied thereunder to the payment of interest and a portion of which is applied thereunder to the payment of principal.

“Series 2021-1 Warm Backup Servicer Trigger Event” means the occurrence of both of the following events on any Payment Date:

(a) the Three-Month Weighted Average Excess Spread on such Payment Date is greater than 15.50%; and

(b) the Three-Month Average Delinquency Ratio on such Payment Date is less than 10.50%.

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(c) The following words and phrases shall have the following meanings with respect to the Series 2021-1 Notes and the definitions of such terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neutral genders of such terms:

“30 MPF Pooled Loan” is defined in in the Loan Purchase Agreement.

“Additional Series 2021-1 Notes” is defined in Section 6.1(b).

“Adjusted Pool Outstanding Principal Balance” means, on any date of determination, the amount by which the sum of the Outstanding Principal Balances for all Pooled Loans exceeds the sum of the Outstanding Principal Balances for all 30 MPF Pooled Loans.

“Aggregate Excess Concentration Amount” means, on any date of determination, the sum of (i) the Series 2021-1 Aggregate Excess Concentration Amount and (ii) the sum of the aggregate excess concentration amounts for all other Series of Notes.

“Amortization Event” is defined in Article III.

“Annual Backup Servicer Fee Limit” means, for any Payment Date, an amount equal to the excess, if any, of (x) $200,000 over (y) the aggregate amount of the Series 2021-1 Backup Servicing Fees paid to the Backup Servicer pursuant to clause (iv) of Section 2.5(b) on the eleven (11) Payment Dates preceding such Payment Date (or, such lesser number of Payment Dates as shall have occurred since the Series 2021-1 Closing Date).

“Annual Custodian Fee Limit” means, for any Payment Date, an amount equal to the excess, if any, of (x) $15,000 over (y) the aggregate amount of fees, expenses and indemnities paid to the Custodian pursuant to clause (i) of Section 2.5(b) on the eleven (11) Payment Dates preceding such Payment Date (or, such lesser number of Payment Dates as shall have occurred since the Series 2021-1 Closing Date).

“Annual Indenture Trustee Fee Limit” means, for any Payment Date, an amount equal to the excess, if any, of (x) $135,000 over (y) the aggregate amount of fees, expenses and indemnities paid to the Indenture Trustee pursuant to clause (i) of Section 2.5(b) on the eleven (11) Payment Dates preceding such Payment Date (or, such lesser number of Payment Dates as shall have occurred since the Series 2021-1 Closing Date).

“Annual Successor Servicer Reimbursement Limit” means for any Payment Date, an amount equal to the excess, if any, of (x) $175,000 over (y) the aggregate amount of Series 2021-1 Third Party Reimbursable Items paid to the Successor Servicer pursuant to clause (ii) of Section 2.5(b) on the eleven (11) Payment Dates preceding such Payment Date (or, such lesser number of Payment Dates as shall have occurred since the Series 2021-1 Closing Date).

“Applicable Procedures” is defined in Section 6.5(c).

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“Backup Servicing Fee” is defined in in the Backup Servicing Agreement.

“Class A Adjusted Invested Amount” means, on any date of determination, the excess, if any, of (a) the Class A Invested Amount on such date over (b) the amount of cash and Permitted Investments on deposit in the Series 2021-1 Collection Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 2.4(c)) on such date.

“Class A Initial Invested Amount” means, as of any date of determination, the sum of (i) the aggregate initial principal amount of the Class A Notes, which is $200,842,000 and (ii) the aggregate initial principal amount of any Class A Additional Series 2021-1 Notes issued prior to such date, if any.

“Class A Interest Payment” means (a) for the initial Payment Date after the Series 2021-1 Closing Date (or, in the case of an additional issuance of a Class A Note after the Series 2021-1 Closing Date, the date of such issuance), the product of (i) 1/360 of the Class A Note Rate, (ii) the number of days from and including the Series 2021-1 Closing Date (or date of issuance) to and excluding the 17th day of the calendar month in which the initial (or, as applicable, next) Payment Date occurs (calculated on the basis of a 360-day year consisting of twelve 30-day months) and (iii) the Class A Initial Invested Amount and (b) for any subsequent Payment Date, the sum of (i) the product of (x) one-twelfth of the Class A Note Rate and (y) the Class A Invested Amount on the immediately preceding Payment Date (after giving effect to all payments of principal of the Class A Notes on such immediately preceding Payment Date) and (ii) the portion, if any, of the Class A Interest Payment for the immediately preceding Payment Date that was not paid on such Payment Date, together with interest thereon (to the extent permitted by law) at the Class A Note Rate.

“Class A Invested Amount” means, as of any date of determination, an amount equal to (a) the Class A Initial Invested Amount minus (b) the amount of principal payments made to the Class A Noteholders on or prior to such date.

“Class A Note Owner” means, with respect to the Series 2021-1 Global Note that is a Class A Note, the Person who is the beneficial owner of an interest in such Series 2021-1 Global Note, as reflected on the books of DTC, or on the books of a Person maintaining an account with DTC (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of DTC).

“Class A Note Rate” means 1.59% per annum.

“Class A Noteholder” means the Person in whose name a Class A Note is registered in the Note Register.

“Class A Notes” means any one of the Series 2021-1 Asset Backed Notes, Class A, executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-1, A-2 or A-3. Definitive Class A Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.11 of the Base Indenture.

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“Class A Required Enhancement Amount” means, on any date, an amount equal to the product of (a) the Class A Required Enhancement Percentage and (b) the Class A Adjusted Invested Amount on such date; provided, however, that, after the declaration or occurrence of an Amortization Event with respect to the Series 2021-1 Notes, the Class A Required Enhancement Amount shall equal the Class A Required Enhancement Amount on the date of the declaration or occurrence of such Amortization Event.

“Class A Required Enhancement Percentage” means 57.233%.

“Class A/B Adjusted Invested Amount” means, on any day, an amount equal to the sum of the Class A Adjusted Invested Amount and the Class B Adjusted Invested Amount, in each case as of such day.

“Class A/B/C Adjusted Invested Amount” means, on any day, an amount equal to the sum of the Class A Adjusted Invested Amount, the Class B Adjusted Invested Amount and the Class C Adjusted Invested Amount, in each case as of such day.

“Class A/B/C/D Adjusted Invested Amount” means, on any day, an amount equal to the sum of the Class A Adjusted Invested Amount, the Class B Adjusted Invested Amount, the Class C Adjusted Invested Amount and the Class D Adjusted Invested Amount, in each case as of such day.

“Class B Adjusted Invested Amount” means, on any date of determination, the excess, if any, of (a) the Class B Invested Amount on such date over (b) the excess, if any, of (x) the amount of cash and Permitted Investments on deposit in the Series 2021-1 Collection Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 2.4(c)) on such date over (y) the Class A Invested Amount on such date.

“Class B Initial Invested Amount” means, as of any date of determination, the sum of (i) the aggregate initial principal amount of the Class B Notes, which is $49,421,000 and (ii) the aggregate initial principal amount of any Class B Additional Series 2021-1 Notes issued prior to such date, if any.

“Class B Interest Payment” means (a) for the initial Payment Date after the Series 2021-1 Closing Date (or, in the case of an additional issuance of a Class B Note after the Series 2021-1 Closing Date, the date of such issuance), the product of (i) 1/360 of the Class B Note Rate, (ii) the number of days from and including the Series 2021-1 Closing Date (or date of issuance) to and excluding the 17th day of the calendar month in which the initial (or, as applicable, next) Payment Date occurs (calculated on the basis of a 360-day year consisting of twelve 30-day months) and (iii) the Class B Initial Invested Amount and (b) for any subsequent Payment Date, the sum of (i) the product of (x) one-twelfth of the Class B Note Rate and (y) the Class B Invested Amount on the immediately preceding Payment Date (after giving effect to all payments of principal of the Class B Notes on such immediately preceding Payment Date) and (ii) the portion, if any, of the Class B Interest Payment for the immediately preceding Payment Date that was not paid on such Payment Date, together with interest thereon (to the extent permitted by law) at the Class B Note Rate.

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“Class B Invested Amount” means, as of any date of determination, an amount equal to (a) the Class B Initial Invested Amount minus (b) the amount of principal payments made to the Class B Noteholders on or prior to such date.

“Class B Note Owner” means, with respect to a Series 2021-1 Global Note that is a Class B Note, the Person who is the beneficial owner of an interest in such Series 2021-1 Global Note, as reflected on the books of DTC, or on the books of a Person maintaining an account with DTC (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of DTC).

“Class B Note Rate” means 2.28% per annum.

“Class B Noteholder” means the Person in whose name a Class B Note is registered in the Note Register.

“Class B Notes” means any one of the Series 2021-1 Asset Backed Notes, Class B, executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit B-1, B-2 or B-3. Definitive Class B Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.11 of the Base Indenture.

“Class B Required Enhancement Amount” means, on any date, an amount equal to the product of (a) the Class B Required Enhancement Percentage and (b) the Class A/B Adjusted Invested Amount on such date; provided, however, that, after the declaration or occurrence of an Amortization Event with respect to the Series 2021-1 Notes, the Class B Required Enhancement Amount shall equal the Class B Required Enhancement Amount on the date of the declaration or occurrence of such Amortization Event.

“Class B Required Enhancement Percentage” means 26.183%.

“Class C Adjusted Invested Amount” means, on any date of determination, the excess, if any, of (a) the Class C Invested Amount on such date over (b) the excess, if any, of (x) the amount of cash and Permitted Investments on deposit in the Series 2021-1 Collection Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 2.4(c)) on such date over (y) the sum of the Class A Invested Amount and the Class B Invested Amount on such date.

“Class C Initial Invested Amount” means, as of any date of determination, the sum of (i) the aggregate initial principal amount of the Class C Notes, which is $29,210,000 and (ii) the aggregate initial principal amount of any Class C Additional Series 2021-1 Notes issued prior to such date, if any.

“Class C Interest Payment” means (a) for the initial Payment Date after the Series 2021-1 Closing Date (or, in the case of an additional issuance of a Class C Note after the Series 2021-1 Closing Date, the date of such issuance), the product of (i) 1/360 of the Class C Note Rate, (ii) the number of days from and including the Series 2021-1 Closing Date (or date of issuance) to and excluding the 17th day of the calendar month in which the initial (or, as applicable, next) Payment Date occurs (calculated on the basis of a 360-day

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year consisting of twelve 30-day months) and (iii) the Class C Initial Invested Amount and (b) for any subsequent Payment Date, the sum of (i) the product of (x) one-twelfth of the Class C Note Rate and (y) the Class C Invested Amount on the immediately preceding Payment Date (after giving effect to all payments of principal of the Class C Notes on such immediately preceding Payment Date) and (ii) the portion, if any, of the Class C Interest Payment for the immediately preceding Payment Date that was not paid on such Payment Date, together with interest thereon (to the extent permitted by law) at the Class C Note Rate.

“Class C Invested Amount” means, as of any date of determination, an amount equal to (a) the Class C Initial Invested Amount minus (b) the amount of principal payments made to the Class C Noteholders on or prior to such date.

“Class C Note Owner” means, with respect to a Series 2021-1 Global Note that is a Class C Note, the Person who is the beneficial owner of an interest in such Series 2021-1 Global Note, as reflected on the books of DTC, or on the books of a Person maintaining an account with DTC (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of DTC).

“Class C Note Rate” means 2.97% per annum.

“Class C Noteholder” means the Person in whose name a Class C Note is registered in the Note Register.

“Class C Notes” means any one of the Series 2021-1 Asset Backed Notes, Class C, executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit C-1, C-2 or C-3. Definitive Class C Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.11 of the Base Indenture.

“Class C Required Enhancement Amount” means, on any date, an amount equal to the product of (a) the Class C Required Enhancement Percentage and (b) the Class A/B/C Adjusted Invested Amount on such date; provided, however, that, after the declaration or occurrence of an Amortization Event with respect to the Series 2021-1 Notes, the Class C Required Enhancement Amount shall equal the Class C Required Enhancement Amount on the date of the declaration or occurrence of such Amortization Event.

“Class C Required Enhancement Percentage” means 12.995%.

“Class D Adjusted Invested Amount” means, on any date of determination, the excess, if any, of (a) the Class D Invested Amount on such date over (b) the excess, if any, of (x) the amount of cash and Permitted Investments on deposit in the Series 2021-1 Collection Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 2.4(c)) on such date over (y) the sum of the Class A Invested Amount, the Class B Invested Amount and the Class C Invested Amount on such date.

“Class D Initial Invested Amount” means, as of any date of determination, the sum of (i) the aggregate initial principal amount of the Class D Notes, which is $20,527,000

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and (ii) the aggregate initial principal amount of any Class D Additional Series 2021-1 Notes issued prior to such date, if any.

“Class D Interest Payment” means (a) for the initial Payment Date after the Series 2021-1 Closing Date (or, in the case of an additional issuance of a Class D Note after the Series 2021-1 Closing Date, the date of such issuance), the product of (i) 1/360 of the Class D Note Rate, (ii) the number of days from and including the Series 2021-1 Closing Date (or date of issuance) to and excluding the 17th day of the calendar month in which the initial (or, as applicable, next) Payment Date occurs (calculated on the basis of a 360-day year consisting of twelve 30-day months) and (iii) the Class D Initial Invested Amount and (b) for any subsequent Payment Date, the sum of (i) the product of (x) one-twelfth of the Class D Note Rate and (y) the Class D Invested Amount on the immediately preceding Payment Date (after giving effect to all payments of principal of the Class D Notes on such immediately preceding Payment Date) and (ii) the portion, if any, of the Class D Interest Payment for the immediately preceding Payment Date that was not paid on such Payment Date, together with interest thereon (to the extent permitted by law) at the Class D Note Rate.

“Class D Invested Amount” means, as of any date of determination, an amount equal to (a) the Class D Initial Invested Amount minus (b) the amount of principal payments made to the Class D Noteholders on or prior to such date.

“Class D Note Owner” means, with respect to a Series 2021-1 Global Note that is a Class D Note, the Person who is the beneficial owner of an interest in such Series 2021-1 Global Note, as reflected on the books of DTC, or on the books of a Person maintaining an account with DTC (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of DTC).

“Class D Note Rate” means 4.94% per annum.

“Class D Noteholder” means the Person in whose name a Class D Note is registered in the Note Register.

“Class D Notes” means any one of the Series 2021-1 Asset Backed Notes, Class D, executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit D. Definitive Class D Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.11 of the Base Indenture.

“Class D Required Enhancement Amount” means, on any date, an amount equal to the product of (a) the Class D Required Enhancement Percentage and (b) the Class A/B/C/D Adjusted Invested Amount on such date; provided, however, that, after the declaration or occurrence of an Amortization Event with respect to the Series 2021-1 Notes, the Class D Required Enhancement Amount shall equal the Class D Required Enhancement Amount on the date of the declaration or occurrence of such Amortization Event.

“Class D Required Enhancement Percentage” means 5.263%.

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“Clearstream” is defined in Section 6.3.

“Confidential Information” means information delivered to the Indenture Trustee or any Series 2021-1 Noteholder by or on behalf of the Issuer or the Sellers in connection with and relating to the transactions contemplated by or otherwise pursuant to the Indenture and the Transaction Documents, but will not include information that: (i) was publicly known or otherwise known to the Indenture Trustee or the Series 2021-1 Noteholder prior to the time of such disclosure; (ii) subsequently becomes publicly known through no act or omission by the Indenture Trustee, any Series 2021-1 Noteholder or any Person acting on behalf of the Indenture Trustee or any Series 2021-1 Noteholder; (iii) otherwise is known or becomes known to the Indenture Trustee or any Series 2021-1 Noteholder other than (x) through disclosure by the Issuer or the Sellers or (y) as a result of a breach of fiduciary duty to the Issuer or a contractual duty to the Issuer; or (iv) is allowed to be treated as non-confidential by consent of the Issuer and the relevant Seller.

“COVID Period Renewal Loan” means a refinancing of an existing Loan (a) for which either (i) an Obligor has paid at least the Minimum Payment Percentage of the existing Loan at the time of its refinancing or (ii) at least six months have elapsed from the original origination of such existing Loan, (b) that was underwritten and originated in accordance with Credit Policies and (c) that immediately prior to the refinancing of the existing Loan, such existing Loan was subject to a workout related to COVID-19 and the Obligor demonstrated its ability to pay its modified payment amount over a specified period as determined by and in accordance with the Credit Policies.

“DBRS Morningstar” means DBRS, Inc. and any successor thereto.

“Deficiency” is defined in Section 2.2(c)(i).

“Delinquency Ratio” means, as of any Determination Date, the percentage equivalent of a fraction (a) the numerator of which is the aggregate Outstanding Principal Balance of all Pooled Loans that had a Missed Payment Factor of (i) with respect to Daily Pay Loans, fifteen (15) or higher as of such Determination Date, (ii) with respect to Weekly Pay Loans, three (3) or higher as of such Determination Date or (iii) with respect to Monthly Pay Loans, 0.75 or higher as of such Determination Date and (b) the denominator of which is the Pool Outstanding Principal Balance as of such Determination Date.

“Determination Date” means the last day of each Monthly Period.

“DTC” means The Depository Trust Company or its successor, as the Clearing Agency for the Series 2021-1 Notes.

“DTC Custodian” means the Indenture Trustee, in its capacity as custodian for DTC and any successor thereto in such capacity.

“Eligible Account” means (a) a segregated identifiable trust account established in the trust department of a Qualified Trust Institution or (b) a separately identifiable deposit account established in the deposit taking department of a Qualified Institution or a separately identifiable securities account established with a Qualified Institution.

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“Euroclear” is defined in Section 6.3.

“Financial Assets” is defined in Section 2.3(b)(i).

“Highest Concentration Industry Code” means, on any date of determination, the Industry Code shared by Obligors of Pooled Loans having the highest aggregate Outstanding Principal Balance as compared to all other Industry Codes.

“Highest Concentration State” means, on any date of determination, the state or territory of the United States which has the highest concentration of Obligors of Pooled Loans by aggregate Outstanding Principal Balance as compared to all other such states and territories.

“Highest Four Concentration Industry Codes” means, on any date of determination, the four (4) Industry Codes shared by Obligors of Pooled Loans having the four (4) highest aggregate Outstanding Principal Balances as compared to all other Industry Codes.

“Highest Four Concentration States” means, on any date of determination, the four (4) states or territories of the United States which has the four (4) highest concentrations of Obligors of Pooled Loans by aggregate Outstanding Principal Balances as compared to all other such states and territories.

“Highest Three Concentration Industry Codes” means, on any date of determination, the three (3) Industry Codes shared by Obligors of Pooled Loans having the three (3) highest aggregate Outstanding Principal Balances as compared to all other Industry Codes.

“Highest Three Concentration States” means, on any date of determination, the three (3) states or territories of the United States which has the three (3) highest concentrations of Obligors of Pooled Loans by aggregate Outstanding Principal Balances as compared to all other such states and territories.

“Highest Two Concentration Industry Codes” means, on any date of determination, the two (2) Industry Codes shared by Obligors of Pooled Loans having the two (2) highest aggregate Outstanding Principal Balances as compared to all other Industry Codes.

“Highest Two Concentration States” means, on any date of determination, the two (2) states or territories of the United States which has the two (2) highest concentrations of Obligors of Pooled Loans by aggregate Outstanding Principal Balances as compared to all other such states and territories.

“Industry Code” means, with respect to any Obligor of a Pooled Loan, the industry code listed on Exhibit I under which the business of such Obligor has been classified by a Seller.

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“Interest and Expense Amount” means, for any Payment Date, an amount equal to the sum of (x) the Interest Payment for such Payment Date and (y) the amounts to be distributed from the Series 2021-1 Settlement Account pursuant to paragraphs (i) through (iv) of Section 2.5(b) on such Payment Date.

“Interest Payment” means, for any Payment Date, the sum of the Class A Interest Payment, the Class B Interest Payment, the Class C Interest Payment and the Class D Interest Payment.

“KBRA” means Kroll Bond Rating Agency, LLC and any successor thereto.

“Legal Final Payment Date” means the May 2027 Payment Date.

“Majority in Interest” means (a) so long as the Class A Notes are Outstanding, Class A Noteholders holding more than 50% of the Class A Invested Amount (excluding any Class A Notes held by the Issuer or any Affiliate of the Issuer), (b) so long as the Class B Notes are Outstanding and no Class A Notes are Outstanding, Class B Noteholders holding more than 50% of the Class B Invested Amount (excluding any Class B Notes held by the Issuer or any Affiliate of the Issuer), (c) so long as the Class C Notes are Outstanding and no Class A Notes or Class B Notes are Outstanding, Class C Noteholders holding more than 50% of the Class C Invested Amount (excluding any Class C Notes held by the Issuer or any Affiliate of the Issuer) and (d) so long as the Class D Notes are Outstanding and no Class A Notes, Class B Notes or Class C Notes are Outstanding, Class D Noteholders holding more than 50% of the Class D Invested Amount.

“New York UCC” is defined in Section 2.3(b)(i).

“Note Rate” means the Class A Note Rate, the Class B Note Rate, the Class C Note Rate or the Class D Note Rate, as the context may require.

“One Year Equivalent” means, (i) with respect to any Loan that is not a LOC Loan, (a) with respect to any Loan that is a Daily Pay Loan, 252 Loan Payment Dates, (b) with respect to any Loan that is a Weekly Pay Loan, 52 Loan Payment Dates, and (c) with respect to any Loan that is a Monthly Pay Loan, 12 Loan Payment Dates, and (ii) with respect to LOC Loans, the “applicable amortization period” set forth in the related Loan Agreement of (y) with respect to a Loan that is a Weekly Pay Loan, 52 full weeks and (z) with respect to a Loan that is a Monthly Pay Loan, 12 months, in each case, following the date of the last advance made thereunder.

“Outstanding” means, with respect to the Series 2021-1 Notes, all Series 2021-1 Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2021-1 Notes theretofore canceled or delivered to the Transfer Agent and Registrar for cancellation, (b) Series 2021-1 Notes which have not been presented for payment but funds for the payment of which are on deposit in the Series 2021-1 Note Distribution Account and are available for payment of such Series 2021-1 Notes, and Series 2021-1 Notes which are considered paid pursuant to Section 11.1 of the Base Indenture, or (c) Series 2021-1 Notes in exchange for or in lieu of other Series 2021-1 Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the

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Indenture Trustee is presented that any such Series 2021-1 Notes are held by a purchaser for value.

“Outstanding Principal Balance Decline” means, for any Payment Date, (a)(i) with respect to any Pooled Loan that first became a 30 MPF Pooled Loan during the related Monthly Period, the Outstanding Principal Balance of such Pooled Loan on the date such Pooled Loan became a 30 MPF Pooled Loan, (ii) with respect to any Pooled Loan other than any Pooled Loan included in clause (i) that became a Charged-Off Loan during the related Monthly Period, the Outstanding Principal Balance of such Pooled Loan on the date such Pooled Loan became a Charged-Off Loan and (iii) with respect to any Pooled Loan that became a Warranty Repurchase Loan during the related Monthly Period, the Outstanding Principal Balance of such Pooled Loan on the date such Pooled Loan became a Warranty Repurchase Loan, and (b) with respect to any Pooled Loan other than any Pooled Loans included in clause (a), all Collections received during the related Monthly Period that were applied by the Servicer to reduce the Outstanding Principal Balance of the Pooled Loans in accordance with the Servicing Agreement.

“Payment Date” means the 17th day of each month, or if such date is not a Business Day, the next succeeding Business Day, commencing June 17, 2021.

“Permanent Global Notes” is defined in Section 6.3.

“Permitted Investments” is defined in the Servicing Agreement.

“Principal Payment Amount” means, for any Payment Date, the sum of the Outstanding Principal Balance Declines with respect to each Pooled Loan for such Payment Date.

“Purchase Agreement” is defined in Section 6.1(a).

“QIBs” is defined in Section 6.1(a).

“Rating Agencies” means, with respect to the Series 2021-1 Notes, DBRS Morningstar, KBRA and any other nationally recognized rating agency rating the Series 2021-1 Notes at the request of the Issuer.

“Rating Agency Condition” means, with respect to the Series 2021-1 Notes with respect to any action subject to such condition, the delivery by the Issuer of written (including in the form of e-mail) notice of the proposed action to each Rating Agency with respect to the Series 2021-1 Notes at least ten (10) Business Days prior to the effective date of such action (or such shorter notice period if specified in the Base Indenture or this Indenture Supplement with respect to any specific action, or if ten (10) Business Days prior notice is impractical, such advance notice as is practicable).

“Record Date” means, with respect to each Payment Date, the immediately preceding Business Day.

“Regulation RR” means 17 C.F.R Section 246.

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“Regulation S” means Regulation S promulgated under the Securities Act.

“Renewal Loan” means a Loan a portion of the proceeds of which were used to satisfy in full an existing Loan.

“Required Seller’s Interest Amount” means, the Required Seller’s Interest Percentage of the aggregate Invested Amount of all Series of Notes outstanding (excluding any Notes held for the life of such Notes by OnDeck or any of its wholly-owned affiliates).

“Required Seller’s Interest Percentage” means, 5.0% of the aggregate unpaid principal balance of all notes issued or to be issued by the Issuer (excluding any Notes held for the life of such Notes by OnDeck or any of its wholly-owned affiliates).

“Restricted Global Notes” is defined in Section 6.2.

“Restricted Notes” means the Restricted Global Notes and all other Series 2021-1 Notes evidencing the obligations, or any portion of the obligations, initially evidenced by the Restricted Global Notes, other than certificates transferred or exchanged upon certification as provided in Section 6.5.

“Restricted Period” means the period commencing on the Series 2021-1 Closing Date and ending on the 40th day after the Series 2021-1 Closing Date.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Securities Intermediary” is defined in Section 2.3(a).

“Seller’s Interest Measurement Date” means (a) the Series 2021-1 Closing Date, (b) the date of issuance of any Additional Series 2021-1 Notes and (c) any Payment Date after giving effect to the application of the amounts available in accordance with Section 2.5(b).

“Seller’s Interest Amount” means an amount equal to the excess, if any, of (i) the excess of (A) the Adjusted Pool Outstanding Principal Balance over (B) the Aggregate Excess Concentration Amount over (ii) the aggregate Invested Amount of all Series of Notes Outstanding (excluding any Notes held for the life of such Notes by OnDeck or any of its wholly-owned affiliates).

“Series 2021-1” means Series 2021-1, the Principal Terms of which are set forth in this Indenture Supplement.

“Series 2021-1 Aggregate Excess Concentration Amount” means, on any date of determination, an amount equal to the product of (x) the Series 2021-1 Invested Percentage on such date and (y) the sum, without duplication, on such date of the Series 2021-1 Concentration Limits.

“Series 2021-1 Amortization Period” means the period beginning at the earlier of (a) the close of business on the Business Day immediately preceding the day on which an

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Amortization Event is deemed to have occurred with respect to the Series 2021-1 Notes and (b) the close of business on April 30, 2024 and ending on the date when the Series 2021-1 Notes are fully paid.

“Series 2021-1 Amortization Requirements” means with respect to a Loan, that such Loan is fully amortizing over its term, or with respect to a LOC Loan, its “applicable amortization period” with an Outstanding Principal Balance that amortizes each day Payments are received thereunder.

“Series 2021-1 Asset Amount” means, on any date of determination, the product of (a) the Adjusted Pool Outstanding Principal Balance and (b) the percentage equivalent of a fraction the numerator of which is the Series 2021-1 Required Asset Amount on such date and the denominator of which is the sum of (x) the Series 2021-1 Required Asset Amount and (y) the aggregate Required Asset Amounts with respect to each other Series of Notes on such date.

“Series 2021-1 Asset Amount Deficiency” means, on any date of determination, the amount, if any, by which the Series 2021-1 Asset Amount is less than the Series 2021-1 Required Asset Amount on such date.

“Series 2021-1 Backup Servicing Fee” means, for any Payment Date, an amount equal to the Series 2021-1 Percentage on the immediately preceding Payment Date of the Backup Servicing Fee payable by the Issuer to the Backup Servicer pursuant to the Backup Servicing Agreement on such Payment Date.

“Series 2021-1 Charged-Off Loan Percentage” means, with respect to any Business Day, the percentage equivalent (which percentage shall never exceed 100%) of a fraction the numerator of which shall be equal to the Series 2021-1 Required Asset Amount as of the end of the immediately preceding Business Day and the denominator of which is the sum of the numerators used to determine the Charged-Off Loan Percentages for all Series of Notes on such Business Day.

“Series 2021-1 Closing Date” means May 5, 2021.

“Series 2021-1 Collateral” means the Collateral and the Series 2021-1 Series Account Collateral.

“Series 2021-1 Collection Account” is defined in Section 2.1(a).

“Series 2021-1 Concentration Limits” means,

a)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which are located in the Highest Concentration State exceeds 20.0% of the Adjusted Pool Outstanding Principal Balance;

b)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which

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are located in the Highest Two Concentration States exceeds 35.0% of the Adjusted Pool Outstanding Principal Balance;

c)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which are located in the Highest Three Concentration States exceeds 50.0% of the Adjusted Pool Outstanding Principal Balance;

d)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which are located in the Highest Four Concentration States exceeds 65.0% of the Adjusted Pool Outstanding Principal Balance;

e)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which are located in any single state (other than the Highest Four Concentration States) exceeds 10.0% of the Adjusted Pool Outstanding Principal Balance;

f)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which share the Highest Concentration Industry Code exceeds 21.5% of the Adjusted Pool Outstanding Principal Balance;

g)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which share the Highest Two Concentration Industry Codes exceeds 35.0% of the Adjusted Pool Outstanding Principal Balance;

h)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which share the Highest Three Concentration Industry Codes exceeds 47.5% of the Adjusted Pool Outstanding Principal Balance;

i)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which share the Highest Four Concentration Industry Codes exceeds 60.0% of the Adjusted Pool Outstanding Principal Balance;

j)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which share any single Industry Code (other than the Highest Four Concentration Industry Codes) exceeds 10.0% of the Adjusted Pool Outstanding Principal Balance;

k)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) having a number of Loan Payment Dates at origination (or “applicable amortization periods” in the

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case of a LOC Loan) which is more than the One Year Equivalent with respect to such Loan exceeds 47.5% of the Adjusted Pool Outstanding Principal Balance;

l)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) having a number of Loan Payment Dates at origination (or “applicable amortization periods” in the case of a LOC Loan) which is more than the One Year Equivalent with respect to such Loan and the Obligors of which had OnDeck Scores^®^ at origination of less than 470 exceeds 0.0% of the Adjusted Pool Outstanding Principal Balance;

m)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) having a number of Loan Payment Dates at origination (or “applicable amortization periods” in the case of a LOC Loan) which is more than the One Year Equivalent with respect to such Loan and the Obligors of which had OnDeck Scores^®^ at origination of less than 500 exceeds 2.5% of the Adjusted Pool Outstanding Principal Balance;

n)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) having a number of Loan Payment Dates at origination (or “applicable amortization periods” in the case of a LOC Loan) which is more than the One Year Equivalent with respect to such Loan and the Obligors of which had OnDeck Scores^®^ at origination of less than 530 exceeds 22.5% of the Adjusted Pool Outstanding Principal Balance;

o)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) having a number of Loan Payment Dates at origination (or “applicable amortization periods” in the case of a LOC Loan) which is more than the One Year Equivalent with respect to such Loan and the Obligors of which had OnDeck Scores^®^ at origination of less than 560 exceeds 37.5% of the Adjusted Pool Outstanding Principal Balance;

p)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) having an Outstanding Principal Balance in excess of $75,000 exceeds 60.0% of the Adjusted Pool Outstanding Principal Balance;

q)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) having an Outstanding Principal Balance in excess of $125,000 exceeds 30.0% of the Adjusted Pool Outstanding Principal Balance;

r)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) having an Outstanding Principal Balance in excess of $200,000 exceeds 10.0% of the Adjusted Pool Outstanding Principal Balance;

s)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) having an Outstanding

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Principal Balance in excess of $75,000 the Obligors of which had OnDeck Scores® at origination of less than 560 exceeds 50.0% of the Adjusted Pool Outstanding Principal Balance;

t)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) having an Outstanding Principal Balance in excess of $200,000 and the Obligors of which had OnDeck Scores® at origination of less than 500 exceeds 0.0% of the Adjusted Pool Outstanding Principal Balance;

u)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which had OnDeck Scores^®^ at origination of less than 470 exceeds 2.5% of the Adjusted Pool Outstanding Principal Balance;

v)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which had OnDeck Scores^®^ at origination of less than 500 exceeds 12.5% of the Adjusted Pool Outstanding Principal Balance;

w)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which had OnDeck Scores^®^ at origination of less than 530 exceeds 40.0% of the Adjusted Pool Outstanding Principal Balance;

x)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which had OnDeck Scores^®^ at origination of less than 560 exceeds 75.0% of the Adjusted Pool Outstanding Principal Balance;

y)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which have been in business for less than two (2) years exceeds 10.0% of the Adjusted Pool Outstanding Principal Balance;

z)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) the Obligors of which have been in business for less than five (5) years exceeds 40.0% of the Adjusted Pool Outstanding Principal Balance;

aa)the amount by which the aggregate Outstanding Principal Balance of the sum of (a) all Pooled Loans (excluding all 30 MPF Pooled Loans) that have been the subject of Material Modifications and (b) Loans that COVID Period Renewal Loans exceeds 5.0% of the Adjusted Pool Outstanding Principal Balance;

bb)the amount by which the aggregate Outstanding Principal Balance of all Pooled Loans (excluding all 30 MPF Pooled Loans) that are not Renewal Loans exceeds 65.0% of the Adjusted Pool Outstanding Principal Balance;

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provided that as of any date of determination, for any of the foregoing concentration limits with respect to LOC Loans that reference number of years in business, OnDeck Scores® or any other metric determined by such Seller at the time of underwriting, such metric with respect to any LOC Loan will be measured as of the date of original underwriting of such LOC Loan by such Seller; provided further that if such LOC Loan has been re-underwritten, such metric will be measured as the date of the most recent re-underwriting.

“Series 2021-1 Concentration Limit Adjustment Condition” means, with respect to any modification of any Series 2021-1 Concentration Limit percentage by the Issuer to which the “Series 2021-1 Concentration Limit Adjustment Condition” applies, (a) the Rating Agency Condition is satisfied and (b) after giving effect to such Series 2021-1 Concentration Limit modifications, the Issuer will have made no more than two such modifications to the Series 2021-1 Concentration Limits during the previous 12-month period and no more than four such modifications to the Series 2021-1 Concentration Limits in total.

“Series 2021-1 Global Notes” means a Temporary Global Note, a Restricted Global Note or a Permanent Global Note.

“Series 2021-1 Interest and Expense Account” is defined in Section 2.1(a).

“Series 2021-1 Invested Amount” means, on any date of determination, the sum of the Class A Invested Amount, the Class B Invested Amount, the Class C Invested Amount and the Class D Invested Amount, in each case as of such date.

“Series 2021-1 Invested Percentage” means, with respect to any Business Day (i) during the Series 2021-1 Revolving Period, the percentage equivalent of a fraction the numerator of which shall be equal to the Series 2021-1 Required Asset Amount as of the close of business on the immediately preceding Business Day and the denominator of which is the sum of the numerators used to determine the Invested Percentages for allocations for all Series of Notes as of the close of business on the immediately preceding Business Day or (ii) during the Series 2021-1 Amortization Period, the percentage equivalent of a fraction the numerator of which shall be equal to the Series 2021-1 Required Asset Amount as of the close of business on the last Business Day of the Series 2021-1 Revolving Period, and the denominator of which is the sum of the numerators used to determine the Invested Percentages for allocations for all Series of Notes as of the end of the immediately preceding Business Day.

“Series 2021-1 Maximum Principal Amount” means (a) with respect to the Class A Notes, $334,736,000, (b) with respect to the Class B Notes, $82,368,000, (c) with respect to the Class C Notes, $48,684,000 and (d) with respect to the Class D Notes, $34,212,000.

“Series 2021-1 Minimum Bank Account Statements” means three (3) bank account statements (or similar electronic bank information).

“Series 2021-1 Note Distribution Account” is defined in Section 2.1(a).

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“Series 2021-1 Note Owners” means, collectively, the Class A Note Owners, the Class B Note Owners, the Class C Note Owners and the Class D Note Owners.

“Series 2021-1 Noteholders” means, collectively, the Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders.

“Series 2021-1 Notes” means, collectively, the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, including, in each case, any Additional Series 2021-1 Notes.

“Series 2021-1 Notes Invested Amount” means, as of any day, the sum of the Class A Invested Amount, the Class B Invested Amount, the Class C Invested Amount and the Class D Invested Amount, in each case as of such day.

“Series 2021-1 Notes Principal Payment Amount” means, for any Payment Date, the lesser of (I) the sum of (a) the product of (i) the average daily Series 2021-1 Invested Percentage during the related Monthly Period and (ii) the Principal Payment Amount for such Payment Date plus, (b) in the case of the Payment Date on June 17, 2024, the amount described in clause (b)(i) of the definition of Total Available Collections Amount for such Payment Date and (II) the Series 2021-1 Notes Invested Amount on such Payment Date; provided, however, that, if an Amortization Event with respect to the Series 2021-1 Notes shall have occurred or been declared on or prior to such Payment Date, the Series 2021-1 Notes Principal Payment Amount for such Payment Date will equal the lesser of (x) the portion of the Total Available Amount remaining after the distributions described in clauses (i) through (v) of Section 2.5(b) and (y) the Series 2021-1 Notes Invested Amount on such Payment Date and; provided, further, that, if, during the Series 2021-1 Amortization Period, the sum of (A) the Total Available Collections Amount for a Payment Date and (B) the Series 2021-1 Reserve Account Amount on such Payment Date is greater than or equal to the sum of (x) the Interest Payment for such Payment Date, (y) all fees, expenses and indemnities payable to the Indenture Trustee, the Custodian, the Servicer, any Successor Servicer and the Backup Servicer pursuant to Section 2.5(b) on such Payment Date and (z) the Series 2021-1 Notes Invested Amount (before any payments of principal of the Series 2021-1 Notes on such Payment Date), the Series 2021-1 Notes Principal Payment Amount shall equal the Series 2021-1 Notes Invested Amount (before any payments of principal of the Series 2021-1 Notes on that Payment Date) on such Payment Date.

“Series 2021-1 Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2021-1 Invested Amount as of such date and the denominator of which is the Aggregate Invested Amount as of such date.

“Series 2021-1 Permitted Prepayment Date” means any Business Day occurring on or after the earlier to occur of (a) May 1, 2023 or (b) the date that the Class A/B/C/D Adjusted Invested Amount on such Business Day is equal to or less than 15.0% of the Series 2021-1 Invested Amount on the Series 2021-1 Closing Date.

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“Series 2021-1 Prepayment Amount” is defined in Article IV.

“Series 2021-1 Prepayment Date” is defined in Article IV.

“Series 2021-1 Required Asset Amount” means, on any date of determination, the sum of (a) the Series 2021-1 Aggregate Excess Concentration Amount on such date and (b) the greatest of (w) the sum of (i) the Class A Adjusted Invested Amount on such date and (ii) the Class A Required Enhancement Amount on such date, (x) the sum of (i) the Class A/B Adjusted Invested Amount on such date and (ii) the Class B Required Enhancement Amount on such date, (y) the sum of (i) the Class A/B/C Adjusted Invested Amount on such date and (ii) the Class C Required Enhancement Amount on such date, and (z) the sum of (i) the Class A/B/C/D Adjusted Invested Amount on such date and (ii) the Class D Required Enhancement Amount on such date; provided that, commencing on the first date on or after June 17, 2024 on which the Series 2021-1 Asset Amount on such date equals or exceeds the Series 2021-1 Stepped-Up Required Asset Amount as of such date, the Series 2021-1 Required Asset Amount as of any date of determination thereafter will mean the Series 2021-1 Stepped-Up Required Asset Amount as of such date thereafter.

“Series 2021-1 Required Reserve Account Amount” means, as of any date of determination, an amount equal to the sum of (i) 0.75% of the Series 2021-1 Required Asset Amount, as of the Closing Date, and (ii) with respect to each issuance of additional Series 2021-1 Notes, 0.75% of the increase, if any, in the Series 2021-1 Required Asset Amount, as of the date of such additional issuance, as a result of such additional issuance, calculated as of the date of such additional issuance, or any higher amount designated by the Issuer in respect of such additional issuance, determined in the Issuer’s sole and absolute discretion; provided that on any date from and after the first Payment Date occurring after the occurrence of an Amortization Event with respect to the Series 2021-1 Notes, the Series 2021-1 Required Reserve Account Amount shall be zero.

“Series 2021-1 Reserve Account” is defined in Section 2.1(a).

“Series 2021-1 Reserve Account Amount” means, on any date of determination, the amount on deposit in the Series 2021-1 Reserve Account and available for withdrawal therefrom.

“Series 2021-1 Reserve Account Deficiency” means, on any date of determination, the amount, if any, by which the Series 2021-1 Reserve Account Amount is less than the Series 2021-1 Required Reserve Account Amount.

“Series 2021-1 Reserve Account Surplus” means, on any date of determination, the amount, if any, by which the Series 2021-1 Reserve Account Amount exceeds the Series 2021-1 Required Reserve Account Amount.

“Series 2021-1 Revolving Period” means the period from and including the Series 2021-1 Closing Date to but excluding the commencement of the Series 2021-1 Amortization Period.

“Series 2021-1 Series Account Collateral” is defined in Section 2.1(c).

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“Series 2021-1 Series Accounts” is defined in Section 2.1(a).

“Series 2021-1 Serviced Portfolio Balance” means, on any date of determination, the product of (a) the Pool Outstanding Principal Balance and (b) the percentage equivalent of a fraction the numerator of which is the Series 2021-1 Required Asset Amount on such date and the denominator of which is the sum of (x) the Series 2021-1 Required Asset Amount and (y) the aggregate Required Asset Amounts with respect to each other Series of Notes Outstanding on such date.

“Series 2021-1 Servicing Fee” is defined in Section 5.1.

“Series 2021-1 Servicing Fee Percentage” is defined in Section 5.1.

“Series 2021-1 Settlement Account” is defined in Section 2.1(a).

“Series 2021-1 Stepped-Up Required Asset Amount” means, on any date of determination, the sum of (a) the Series 2021-1 Aggregate Excess Concentration Amount on such day, (b) the Class A/B/C/D Adjusted Invested Amount on such day and (c) 8.00% of the Class A/B/C/D Adjusted Invested Amount on such day.

“Series 2021-1 Successor Servicing Fee” is defined in Section 5.2.

“Series 2021-1 Termination Date” means the date on which the Series 2021-1 Notes are fully paid.

“Series 2021-1 Third Party Reimbursable Items” means, for any Payment Date, an amount equal to the Series 2021-1 Percentage on the immediately preceding Payment Date of the Third Party Reimbursable Items (as defined in the Successor Servicing Agreement) payable by the Issuer to the Successor Servicer pursuant to the Successor Servicing Agreement on such Payment Date.

“Successor Servicing Fee” is defined in in the Successor Servicing Agreement.

“Temporary Global Notes” is defined in Section 6.3.

“Three-Month Average Delinquency Ratio” means, on any Payment Date, the average of the Delinquency Ratios as of the three (3) Determination Dates immediately preceding such Payment Date.

“Three-Month Weighted Average Excess Spread” means, on any Payment Date, the average of the Weighted Average Excess Spreads as of the three (3) Determination Dates immediately preceding such Payment Date.

“Three-Month Weighted Average Loan Yield” means, on any Payment Date, the average of the Weighted Average Loan Yields as of the three (3) Determination Dates immediately preceding such Payment Date.

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“Total Available Amount” means, for any Payment Date, an amount equal to the sum of (a) the Total Available Collections Amount for such Payment Date and (b) the amount to be withdrawn from the Series 2021-1 Reserve Account and deposited into the Series 2021-1 Settlement Account pursuant to Sections 2.2(c)(i), (d) or (e) on such Payment Date.

“Total Available Collections Amount” means, for any Payment Date, the sum of (a) the excess, if any, of (i) the sum of (A) the aggregate amount of Collections allocated to the Series 2021-1 Collection Account pursuant to Section 2.4(b) during the related Monthly Period, (B) the investment income on amounts on deposit in the Series 2021-1 Collection Account during such Monthly Period and (C) the investment income on amounts on deposit in the Series 2021-1 Interest and Expense Account during such Monthly Period transferred to the Series 2021-1 Collection Account on such Payment Date pursuant to Section 2.1(b) over (ii) the amount withdrawn from the Series 2021-1 Collection Account during such Monthly Period pursuant to Section 2.2(a) and Section 2.4(c), plus, (b)(i) in the case of the Payment Date on June 17, 2024 so long as no Amortization Event with respect to the Series 2021-1 Notes has occurred prior to such Payment Date, the lesser of (x) any amounts on deposit in the Series 2021-1 Collection Account at the close of business on the last day of May 2024 that are attributable to Collections that were allocated to the Series 2021-1 Notes prior to May 1, 2024 and (y) the amount, if any, by which the Series 2021-1 Required Asset Amount on that Payment Date, calculated without taking into account any such amounts on deposit in the Series 2021-1 Collection Account and after giving effect to the application of the amounts available in accordance with Section 2.5(b)(vi) to pay the Series 2021-1 Notes Principal Payment Amount for that Payment Date, exceeds the Series 2021-1 Asset Amount on that Payment Date, or (ii) on the first Payment Date following the occurrence of an Amortization Event with respect to the Series 2021-1 Notes, the amount, if any, by which the amount on deposit in the Series 2021-1 Collection Account at the close of business on the last day of the related Monthly Period was greater than the amount described in clause (a) above.

“Trigger Event” means the occurrence of any of the following events on any Payment Date:

(a) the Three-Month Weighted Average Loan Yield on such Payment Date is less than 40.00%;

(b) the Three-Month Weighted Average Excess Spread on such Payment Date is less than 9.00%; or

(c) the Three-Month Average Delinquency Ratio on such Payment Date is greater than 16.00%.

“Weighted Average Excess Spread” means, as of any Determination Date, an amount equal to 12 times the percentage equivalent of a fraction:

(a) the numerator of which is the excess, if any, of

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(i) an amount equal to all Collections received during the related Monthly Period in respect of Loans that were not applied by the Servicer to reduce the Outstanding Principal Balances of such Loans in accordance with Section 2(a)(i) of the Servicing Agreement, including all recoveries with respect to Charged-Off Loans (net of amounts, if any, retained by any third party collection agent) allocated to the Series 2021-1 Collection Account pursuant to Section 2.4(b);

over

(ii) the sum of:

(A) the sum of the Interest Payment for the Payment Date immediately succeeding such Determination Date;

(B) the sum of the Series 2021-1 Servicing Fee payable to the Servicer pursuant to Section 2.5(b)(iii), the Series 2021-1 Successor Servicing Fee payable to the Successor Servicer pursuant to Section 2.5(b)(iv), and the portion of the Series 2021-1 Backup Servicing Fee payable to the Backup Servicer pursuant to Section 2.5(b)(iv) payable to the Backup Servicer prior to the payment of interest on the Series 2021-1 Notes, in each case, on the Payment Date immediately succeeding such Determination Date;

(C) the Series 2021-1 Third Party Reimbursable Items payable to the Successor Servicer pursuant to Section 2.5(b)(ii), if applicable, prior to the payment of interest on the Series 2021-1 Notes on the Payment Date immediately succeeding such Determination Date;

(D) the aggregate amount of accrued and unpaid fees, expenses and indemnities due and payable to the Indenture Trustee and the Custodian pursuant to Section 2.5(b)(i) prior to the payment of interest on the Series 2021-1 Notes on the Payment Date immediately succeeding such Determination Date; and

(E) the product of (x) the daily average of the Series 2021-1 Charged-Off Loan Percentage with respect to each Business Day during the related Monthly Period and (y) the aggregate Outstanding Principal Balance of all Pooled Loans that became Charged-Off Loans during such Monthly Period;

and

(b) the denominator of which is the average daily Series 2021-1 Asset Amount during such Monthly Period.

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“Weighted Average Loan Yield” means, as of any Determination Date, the quotient, expressed as a percentage, obtained by dividing (a) the sum, for all Pooled Loans (excluding 30 MPF Pooled Loans), of the product of (i) the Loan Yield for each Pooled Loan (excluding 30 MPF Pooled Loans) multiplied by (ii) the Outstanding Principal Balance of such Loan as of such Determination Date, by (b) the Adjusted Pool Outstanding Principal Balance as of such Determination Date.

“Withdrawal Request” means a written request, substantially in the form of Exhibit H, from an Authorized Officer of the Issuer, requesting the withdrawal of an amount set forth therein from the Series 2021-1 Collection Account and certifying that no Series 2021-1 Asset Amount Deficiency or other Amortization Event with respect to the Series 2021-1 Notes will result from such withdrawal or will be existing immediately thereafter.

ARTICLE II

ARTICLE 5 OF THE BASE INDENTURE

Sections 5.1 through 5.3 of the Base Indenture and each other Section of Article 5 of the Indenture relating to another Series shall read in their entirety as provided in the Base Indenture or any applicable Indenture Supplement. Article 5 of the Indenture (except for Sections 5.1 through 5.3 thereof and any portion thereof relating to another Series) shall read in its entirety as follows and shall be exclusively applicable to the Series 2021-1 Notes:

Section 2.1 Establishment of Series 2021-1 Accounts.

(a) The Issuer shall establish and maintain in the name of the Indenture Trustee for the benefit of the Series 2021-1 Noteholders five (5) accounts: (i) the Series 2021-1 Collection Account (such account, the “Series 2021-1 Collection Account”); (ii) the Series 2021-1 Interest and Expense Account (such account, the “Series 2021-1 Interest and Expense Account”); (iii) the Series 2021-1 Settlement Account (such account, the “Series 2021-1 Settlement Account”); (iv) the Series 2021-1 Reserve Account (such account, the “Series 2021-1 Reserve Account”) and (v) the Series 2021-1 Note Distribution Account (such account, the “Series 2021-1 Note Distribution Account” and, together with the Series 2021-1 Collection Account, the Series 2021-1 Interest and Expense Account, the Series 2021-1 Settlement Account and the Series 2021-1 Reserve Account, the “Series 2021-1 Series Accounts”). Each Series 2021-1 Series Account shall bear a designation indicating that the funds deposited therein are held for the benefit of the Series 2021-1 Noteholders. Each Series 2021-1 Series Account shall be an Eligible Account. If a Series 2021-1 Series Account is at any time no longer an Eligible Account, the Issuer shall, within ten (10) Business Days of obtaining knowledge that such Series 2021-1 Series Account is no longer an Eligible Account, establish a new Series 2021-1 Series Account that is an Eligible Account. If a new Series 2021-1 Series Account is established, the Issuer shall instruct the Indenture Trustee in writing to transfer all cash and investments from the non-qualifying Series 2021-1 Series Account into the new Series 2021-1 Series Account. Initially, each of the Series 2021-1 Series Accounts will be established with Deutsche Bank Trust Company Americas as non-interest bearing trust accounts.

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(b) The Issuer may instruct (by standing instructions or otherwise) the institution maintaining each of the Series 2021-1 Collection Account, the Series 2021-1 Interest and Expense Account and the Series 2021-1 Reserve Account to invest funds on deposit in such Series 2021-1 Series Account from time to time in Permitted Investments; provided, however, that (x) any such investment in the Series 2021-1 Collection Account shall mature, or be payable or redeemable upon demand of the holder thereof, not later than (1) in the case of any such investment made during the Series 2021-1 Revolving Period, the Business Day following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2021-1 Collection Account) or (2) in the case of any such investment made during the Series 2021-1 Amortization Period, the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2021-1 Collection Account), unless any such Permitted Investment is held with the Indenture Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date and (y) any such investment in the Series 2021-1 Interest and Expense Account and the Series 2021-1 Reserve Account shall mature, or be payable or redeemable upon demand of the holder thereof, not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2021-1 Interest and Expense Account or the Series 2021-1 Reserve Account), unless any such Permitted Investment is held with the Indenture Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date. The Issuer shall not direct the Indenture Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment. Funds on deposit in the Series 2021-1 Settlement Account and the Series 2021-1 Note Distribution Account shall remain uninvested. In the absence of written investment instructions hereunder, funds on deposit in the Series 2021-1 Collection Account, the Series 2021-1 Interest and Expense Account and the Series 2021-1 Reserve Account shall remain uninvested. On each Payment Date, all interest and other investment earnings (net of losses and investment expenses) on funds deposited in the Series 2021-1 Interest and Expense Account shall be deposited in the Series 2021-1 Collection Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2021-1 Collection Account and the Series 2021-1 Reserve Account shall be deemed to be on deposit therein and available for distribution.

(c) In order to secure and provide for the repayment and payment of the Issuer Obligations with respect to the Series 2021-1 Notes, the Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of the Series 2021-1 Noteholders, all of the Issuer’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2021-1 Series Accounts, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2021-1 Series Accounts or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2021-1 Series Accounts, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time

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received, receivable or otherwise distributed in respect of or in exchange for the Series 2021-1 Series Accounts, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2021-1 Series Account Collateral”).

Section 2.2 Series 2021-1 Reserve Account

(a) Absent the occurrence of an Amortization Event, on any Business Day on which there is a Series 2021-1 Reserve Account Deficiency, the Issuer shall direct the Indenture Trustee in writing by 1:00 P.M., New York City time, on such Business Day to withdraw from the Series 2021-1 Collection Account and deposit in the Series 2021-1 Reserve Account an amount equal to the lesser of such Series 2021-1 Reserve Account Deficiency and the amount then on deposit in the Series 2021-1 Collection Account.

(b) Absent the occurrence of an Amortization Event, if the Issuer determines that the aggregate amount distributable from the Series 2021-1 Settlement Account pursuant to paragraphs (i) through (v) of Section 2.5(b) on any Payment Date exceeds the Total Available Collections Amount for such Payment Date (the “Deficiency”), the Issuer shall direct the Indenture Trustee in writing at or before 2:00 P.M., New York City time, on the Business Day immediately preceding such Payment Date, and the Indenture Trustee shall, in accordance with such direction, by 11:00 A.M., New York City time, on such Payment Date, withdraw from the Series 2021-1 Reserve Account and deposit in the Series 2021-1 Settlement Account an amount equal to the lesser of (x) the Deficiency and (y) the Series 2021-1 Reserve Account Amount.

(c) Absent the occurrence of an Amortization Event, if the Issuer determines that the amount to be deposited in the Series 2021-1 Note Distribution Account pursuant to paragraphs (vi) of Section 2.5(b) and paid to the Series 2021-1 Noteholders pursuant to Section 2.7 on the Legal Final Payment Date is less than the Series 2021-1 Invested Amount, the Issuer shall direct the Indenture Trustee in writing at or before Noon, New York City time, on the Business Day immediately preceding the Legal Final Payment Date, and the Indenture Trustee shall, in accordance with such direction, by 11:00 A.M., New York City time, on such Payment Date, withdraw from the Series 2021-1 Reserve Account and deposit in the Series 2021-1 Note Distribution Account an amount equal to the lesser of such insufficiency and the Series 2021-1 Reserve Account Amount.

(d) Absent the occurrence of an Amortization Event, if the Issuer determines during the Series 2021-1 Amortization Period that the sum of (i) the Total Available Amount for a Payment Date and (ii) the Series 2021-1 Reserve Account Amount on such Payment Date is greater than or equal to the sum of (x) the Interest Payment for such Payment Date, (y) all fees, expenses and indemnities payable to the Indenture Trustee, the Custodian, the Servicer, any Successor Servicer and the Backup Servicer pursuant to Section 2.5(b) on such Payment Date and (z) the Series 2021-1 Notes Invested Amount (before any payments of principal of the Series 2021-1 Notes on such Payment Date), the Issuer shall direct the Indenture Trustee in writing at or before 2:00 P.M., New York City time, on the Business Day immediately preceding such Payment Date, and the Indenture Trustee shall, in accordance with such direction, by 11:00 A.M., New York City time, on such Payment Date, withdraw from the Series 2021-1 Reserve Account

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and deposit in the Series 2021-1 Settlement Account on such Payment Date an amount equal to the Series 2021-1 Reserve Account Amount on such Payment Date.

(e) Absent the occurrence of an Amortization Event, if there is a Series 2021-1 Reserve Account Surplus on any Payment Date, the Issuer may direct the Indenture Trustee to withdraw from the Series 2021-1 Reserve Account and pay to the Issuer, and the Indenture Trustee shall withdraw from the Series 2021-1 Reserve Account and pay to the Issuer such excess so long as, after giving effect to such withdrawal, no Series 2021-1 Asset Amount Deficiency would result therefrom.

(f) On the first Payment Date occurring on or after the occurrence of an Amortization Event with respect to the Series 2021-1 Notes, the Issuer shall direct the Indenture Trustee in writing by 1:00 P.M., New York City time, on such Payment Date to withdraw from the Series 2021-1 Reserve Account and deposit in the Series 2021-1 Note Distribution Account on such Payment Date for payment of principal of the Series 2021-1 Notes the amount on deposit in the Series 2021-1 Reserve Account and available for withdrawal. From and after such withdrawal and payment, the Series 2021-1 Required Reserve Account Amount shall be zero.

(g) On any date on or after the Series 2021-1 Termination Date, the Indenture Trustee, acting in accordance with the written instructions of the Issuer shall withdraw from the Series 2021-1 Reserve Account all amounts on deposit therein and pay them to or at the direction of the Issuer.

Section 2.3 Indenture Trustee As Securities Intermediary.

(a) The Indenture Trustee or other Person holding a Series 2021-1 Series Account shall be the “Securities Intermediary”. If the Securities Intermediary in respect of any Series 2021-1 Series Account is not the Indenture Trustee, the Issuer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3.

(b) The Securities Intermediary agrees that:

(i) The Series 2021-1 Series Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will be credited;

(ii) All securities or other property underlying any Financial Assets credited to any Series 2021-1 Series Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 2021-1 Series Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer;

(iii) All property delivered to the Securities Intermediary pursuant to this Indenture Supplement will be promptly credited to the appropriate Series 2021-1 Series Account;

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(iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series 2021-1 Series Account shall be treated as a Financial Asset;

(v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Series 2021-1 Series Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer;

(vi) The Series 2021-1 Series Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the Series 2021-1 Series Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York;

(vii) The Securities Intermediary has not entered into, and until termination of this Indenture Supplement, will not enter into, any agreement with any other Person relating to the Series 2021-1 Series Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Indenture Supplement will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.3(b)(v) of this Indenture Supplement; and

(viii) Except for the claims and interest of the Indenture Trustee and the Issuer in the Series 2021-1 Series Accounts, the Securities Intermediary knows of no claim to, or interest, in the Series 2021-1 Series Accounts or in any Financial Asset credited thereto. If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2021-1 Series Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee and the Issuer thereof.

(c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2021-1 Series Accounts and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2021-1 Series Accounts.

(d) The Securities Intermediary will promptly send copies of all statements for each of the Series 2021-1 Series Accounts, which statements shall reflect any financial assets credited

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thereto, simultaneously to each of the Issuer and the Indenture Trustee at the addresses set forth in Section 13.4 of the Base Indenture.

(e) Notwithstanding anything in this Section 2.3 to the contrary, with respect to any Series 2021-1 Series Account and any credit balances not constituting Financial Assets credited thereto, the Securities Intermediary shall be acting as a bank (as defined in Section 9-102(a)(8) of the New York UCC) if such Series 2021-1 Series Account is deemed not to constitute a securities account.

Section 2.4 Allocations with Respect to the Series 2021-1 Notes.

(a) On the Series 2021-1 Closing Date, the Issuer shall cause $297,276,316.60, the net proceeds from the sale of the Series 2021-1 Notes to be deposited into the Series 2021-1 Collection Account and the Indenture Trustee shall, at the written direction of the Issuer, apply such net proceeds as follows: (i) deposit $2,368,421.09 in the Series 2021-1 Reserve Account, (ii) pay certain expenses of the Issuer with respect to the issuance of the Series 2021-1 Notes, and (iii) use the remainder, if any, at the written direction of the Sellers, to purchase additional Loans pursuant to the Loan Purchase Agreement. On each date of issuance of Additional Series 2021-1 Notes, the Issuer shall cause the net proceeds from the sale of such Additional Series 2021-1 Notes to be deposited into the Series 2021-1 Collection Account and the Indenture Trustee shall, at the written direction of the Issuer, apply such net proceeds as follows: (i) deposit from such proceeds an amount at least equal to the amount, if any, by which the Series 2021-1 Reserve Account Amount is less than the Series 2021-1 Required Reserve Account Amount, calculated after giving effect to the issuance of such Additional Series 2021-1 Notes, (ii) pay certain expenses of the Issuer with respect to the issuance of the Additional Series 2021-1 Notes, and (iii) use the remainder, if any, to purchase additional Loans pursuant to the Loan Purchase Agreement, if so directed in writing by the Sellers, or for any other purpose not otherwise prohibited by any provision of the Transaction Documents.

(b) Prior to 3:00 P.M., New York City time, on each Deposit Date during a Monthly Period, the Issuer shall direct in writing the Indenture Trustee to allocate to the Series 2021-1 Noteholders and deposit in the Series 2021-1 Collection Account an amount equal to the product of the Series 2021-1 Invested Percentage on such Deposit Date and the Collections deposited into the Collection Account on such Deposit Date and thereafter to deposit into the Series 2021-1 Interest and Expense Account the lesser of such amount and the amount necessary to cause the aggregate amount so deposited into the Series 2021-1 Interest and Expense Account during such Monthly Period to equal the Interest and Expense Amount for the related Payment Date.

(c) During the Series 2021-1 Revolving Period, the Issuer may direct the Indenture Trustee by delivering a Withdrawal Request to the Indenture Trustee by 1:00 P.M., New York City time, on any Business Day to withdraw amounts then on deposit in the Series 2021-1 Collection Account (after giving effect to any withdrawal therefrom on such Business Day pursuant to Section 2.2(a)) for either of the following purposes:

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(i) if such Business Day is a Transfer Date, to fund all or a portion of the purchase price of Loans being acquired by the Issuer on such Transfer Date pursuant to the Loan Purchase Agreement; or

(ii) if such Business Day is a Transfer Date, to fund the purchase price of Subsequent LOC Advances acquired by the Issuer from ODK on or prior to such Business Day not otherwise funded pursuant to clause (i), so long as the aggregate amount deposited in the Series 2021-1 Interest and Expense Account as of such date is greater than or equal to the Interest and Expense Amount for the corresponding Payment Date; or

(iii) to reduce the Invested Amount of any other Series of Outstanding Notes;

provided, however, that such application of funds may only be made if no Series 2021-1 Asset Amount Deficiency or other Amortization Event with respect to the Series 2021-1 Notes would result therefrom or exist immediately thereafter.

(d) The Issuer may direct the Indenture Trustee in writing to allocate to the Series 2021-1 Noteholders and deposit in the Series 2021-1 Note Distribution Account on any Business Day that is also the Series 2021-1 Prepayment Date any amounts allocated to another Series of Notes that are available under the applicable Indenture Supplement that the Issuer has elected to apply to pay a portion of the Series 2021-1 Prepayment Amount on such Series 2021-1 Prepayment Date.

(e) The Issuer may direct the Indenture Trustee in writing to deposit in the Series 2021-1 Note Distribution Account on any Business Day that is also the Series 2021-1 Prepayment Date any amounts on deposit in the other Series 2021-1 Series Accounts that the Issuer has elected to apply to pay a portion of the Series 2021-1 Prepayment Amount on such Payment Date.

(f) Amounts on deposit in the Subsequent LOC Advance Account may be released in accordance with Section 5.1(e) of the Base Indenture.

Section 2.5 Monthly Application of Total Available Amount.

(a) Prior to 2:00 P.M., New York City time, on each Monthly Reporting Date, the Issuer shall direct the Indenture Trustee in writing to (i) withdraw from the Series 2021-1 Interest and Expense Account and deposit in the Series 2021-1 Settlement Account, on the immediately succeeding Payment Date, the Interest and Expense Amount for such Payment Date, and (ii) withdraw from the Series 2021-1 Collection Account and deposit in the Series 2021-1 Settlement Account, on the immediately succeeding Payment Date, the Total Available Collections Amount (less the Interest and Expense Amount for such Payment Date) for such Payment Date.

(b) On each Payment Date, based solely on the information contained in the Monthly Settlement Statement with respect to Series 2021-1 Notes, the Indenture Trustee shall

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apply the Total Available Amount for such Payment Date on deposit in the Series 2021-1 Settlement Account in the following order of priority:

(i) first, on a pro rata basis, to the extent of the Total Available Amount, (A) to the Indenture Trustee, an amount equal to the sum of (1) all accrued and unpaid fees, expenses and indemnities then due to it that relate directly to the Series 2021-1 Notes and (2) the Series 2021-1 Percentage on the immediately preceding Payment Date of all accrued and unpaid fees, expenses and indemnities then due to it that do not relate directly to any Series of Notes, but, so long as no Event of Default has occurred, and the maturity of the Series 2021-1 Notes has not been accelerated, only to the extent that, after giving effect thereto, the Annual Indenture Trustee Fee Limit for such Payment Date shall have not been exceeded, and (B) to the Custodian, an amount equal to the sum of (1) any accrued and unpaid fees, expenses and indemnities then due to it that relate directly to the Series 2021-1 Notes and (2) the Series 2021-1 Percentage on the immediately preceding Payment Date of any accrued and unpaid fees, expenses and indemnities then due to it that do not relate directly to any Series of Notes, but, so long as no Event of Default has occurred, and the maturity of the Series 2021-1 Notes has not been accelerated, only to the extent that after giving effect thereto the Annual Custodian Fee Limit for such Payment Date shall have not been exceeded;

(ii) second, if a Successor Servicer has been appointed, to the Successor Servicer to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clause (i) above), an amount equal to the Series 2021-1 Third Party Reimbursable Items, but only to the extent that after giving effect thereto the Annual Successor Servicer Reimbursement Limit for such Payment Date shall have not been exceeded;

(iii) third, (A) if OnDeck is the Servicer, to the Servicer, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) and (ii) above) an amount equal to the Series 2021-1 Servicing Fee for the related Monthly Period and (B) if a Successor Servicer is the Servicer, to the Successor Servicer, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) and (ii) above) an amount equal to the Series 2021-1 Successor Servicing Fee for the related Monthly Period;

(iv) fourth, to the Backup Servicer, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (iii) above) an amount equal to the Series 2021-1 Backup Servicing Fee for such Payment Date, but only to the extent that after giving effect thereto the Annual Backup Servicer Fee Limit for such Payment Date shall have not been exceeded;

(v) fifth, to the Series 2021-1 Note Distribution Account, to the extent of the Total Available Amount (as such amount has been reduced by the distributions

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described in clauses (i) through (iv) above), an amount equal to the sum of the Interest Payment for such Payment Date;

(vi) sixth, (A) on any Payment Date immediately succeeding a Monthly Period falling in the Series 2021-1 Revolving Period, to the Series 2021-1 Collection Account, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (v) above), an amount equal to the Series 2021-1 Asset Amount Deficiency, if any, on such Payment Date, and (B) on the earlier of (x) June 17, 2024 or (y) the first Payment Date following the occurrence of an Amortization Event with respect to the Series 2021-1 Notes, to the Series 2021-1 Note Distribution Account, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (v) above), an amount equal to the Series 2021-1 Notes Principal Payment Amount for such Payment Date;

(vii) seventh, to the Series 2021-1 Reserve Account, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vi) above), an amount equal to the Series 2021-1 Reserve Account Deficiency, if any, on such Payment Date (after giving effect to any withdrawals on such Payment Date);

(viii) eighth, absent the occurrence of an Amortization Event with respect to the Series 2021-1 Notes and to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vii) above), on any Payment Date on or after June 17, 2024, to the Series 2021-1 Note Distribution Account for the payment of principal of the Series 2021-1 Notes, the amount, if any, by which the Series 2021-1 Stepped-Up Required Asset Amount exceeds the Series 2021-1 Asset Amount, in each case, on that Payment Date,

(ix) ninth, on a pro rata basis, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (viii) above), to (A) the Indenture Trustee, an amount equal to the fees, expenses and indemnities not otherwise paid to the Indenture Trustee pursuant to clause (i) above due to the operation of the Annual Indenture Trustee Fee Limit, (B) the Custodian, an amount equal to the fees, expenses and indemnities not otherwise paid to the Custodian pursuant to clause (i) above due to the operation of the Annual Custodian Fee Limit;

(x) tenth, on a pro rata basis, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (ix) above), (A) to the Backup Servicer, any portion of the Series 2021-1 Backup Servicing Fee for such Payment Date not otherwise paid to the Backup Servicer pursuant to clause (iv) above due to the operation of the Annual Backup Servicer Fee Limit and (B) the Successor Servicer, if applicable, any portion of the Series 2021-1 Third Party Reimbursable Items not otherwise paid to the

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Successor Servicer pursuant to clause (ii) above due to the operation of the Annual Successor Servicer Reimbursement Limit; and

(xi) eleventh, to, or at the written direction of, the Issuer (including to fund the Subsequent LOC Advance Account), an amount equal to the balance remaining in the Series 2021-1 Settlement Account, if any.

Section 2.6 Distribution of Interest Payments and Principal Payments.

(a) On each Payment Date, based solely on the information contained in the Monthly Settlement Statement with respect to the Series 2021-1 Notes, the Indenture Trustee shall, in accordance with Section 6.1 of the Base Indenture, distribute from the Series 2021-1 Note Distribution Account the Interest Payment for such Payment Date in the following order of priority to the extent of the amount deposited in the Series 2021-1 Note Distribution Account for the payment of interest pursuant to Section 2.5(b)(v) on such Payment Date:

(i) pro rata to each Class A Noteholder, an amount equal to the Class A Interest Payment for such Payment Date;

(ii) pro rata to each Class B Noteholder, an amount equal to the Class B Interest Payment for such Payment Date;

(iii) pro rata to each Class C Noteholder, an amount equal to the Class C Interest Payment for such Payment Date; and

(iv) pro rata to each Class D Noteholder, an amount equal to the Class D Interest Payment for such Payment Date.

(b) On the earlier of (x) June 17, 2024 or (y) the first Payment Date following the date of the occurrence of an Amortization Event with respect to the Series 2021-1 Notes and on each Payment Date thereafter, based solely on the information contained in the Monthly Settlement Statement with respect to the Series 2021-1 Notes, the Indenture Trustee shall, in accordance with Section 6.1 of the Base Indenture, distribute from the Series 2021-1 Note Distribution Account the amount deposited therein pursuant to Sections 2.5(b)(vi) and 2.5(b)(viii) and any amounts withdrawn from the Series 2021-1 Reserve Account and deposited therein pursuant to Sections 2.2(c)(ii) and 2.2(e) on such Payment Date in the following order of priority:

(i) pro rata to each Class A Noteholder until the Class A Invested Amount is reduced to zero;

(ii) pro rata to each Class B Noteholder until the Class B Invested Amount is reduced to zero;

(iii) pro rata to each Class C Noteholder until the Class C Invested Amount is reduced to zero; and

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(iv) pro rata to each Class D Noteholder until the Class D Invested Amount is reduced to zero.

(c) The principal amount of the Series 2021-1 Notes shall be due and payable on the Legal Final Payment Date.

(d) The Indenture Trustee shall notify the Person in whose name a Series 2021-1 Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Series 2021-1 Note will be paid. Such notice shall be made at the expense of the Issuer and shall be mailed within three (3) Business Days of receipt of a Monthly Settlement Statement indicating that such final payment will be made and shall specify that such final installment will be payable only upon presentation and surrender of such Series 2021-1 Note and shall specify the place where such Series 2021-1 Note may be presented and surrendered for payment of such installment. Notices in connection with payments of Series 2021-1 Notes shall be (i) transmitted by facsimile to Series 2021-1 Noteholders holding Global Notes and (ii) sent by registered mail to Series 2021-1 Noteholders holding Definitive Notes and shall specify that such final installment will be payable only upon presentation and surrender of such Series 2021-1 Note and shall specify the place where such Series 2021-1 Note may be presented and surrendered for payment of such installment.

ARTICLE III

AMORTIZATION EVENTS

Section 3.1 Amortization Events

. If any one of the following events shall occur with respect to the Series 2021-1 Notes (each, an “Amortization Event”):

(a) any Trigger Event shall occur;

(b) a Series 2021-1 Asset Amount Deficiency shall occur and continue for at least three (3) Business Days;

(c) a Series 2021-1 Reserve Account Deficiency shall occur and continue for at least five (5) Business Days;

(d) any Servicer Default shall occur;

(e) any Event of Default with respect to the Series 2021-1 Notes shall occur;

(f) an Insolvency Event shall occur with respect to a Seller or the Servicer;

(g) the aggregate amount of cash and Permitted Investments on deposit in the Series 2021-1 Collection Account, the Series 2021-1 Reserve Account and any other Series Accounts on any Payment Date, after giving effect to all deposits and withdrawals to be made therein or therefrom on such Payment Date in accordance with this Indenture Supplement or the applicable Indenture Supplement, shall exceed the Pool Outstanding Principal Balance on such Payment Date;

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(h) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Base Indenture or this Indenture Supplement (other than any failure to make a payment of interest on or principal of any Series 2021-1 Notes) which failure continues unremedied for at least five (5) Business Days after the date such payment or deposit is required to be made or (ii) to duly observe or perform any other covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure materially and adversely affects the interests of the Series 2021-1 Noteholders, and which failure shall continue or not be cured for a period of thirty (30) days after which there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by a Majority in Interest, written notice specifying such default and requiring it to be remedied;

(i) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer thereunder or hereunder to the Indenture Trustee shall prove to have been incorrect when made or when delivered, which incorrect representation or warranty or information materially and adversely affects the interests of the Series 2021-1 Noteholders and continues to be incorrect for a period of thirty (30) days after which there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by a Majority in Interest, written notice thereof;

(j) failure on the part of either Seller (i) to make any payment required by the terms of the Loan Purchase Agreement (or within the applicable grace period which shall not exceed five (5) Business Days after the date such payment is required to be made) or (ii) to duly observe or perform any other covenants or agreements of such Seller in the Loan Purchase Agreement, which failure materially and adversely affects the interests of the Series 2021-1 Noteholders, and which failure shall continue unremedied for a period of thirty (30) days after there shall have been given to such Seller by the Indenture Trustee or such Seller and the Indenture Trustee by a Majority in Interest, written notice specifying such failure and requiring it to be remedied;

(k) any representation or warranty made by either Seller in the Loan Purchase Agreement, or any information required to be delivered by either Seller thereunder to the Issuer or the Indenture Trustee shall prove to have been incorrect when made or when delivered, which incorrect representation or warranty or information materially and adversely affects the interests of the Series 2021-1 Noteholders and continues to be incorrect for a period of thirty (30) days after there shall have been given to such Seller by the Indenture Trustee or such Seller and the Indenture Trustee by a Majority in Interest, written notice thereof;

(l) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; or

(m) on any Seller’s Interest Measurement Date, the Seller’s Interest Amount is less than the Required Seller’s Interest Amount and remains less than the Required Seller’s Interest Amount for thirty (30) days;

then, in the case of any event described in clause (h) through (m) of this Section 3.1, an Amortization Event will be deemed to have occurred with respect to the Series 2021-1 Notes only, if after the applicable grace period, either the Indenture Trustee or the Majority in Interest, declare

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that an Amortization Event has occurred with respect to the Series 2021-1 Notes. In the case of any event described in clauses (a) through (g) of this Section 3.1, an Amortization Event with respect to the Series 2021-1 Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2021-1 Noteholders.

ARTICLE IV OPTIONAL PREPAYMENT

The Issuer shall have the option to prepay the Series 2021-1 Notes in whole but not in part, on any Business Day occurring on or after the Series 2021-1 Permitted Prepayment Date. The Issuer shall give the Indenture Trustee at least three (3) Business Days’ prior written notice of the Business Day on which the Issuer intends to exercise such option to prepay (the “Series 2021-1 Prepayment Date”), and the Indenture Trustee shall (at the direction and expense of the Issuer) give the Series 2021-1 Noteholders written notice of the Series 2021-1 Prepayment Date within one (1) Business Day of its receipt of such notice. The prepayment price for the Series 2021-1 Notes (the “Series 2021-1 Prepayment Amount”) shall equal the sum of (x) the Series 2021-1 Invested Amount (determined after giving effect to any payments of principal and interest on such Payment Date), plus (y) accrued and unpaid interest thereon; provided that the amount of interest payable on each Class of Series 2021-1 Notes on the Series 2021-1 Prepayment Date (other than a Series 2021-1 Prepayment Date that occurs on a Payment Date), if any, will equal the sum of (A) the product of (i) 1/360 of the applicable Note Rate, (ii) the number of days from and including the immediately preceding Payment Date to and excluding the Series 2021-1 Prepayment Date and (iii) the outstanding principal amount of the applicable Class of Notes on the immediately preceding Payment Date and (B) the amount of any unpaid interest on the applicable Class of Notes from prior Payment Dates plus, to the extent permitted by law, interest at the applicable Note Rate. Not later than 11:00 A.M., New York City time, on such Series 2021-1 Prepayment Date, the Issuer shall deposit, or cause to be deposited pursuant to Sections 2.4(d) and 2.4(e) or otherwise, in the Series 2021-1 Note Distribution Account an amount sufficient to pay the Series 2021-1 Prepayment Amount in immediately available funds. The funds deposited into the Series 2021-1 Note Distribution Account will be paid by the Indenture Trustee to the Series 2021-1 Noteholders on such Series 2021-1 Prepayment Date. When the Outstanding Principal Balance of the Series 2021-1 Notes have been paid, this Series 2021-1 Indenture Supplement shall cease to be of further effect.

ARTICLE V

SERVICING FEE

Section 5.1 Servicing Fee

.

If OnDeck is the Servicer, a portion of the Servicing Fee payable to the Servicer pursuant to the Servicing Agreement shall be payable to the Servicer on each Payment Date for the related Monthly Period in an amount (the “Series 2021-1 Servicing Fee”) equal to the product of (a) one-twelfth of 1.00% (the “Series 2021-1 Servicing Fee Percentage”) times (b) the daily average of the Series 2021-1 Serviced Portfolio Balance on each day during such Monthly Period; provided, however, that, the Series 2021-1 Servicing Fee on the first Payment Date following the Series 2021-1 Closing Date will equal the product of (i) 1/360 of the Series 2021-1 Servicing Fee

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Percentage, (ii) the number of days in the period from and including the Series 2021-1 Closing Date to and including June 17, 2021 and (iii) the daily average of the Series 2021-1 Serviced Portfolio Balance on each day during the period described in clause (ii). The Series 2021-1 Servicing Fee shall be payable to the Servicer on each Payment Date pursuant to Section 2.5(b)(iii).

Section 5.2 Successor Servicing Fee

.

If a Successor Servicer is the Servicer, a portion of the Successor Servicing Fee payable to the Successor Servicer pursuant to the Successor Servicing Agreement shall be payable to the Successor Servicer on each Payment Date for the related Monthly Period in an amount (the “Series 2021-1 Successor Servicing Fee”) equal to the greater of (i) $7,500 and (ii) the product of (a) one-twelfth of 1.00% times (b) the daily average of the Series 2021-1 Serviced Portfolio Balance on each day during such Monthly Period. The Series 2021-1 Successor Servicing Fee shall be payable to the Successor Servicer on each Payment Date pursuant to Section 2.5(b)(iii).

ARTICLE VI

FORM OF SERIES 2021-1 NOTES

Section 6.1 Issuance of Series 2021-1 Notes.

(a) Initial Issuance. The Series 2021-1 Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated April 27, 2021 (the “Purchase Agreement”), by and among the Issuer, OnDeck, ODK, Truist Securities, Inc. and Jefferies LLC. The Series 2021-1 Notes will be reoffered and resold initially only to (1) qualified institutional buyers (as defined in Rule 144A) (“QIBs”) in reliance on Rule 144A and (2) in the case of the Class A Notes, the Class B Notes and the Class C Notes only, outside the United States, to Persons other than U.S. Persons (as defined in Regulation S of the Securities Act) in accordance with Rule 903 of Regulation S.

(b) Additional Issuances. At any time during the Series 2021-1 Revolving Period, the Issuer may, in its sole discretion, issue additional Series 2021-1 Notes of any existing class (the “Additional Series 2021-1 Notes”) from time to time without the consent of the Series 2021-1 Noteholders. The Additional Series 2021-1 Notes shall be sold by the Issuer pursuant the Purchase Agreement (or such other similar agreement with one or more initial purchasers). Each issuance of Additional Series 2021-1 Notes of any Class shall be subject to the following conditions: (i) such issuance does not cause the Series 2021-1 Maximum Principal Amount to be exceeded, (ii) the Rating Agency Condition with respect to the Series 2021-1 Notes is satisfied, (iii) the Issuer and the Loans to be acquired by the Issuer in connection with such issuance satisfy all conditions set forth in the Transaction Documents, (iv) at the time of such issuance, an Amortization Event with respect to the Series 2021-1 Notes has not occurred and is not continuing, and (v) an opinion of counsel with respect to tax matters is delivered to the effect that (I) the Class A Notes, the Class B Notes and the Class C Notes will be treated as debt for U.S. federal income tax purposes and the Class D Notes should be treated as debt for U.S. federal income tax purposes, (II) the Issuer will not be treated as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (III) such issuance will not adversely affect the tax characterization of any outstanding notes. At the time of each

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issuance of Additional Series 2021-1 Notes, the Issuer shall deliver to the Indenture Trustee an officer's certificate stating that the foregoing conditions and all other conditions precedent to the authentication of the Additional Series 2021-1 Notes by the Indenture Trustee have been satisfied. The terms and conditions of the Additional Series 2021-1 Notes of each Class shall be identical to those of the initial Series 2021-1 Notes of that Class (except that the interest due on the Additional Series 2021-1 Notes shall accrue from the issue date of such Additional Series 2021-1 Notes). Interest on the Additional Series 2021-1 Notes shall be payable commencing on the first Payment Date following the issue date of such Additional Series 2021-1 Notes (if issued prior to the applicable Record Date). The Additional Series 2021-1 Notes shall rank pari passu in all respects with the initial Series 2021-1 Notes of that Class. Notwithstanding the foregoing, no Additional Series 2021-1 Notes may be issued if, after issuance and sale of such Additional Series 2021-1 Notes, Regulation RR would not be satisfied with respect to the Series 2021-1 Notes.

Section 6.2 Restricted Global Notes.

Each Class of the Series 2021-1 Notes offered and sold in their initial distribution in reliance upon Rule 144A will be issued in the form of a Global Note in fully registered form, without coupons, substantially in the form set forth with respect to the Class A Notes in Exhibit A‑1, with respect to the Class B Notes in Exhibit B-1, with respect to the Class C Notes in Exhibit C‑1 and, with respect to the Class D Notes in Exhibit D in each case registered in the name of Cede & Co., as nominee of DTC, and deposited with the DTC Custodian (collectively, the “Restricted Global Notes”). The initial principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the DTC Custodian in connection with a corresponding decrease or increase in the initial principal amount of the corresponding Class of Temporary Global Notes or the Permanent Global Notes, as hereinafter provided.

Section 6.3 Temporary Global Notes and Permanent Global Notes.

Each of the Class A Notes, the Class B Notes and the Class C Notes offered and sold on the Series 2021-1 Closing Date in reliance upon Regulation S will be issued in the form of a Global Note in fully registered form, without coupons, substantially in the form set forth with respect to the Class A Notes in Exhibit A-2, with respect to the Class B Notes in Exhibit B-2 and with respect to the Class C Notes in Exhibit C-2, in each case which shall be deposited on behalf of the purchasers of the Series 2021-1 Notes represented thereby with the DTC Custodian, and registered in the name of a nominee of DTC for the account of Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) or for Clearstream Banking, société anonyme (“Clearstream”), duly executed by the Issuer and authenticated by the Indenture Trustee in the manner set forth in Section 2.3 of the Base Indenture. Until such time as the Restricted Period shall have terminated, such Class A Notes, Class B Notes and Class C Notes shall be referred to herein collectively as the “Temporary Global Notes”. After such time as the Restricted Period shall have terminated with respect to any Series 2021-1 Notes, such Class A Notes, Class B Notes or Class C Notes, as applicable, as to which the Indenture Trustee has received from Euroclear or Clearstream, as the case may be, a certificate substantially in the form of Exhibit E-4 to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit E-5, shall be exchanged, in whole or in part, for interests in a permanent global note in registered form without interest coupons, with respect to the Class A Notes, substantially in the

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form set forth in Exhibit A-3, with respect to the Class B Notes, substantially in the form set forth in Exhibit B-3 and with respect to the Class C Notes, substantially in the form set forth in Exhibit C-3 as hereinafter provided (collectively, the “Permanent Global Notes”). The principal amount of the Temporary Global Notes or the Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the DTC Custodian in connection with a corresponding decrease or increase of principal amount of the corresponding Class of Restricted Global Notes, as hereinafter provided.

Section 6.4 Definitive Notes.

No Series 2021-1 Note Owner will receive a Definitive Note representing such Series 2021-1 Note Owner’s interest in the Series 2021-1 Notes other than in accordance with Section 2.11 of the Base Indenture.

Section 6.5 Transfer Restrictions.

(a) A Series 2021-1 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, and no such transfer to any such other Person may be registered; provided, however, that this Section 6.5(a) shall not prohibit any transfer of a Series 2021-1 Note that is issued in exchange for a Series 2021-1 Global Note but is not itself a Series 2021-1 Global Note and shall not prohibit any transfer of a beneficial interest in a Series 2021-1 Global Note effected in accordance with the other provisions of this Section 6.5.

(b) The transfer by an owner of a beneficial interest in a Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the same Restricted Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c) If the owner of a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in a Temporary Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Temporary Global Note, such exchange or transfer may be effected, subject to the applicable rules and procedures of DTC, Euroclear and Clearstream (the “Applicable Procedures”), only in accordance with the provisions of this Section 6.5(c). Upon receipt by the Transfer Agent and Registrar, at the office of the Transfer Agent and Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Transfer Agent and Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Temporary Global Note, in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with,

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and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit E-1 given by the holder of such beneficial interest in such Restricted Global Note, the Transfer Agent and Registrar, if it is not the Indenture Trustee, shall instruct the DTC Custodian to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Temporary Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Temporary Global Note having a principal amount equal to the amount by which the principal amount of the Restricted Global Note was reduced upon such exchange or transfer.

(d) If the owner of a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Permanent Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Permanent Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 6.5(d). Upon receipt by the Transfer Agent and Registrar, at the office of the Transfer Agent and Registrar, of (A) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Transfer Agent and Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Permanent Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit E-2 given by the holder of such beneficial interest in such Restricted Global Note, the Transfer Agent and Registrar, if it is not the Indenture Trustee, shall instruct the DTC Custodian to reduce the principal amount of such Restricted Global Note, and to increase the principal amount of the Permanent Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Permanent Global Note having a principal amount equal to the amount by which the principal amount of the Restricted Global Note was reduced upon such exchange or transfer.

(e) If the owner of a beneficial interest in a Temporary Global Note or a Permanent Global Note wishes at any time to exchange its interest in such Temporary Global Note or such Permanent Global Note for an interest in the Restricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 6.5(e). Upon receipt by the Transfer Agent and Registrar, at the office of the Transfer Agent and Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Transfer Agent and Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Restricted Global

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Note in a principal amount equal to that of the beneficial interest in such Temporary Global Note or such Permanent Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Temporary Global Note (but not such Permanent Global Note), a certificate in substantially the form set forth in Exhibit E-3 given by the holder of such beneficial interest in such Temporary Global Note, the Transfer Agent and Registrar, if it is not the Indenture Trustee, shall instruct the DTC Custodian to reduce the principal amount of such Temporary Global Note or such Permanent Global Note, as the case may be, and to increase the principal amount of the Restricted Global Note, by the principal amount of the beneficial interest in such Temporary Global Note or such Permanent Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Temporary Global Note or such Permanent Global Note, as the case may be, was reduced upon such exchange or transfer.

(f) In the event that a Series 2021-1 Global Note or any portion thereof is exchanged for Series 2021-1 Notes other than Series 2021-1 Global Notes, such other Series 2021-1 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2021-1 Notes that are not Series 2021-1 Global Notes or for a beneficial interest in a Series 2021-1 Global Note (if any is then outstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of Sections 6.5(a) through Section 6.5(e) and Section 6.5(g) (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2021-1 Global Note comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and any Applicable Procedures, as may be adopted from time to time by the Issuer and the Transfer Agent and Registrar.

(g) Until the termination of the Restricted Period, interests in the Temporary Global Notes may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided that this Section 6.5(g) shall not prohibit any transfer in accordance with Section 6.5(e). After the expiration of the Restricted Period, interests in the Permanent Global Notes may be transferred without requiring any certifications.

(h) Each transferee of a Class D Note and any beneficial interest therein shall deliver a letter of representation substantially in the form of Exhibit F to the Indenture Trustee and the Servicer.

(i) The Series 2021-1 Notes shall bear the following legends to the extent indicated:

(i) The Restricted Global Notes shall bear the following legend:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES

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LAWS. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, [(D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT]^1^ OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE ISSUER, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E), TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.

[BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) YOU ARE NOT ACQUIRING OR HOLDING AN INTEREST IN THIS NOTE FOR OR ON BEHALF OF, OR WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY THAT IS DEEMED TO HOLD THE “ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), OR (D) A GOVERNMENTAL, NON-U.S., OR CHURCH PLAN WHICH IS SUBJECT TO OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) (EACH OF (A)-(D) REFERRED TO AS A “PLAN”), OR (II) THE PLAN’S ACQUISITION AND HOLDING OF THIS NOTE OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE SIMILAR LAW.]^2^

(ii) The Temporary Global Notes shall bear the following legend:

^1^ Insert for the Class A Notes, the Class B Notes and the Class C Notes only.
^2^ Insert only for the Class A Notes, the Class B Notes and the Class C Notes.
--- ---

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“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. UNTIL 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES AND OUTSIDE OF THE UNITED STATES (THE “OFFERING”), THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (3) TO THE ISSUER..

[BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) YOU ARE NOT ACQUIRING OR HOLDING AN INTEREST IN THIS NOTE FOR OR ON BEHALF OF, OR WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY THAT IS DEEMED TO HOLD THE “ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), OR (D) A GOVERNMENTAL, NON-U.S., OR CHURCH PLAN WHICH IS SUBJECT TO OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) (EACH OF (A)-(D) REFERRED TO AS A “PLAN”), OR (II) THE PLAN’S ACQUISITION AND HOLDING OF THIS NOTE OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE SIMILAR LAW.]^3^

(iii)All Series 2021-1 Global Notes shall bear the following legend:

^3^ Insert only for the Class A Notes, the Class B Notes and the Class C Notes.

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“THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR THE TRANSFER AGENT AND REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.”

(iv)All Class D Notes shall bear the following legend:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY STATE SECURITIES LAWS. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO ONDECK ASSET SECURITIZATION TRUST II LLC (“ODAST”) OR (B) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.

UNLESS YOU (I) ARE ACQUIRING THIS NOTE FROM ONDECK ASSET SECURITIZATION TRUST II LLC OR THE INITIAL PURCHASER ON THE CLOSING DATE (II) ARE (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (THE “PLAN ASSETS REGULATION”)) (THE PLANS

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AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C), “BENEFIT PLANS”) OR (D) A PERSON THAT HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF ONDECK ASSET SECURITIZATION TRUST II LLC OR THAT PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO SUCH ASSETS (OR ANY “AFFILIATE” OF SUCH PERSON (AS DEFINED IN THE PLAN ASSETS REGULATION) (SUCH PERSON, A “CONTROLLING PERSON”) AND (III) HAVE DELIVERED A LETTER OF REPRESENTATION IN THE FORM OF EXHIBIT A TO THE OFFERING MEMORANDUM TO THE INDENTURE TRUSTEE AND THE SERVICER, BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO REPRESENT AND WARRANT THAT (I) YOU ARE NOT A BENEFIT PLAN OR CONTROLLING PERSON, (II) YOU WILL NOT TRANSFER THIS NOTE OR ANY INTEREST HEREIN TO A BENEFIT PLAN OR CONTROLLING PERSON AND (III) YOUR ACQUISITION AND HOLDING OF THIS NOTE OR ANY INTEREST HEREIN WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE.

BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO REPRESENT AND WARRANT TO THE ISSUER, THE SERVICER, ANY PRIOR PURCHASERS AND THE INDENTURE TRUSTEE THAT (I) (A)(1) FOR SO LONG AS YOU HOLD THIS NOTE (OR A BENEFICIAL INTEREST THEREIN), YOU ARE NOT, AND WILL NOT ACQUIRE THIS NOTE OR INTEREST THEREIN ON BEHALF OF, OR WITH THE ASSETS OF, ANY PERSON THAT IS CLASSIFIED FOR U.S. FEDERAL INCOME TAX PURPOSES AS A PARTNERSHIP, SUBCHAPTER S CORPORATION OR GRANTOR TRUST, OR (2)(I) NONE OF THE DIRECT OR INDIRECT BENEFICIAL OWNERS OF ANY INTEREST IN YOU HAVE OR EVER WILL HAVE MORE THAN 50%OF THE VALUE OF ITS INTEREST IN YOU ATTRIBUTABLE TO THE AGGREGATE INTEREST IN YOU IN THE COMBINED VALUE OF THE SERIES 2021-1 NOTES AND ANY OTHER INTERESTS OF THE ISSUING ENTITY HELD BY YOU, AND (II) IT IS NOT AND WILL NOT BE A PRINCIPAL PURPOSE OF THE ARRANGEMENT INVOLVING YOUR INVESTMENT IN THE SERIES 2021-1 NOTES AND ANY EQUITY INTERESTS OF THE ISSUING ENTITY TO PERMIT ANY PARTNERSHIP TO SATISFY THE 100 PARTNER LIMITATION OF TREASURY REGULATION SECTION 1.7704-1(H)(1)(II), OR (B) YOU HAVE OBTAINED A WRITTEN OPINION OF NATIONALLY RECOGNIZED U.S. TAX COUNSEL THAT SUCH TRANSFER WILL NOT CAUSE THE ISSUING ENTITY TO BE TREATED AS A PUBLICLY TRADED PARTNERSHIP TAXABLE AS A CORPORATION;(II) YOU WILL NOT SELL, TRANSFER, ASSIGN, PARTICIPATE, PLEDGE OR OTHERWISE DISPOSE OF OR CAUSE TO BE MARKETED ANY NOTE OR ANY EQUITY INTEREST IN THE ISSUING ENTITY, (A) ON OR THROUGH AN “ESTABLISHED SECURITIES MARKET” WITHIN THE MEANING OF SECTION 7704(B)(1) OF THE CODE AND TREASURY REGULATION SECTION 1.7704-1(B), INCLUDING WITHOUT LIMITATION, AN INTERDEALER QUOTATION SYSTEM THAT REGULARLY

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DISSEMINATES FIRM BUY OR SELL QUOTATIONS OR (B) IF SUCH ACQUISITION WOULD CAUSE THE COMBINED NUMBER OF HOLDERS OF NOTES AND ANY EQUITY INTERESTS IN THE ISSUING ENTITY TO BE HELD BY MORE THAN 90 PERSONS; AND (III) YOU ARE, AND WILL NOT ACQUIRE THIS NOTE OR INTEREST THEREIN ON BEHALF OF A PERSON WHO IS NOT, A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE.”

The required legends set forth above shall not be removed from the applicable Series 2021-1 Notes except as provided herein. The legend required for a Restricted Note may be removed from such Restricted Note if there is delivered to the Issuer and the Transfer Agent and Registrar such satisfactory evidence, which may include an Opinion of Counsel as may be reasonably required by the Issuer and the Transfer Agent and Registrar that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Series 2021-1 Note will not violate the registration requirements of the Securities Act. Upon provision of such satisfactory evidence, the Indenture Trustee upon receipt of an Issuer Order shall authenticate and deliver in exchange for such Restricted Note a Series 2021-1 Note having an equal aggregate principal amount that does not bear such legend.

ARTICLE VII

INFORMATION

The Issuer hereby agrees to provide to the Indenture Trustee, by 2:00 P.M., New York City time, on each Monthly Reporting Date, a Monthly Settlement Statement, substantially in the form of Exhibit G, setting forth as of the immediately preceding Determination Date and for the related Monthly Period the information set forth therein, and, on and after the immediately succeeding Payment Date, and such obligation shall be deemed satisfied upon delivery of each such Monthly Settlement Statement to the Indenture Trustee by the Servicer, and the Indenture Trustee shall provide to the Series 2021-1 Note Owners copies of such Monthly Settlement Statement. The Indenture Trustee shall make each Monthly Settlement Statement available each month (as described above) to the Series 2021-1 Note Owners via the Indenture Trustee’s internet website. The Indenture Trustee’s internet website shall initially be located at https://tss.sfs.db.com/investpublic, which may be accessed by the Note Owners with the use of an assigned password.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Ratification of Indenture.

As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument.

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Section 8.2 Governing Law.

THIS INDENTURE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 8.3 Further Assurances.

The Issuer agrees, at the Issuer’s expense, from time to time, to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Indenture Trustee or the Majority in Interest to more fully effect the purposes of this Indenture Supplement and the sale of the Series 2021-1 Notes hereunder. The Issuer hereby authorizes the Indenture Trustee (without obligation) to file any financing statements or similar documents or notices or continuation statements in order to perfect the Indenture Trustee’s security interest in the Series 2021-1 Collateral under the provisions of the UCC or similar legislation of any applicable jurisdiction.

Section 8.4 Exhibits.

The following exhibits attached hereto supplement the exhibits included in the Base Indenture:

Exhibit A-1: Form of Restricted Global Class A Note

Exhibit A-2: Form of Temporary Global Class A Note

Exhibit A-3: Form of Permanent Global Class A Note

Exhibit B-1: Form of Restricted Global Class B Note

Exhibit B-2: Form of Temporary Global Class B Note

Exhibit B-3: Form of Permanent Global Class B Note

Exhibit C-1: Form of Restricted Global Class C Note

Exhibit C-2: Form of Temporary Global Class C Note

Exhibit C-3: Form of Permanent Global Class C Note

Exhibit D: Form of Restricted Global Class D Note

Exhibit E-1: Form of Transfer Certificate (Restricted to Temporary)

Exhibit E-2: Form of Transfer Certificate (Restricted to Permanent)

Exhibit E-3: Form of Transfer Certificate (Temporary to Restricted)

Exhibit E-4: Form of Clearing System Certificate

Exhibit E-5: Form of Certificate of Beneficial Ownership

Exhibit F:Form of Letter of Representations For Class D Noteholders

Exhibit G: Form of Monthly Settlement Statement

Exhibit H: Form of Withdrawal Request

Exhibit I: Industry Codes

Section 8.5 No Waiver; Cumulative Remedies.

No failure to exercise and no delay in exercising, on the part of the Indenture Trustee, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor

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shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 8.6 Amendments.

(a) Except as provided in Section 6.1(b), Section 8.6(b) and Section 12.1 of the Base Indenture and subject to Section 12.6 of the Base Indenture, the provisions of this Indenture Supplement may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the Issuer, the Indenture Trustee and the Majority in Interest and (ii) the Rating Agency Condition is satisfied with respect to such amendment, modification, or waiver.

(b) Notwithstanding the foregoing Section 8.6(a), solely with respect to clauses (k) through (x) of the Series 2021-1 Concentration Limits, the percentages may be modified at any time by the Issuer without the prior written consent of any Series 2021-1 Noteholders, subject only to satisfaction of the Series 2021-1 Concentration Limit Adjustment Condition.

Section 8.7 [Reserved].

Section 8.8 Severability.

If any provision hereof is void or unenforceable in any jurisdiction, such voidness or unenforceability shall not affect the validity or enforceability of (i) such provision in any other jurisdiction or (ii) any other provision hereof in such or any other jurisdiction.

Section 8.9 Counterparts.

This Indenture Supplement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Indenture Supplement by facsimile transmission or electronic transmission (in pdf format) shall be as effective as delivery of a manually executed counterpart of this Indenture Supplement. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Indenture Supplement and all other Transaction Documents and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture Supplement or any other Transaction Document or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture Supplement or the other Transaction Documents or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all

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Section 8.10 No Bankruptcy Petition.

(a) By acquiring a Series 2021-1 Note or an interest therein, each Series 2021-1 Noteholder and each Series 2021-1 Note Owner hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar proceedings under any federal or state bankruptcy or similar law.

(b) This covenant shall survive the termination of this Indenture Supplement and the Base Indenture and the payment of all amounts payable hereunder and thereunder.

Section 8.11 Notice to Rating Agencies.

The Indenture Trustee shall provide to each Rating Agency a copy of each notice delivered to, or required to be provided by, the Indenture Trustee pursuant to this Indenture Supplement or any other Transaction Document.

Notice to DBRS Morningstar shall be sent to:

DBRS Inc. Attention: Surveillance E-mail: ABS_Surveillance@dbrs.com 140 Broadway, 43rd Floor New York, NY 10005

Notice to KBRA shall be sent to:

Kroll Bond Rating Agency 805 Third Avenue, 29th Floor

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New York, NY 10022 Attention: ABS Surveillance

E-mail: abssurveillance@kbra.com

Section 8.12 Annual Opinion of Counsel.

On or before March 31 of each calendar year, commencing with March 31, 2022, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture Supplement or any Supplement hereto and any other requisite documents and with respect to the authorization and filing of any financing statements and continuation statements as are necessary to maintain the perfection of the Lien and security interest created by this Indenture Supplement and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the perfection of such Lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture Supplement, any Supplement hereto, and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the perfection of the Lien and security interest of this Indenture Supplement and any until March 31 in the following calendar year. For the avoidance of doubt, any Opinion of Counsel furnished in connection with this Section 8.11 may be combined with other Opinions of Counsel furnished to the Indenture Trustee pursuant to the other Transaction Documents.

Section 8.13 Tax Treatment.

The Series 2021-1 Notes are being issued with the intention that they qualify under applicable tax law as indebtedness and any entity acquiring any direct or indirect interest in any Series 2021-1 Note (other than any entity who is treated as the same taxpayer as the Issuer) by acceptance of its Series 2021-1 Notes (or, in the case of a Note Owner, by virtue of such Note Owner’s acquisition of a beneficial interest therein) agrees to treat the Series 2021-1 Notes (or its beneficial interest therein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income as indebtedness.

Section 8.14 Confidentiality.

Each Series 2021-1 Note Owner, by its acceptance and holding of a beneficial interest in a Series 2021-1 Note, hereby agrees to maintain the confidentiality of all Confidential Information in accordance with procedures adopted by such Series 2021-1 Note Owner in good faith to protect Confidential Information of third parties delivered to such Person; provided that such Person may deliver or disclose Confidential Information to: (i) such Person’s directors, trustees, officers, employees, agents, attorneys, independent or internal auditors and affiliates who agree to hold confidential the Confidential Information; (ii) such Person’s financial advisors and other professional advisors who agree to hold confidential the Confidential Information; (iii) any other Series 2021-1 Note Owner; (iv) any Person of the type that would be, to such Person’s knowledge, permitted to acquire an interest in the Series 2021-1 Notes in accordance with the requirements of this Indenture Supplement pursuant to which such Person sells or offers to sell any such interest in the Series 2021-1 Notes or any part thereof and that agrees to hold confidential

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the Confidential Information in accordance with this Indenture Supplement; (v) any federal or state or other regulatory, governmental or judicial authority having jurisdiction over such Person; (vi) the National Association of Insurance Commissioners or any similar organization, or any nationally-recognized rating agency that requires access to information about the investment portfolio or such Person; (vii) any reinsurers or liquidity or credit providers that agree to hold confidential the Confidential Information; (viii) any other Person with the consent of the Issuer or (ix) any other Person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law, rule, regulation, statute or order applicable to such Series 2021-1 Noteholder, (B) in response to any subpoena or other legal process upon prior notice delivered to the Issuer (unless prohibited by applicable law or other requirement having the force of law), (C) in connection with any litigation to which such Person is a party upon prior notice delivered to the Issuer (unless prohibited by applicable law or other requirement having the force of law) or (D) if an Amortization Event with respect to the Series 2021-1 Notes or Event of Default has occurred and is continuing, to the extent such Person may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies offered under the Series 2021-1 Notes, the Indenture or any other document relating to the Series 2021-1 Notes. Each Series 2021-1 Note Owner, by its acceptance of a beneficial interest in the Series 2021-1 Notes, hereby agrees, except as set forth in clauses (v), (vi) and (ix) above, that it will use the Confidential Information for the sole purpose of making an investment in the Series 2021-1 Notes or administering its investment in the Series 2021-1 Notes. In the event of any required disclosure of the Confidential Information by such Series 2021-1 Noteholder, such Series 2021-1 Noteholder shall agree to use reasonably efforts to protect the confidentiality of the Confidential Information.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

ONDECK ASSET SECURITIZATION TRUST III LLC, as Issuer

By: /s/ Steve Cunningham Name: Steve Cunningham Title:   Chief Financial Officer

[SIgNATURE PAGE TO SERIES 2021-1 INDENTURE SUPPLEMENT]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

By: /s/ Susan Ashman Name: Susan Ashman<br>Title:   Associate

By: /s/ Karlene Collins Name: Karlene Collins Title:    Assistant Vice President

[SIgNATURE PAGE TO SERIES 2021-1 INDENTURE SUPPLEMENT]

enva-ex101_86.htm

Exhibit 10.1

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT pursuant to Item 601(b)(10) of Regulation S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

FIFTH AMENDMENT, CONSENT AND JOINDER TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT

This FIFTH AMENDMENT, CONSENT AND JOINDER TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) dated as of May 10, 2021, is entered into by and among ENOVA INTERNATIONAL, INC., a Delaware corporation (“Parent”), certain wholly-owned Restricted Subsidiaries (as defined in the Credit Agreement defined below) of the Parent party hereto as borrowers (each such person and the Parent, individually, a “Existing Borrower” and collectively, jointly and severally, the “Existing Borrowers”), the parties hereto which have signed as “Guarantors” (the “Existing Guarantors”), each Person set forth on Schedule I attached hereto (each, individually, a “New Borrower” and, collectively, the “New Borrowers”; the “New Borrowers” and the “Existing Borrowers” collectively being, the “Borrowers” and individually, a “Borrowers), PANGEA INTERMEDIATE, LLC, a Delaware limited liability company (“Pangea Intermediate”), PANGEA TRANSFER COMPANY, LLC, a Delaware limited liability company (“Pangea Transfer”), PANGEA USA, LLC, a Delaware limited liability company (“Pangea USA”, together with Pangea Intermediate and Pangea Transfer, individually, a “New Guarantor”, collectively, the “New Guarantors”, the “New Guarantors” and the “Existing Guarantors” collectively being, the “Guarantors” and individually, a “Guarantor”), the Lenders (as defined in the Credit Agreement defined below) party hereto (which constitute 100% of the Lenders as of the Fifth Amendment Effective Date (as defined below)), and TBK BANK, SSB, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”), Swingline Lender and LC Issuer.

RECITALS:

WHEREAS, certain of the Borrowers, certain of the Guarantors, the Lenders party thereto, the Swingline Lender, the LC Issuer, and the Administrative Agent entered into a Credit Agreement, dated as of June 30, 2017, as amended by that certain First Amendment to Credit Agreement, dated as of April 13, 2018, as further amended by that certain Second Amendment to Credit Agreement, dated as of October 5, 2018, as further amended by that certain Third Amendment to Credit Agreement, dated as of July 1, 2019, and as further amended by that certain Fourth Amendment and Limited Consent to Credit Agreement, dated as of May 15, 2020 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement, as amended hereby;

WHEREAS, certain of the Borrowers, certain of the Guarantors, and the Administrative Agent entered into a Security Agreement, dated as of June 30, 2017 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”);

WHEREAS, the Existing Borrowers have requested that the Lenders consent to an increase in the Revolving Commitments to $310,000,000 in the aggregate (the “Increase”), which Increase is in excess of the aggregate amount of Revolving Facility Increases permitted by Section 2.19 of the Credit Agreement; and

WHEREAS, the Borrowers, the Guarantors, the Lenders party hereto, the Swingline Lender, the LC Issuer and Administrative Agent desire to consent to such Increase and amend the Credit Agreement and Security Agreement as set forth herein subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.AMENDMENTS, CONSENT AND JOINDER

1.1AMENDMENTS TO THE CREDIT AGREEMENT.  Effective as of the Fifth Amendment Effective Date (as defined below), each of the parties hereto agrees that:

(a)the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the single-underlined text (indicated textually in the same manner as the following example: single-underlined text) as set forth in the document attached as Exhibit A hereto;

(b)Schedule 1.1 (Subsidiaries Groups) and Schedule 3.6 (Litigation)) to the Credit Agreement are hereby amended and restated in their entirety as set forth on Schedule A hereto;

(c)all applicable disclosures in any other Credit Document, including without limitation Schedule 6 to the Security Agreement, are hereby deemed to include the information set forth on Schedule A hereto; and

(d)in connection with the closing of this Amendment on the Fifth Amendment Effective Date and the increase in the Revolving Commitments contemplated hereby, the outstanding Revolving Loans and Participation Interests shall be reallocated by causing such fundings and repayments (through the Administrative Agent) among each of the Lenders having a Revolving Commitment prior to such date and the Lenders acquiring a Revolving Commitment (pursuant to this Amendment) as necessary such that, after giving effect to this Amendment and the increase in the Revolving Commitments contemplated hereby, each Lender will hold Revolving Loans and Participation Interests based on its Revolving Commitment Percentage set forth on Schedule 2.1(a) to the Credit Agreement (after giving effect to this Amendment).

1.2AMENDMENTS TO THE SECURITY AGREEMENT.  Effective as of the Fifth Amendment Effective Date, each of the parties hereto agrees that the Security Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the single-underlined text (indicated textually in the same manner as the following example: single-underlined text) as set forth in the document attached as Exhibit B hereto.

1.3CONSENT

Effective as of the Fifth Amendment Effective Date, the Lenders party hereto (which constitute all Lenders) consent to (w) the Increase, (x) the extension of the deadline set forth in Section 5.5 of the Credit Agreement to join the New Guarantors to the date hereof so long as such

joinder requirements are completed on the date hereof (y) release of (1) EFR 2018-1 as an Additional Credit Party (as defined in that certain Joinder Agreement dated July 11, 2018 executed by and among (i) CNU Online Holdings, LLC, as sole manager of EFR 2018-1, (ii) Enova International, Inc. and (iii) Administrative Agent, (2) CashEuroNet UK, LLC as a Credit Party, (3) Enova Brazil, LLC as a Credit Party, (4) CNU Global-1, LLC as an Additional Credit Party (as defined in that certain Joinder Agreement dated June 5, 2019 executed by and among (i) CNU Global-1, LLC, (ii) Enova International, Inc. and (iii) Administrative Agent, and (5) CNU Global-2, LLC as an Additional Credit Party (as defined in that certain Joinder Agreement dated June 5, 2019 executed by and among (i) CNU Global-2, LLC, (ii) Enova International, Inc. and (iii) Administrative Agent, and (z) the release (1) each of EFR 2018-1 and CashEuroNet UK, LLC as a Pledged Company (as defined in the Security Agreement) and (2) thirty-five (35%) of the Capital Stock issued by each of Enova Brazil, LLC, CNU Global-1, LLC and CNU Global-2, LLC and any Capital Stock issued by their respective Subsidiaries from the security interests and Liens created by the Credit Documents.  For the avoidance of doubt, (a) such Increase shall not constitute a Revolving Facility Increase and (b) Administrative Agent and all Lenders acknowledge and agree that (i) EFR 2018-1 is and shall at all times continue to be a Securitization Subsidiary, (ii) CashEuroNet UK, LLC is an Immaterial Subsidiary, and (iii) each of Enova Brazil, LLC, CNU Global-1, LLC and CNU Global-2, LLC is a CFC Holding Company and each of the foregoing, thus is an Excluded Subsidiary for all purposes of the Credit Documents.

1.4JOINDER

(a)Each New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Borrower will be deemed to be a party to and a “Borrower” under the Credit Agreement and shall have all obligations of a Borrower thereunder as if it had executed the Credit Agreement.  Each New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Credit Documents, including, without limitation (i) all of the representations and warranties set forth in Article III of the Credit Agreement and (ii) all of the affirmative and negative covenants set forth in Articles V and VI of the Credit Agreement.

(b)Each New Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Amendment, each New Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement.  Each New Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Credit Documents, including, without limitation (i) all of the representations and warranties set forth in Article III of the Credit Agreement and (ii) all of the affirmative and negative covenants set forth in Articles V and VI of the Credit Agreement.  Without limiting the generality of the foregoing terms of this Section 1.4(b), each New Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Credit Party Obligations in accordance with Article X of the Credit Agreement.

(c)Each New Borrower and each New Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto.  The information on the schedules to the Credit Agreement are hereby supplemented (to the extent permitted under the Credit Agreement) to reflect the information with respect to the New

Guarantors shown on the attached Schedule B.  The information on the schedules to the Security Agreement are hereby supplemented to reflect the information with respect to the New Guarantors shown on the attached Schedule C.

(d)The information on Schedule D to this Amendment is true and correct as of the date hereof.

(e)The Borrower Representative confirms that the Credit Agreement is, and upon each New Borrower becoming a Borrower and each New Guarantor becoming a Guarantor, shall continue to be, in full force and effect.  The parties hereto confirm and agree that immediately upon each New Borrower becoming a Borrower, the term “Obligations”, as used in the Credit Agreement, shall include all obligations of each New Borrower under the Credit Agreement and under each other Credit Document, and upon each New Guarantor becoming a Guarantor, the term “Obligations,” as used in the Credit Agreement, shall include all obligations of each New Guarantor under the Credit Agreement and under each other Credit Document.

(f)In accordance with Section 24 of the Security Agreement, each New Guarantor and each New Borrower, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and each New Guarantor and each New Borrower hereby (i) agrees to all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor” thereunder are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).  In furtherance of the foregoing, each New Guarantor and each New Borrower hereby unconditionally grants and pledges to the Administrative Agent, for the benefit of the Lender Group and the Bank Product Providers, to secure the Obligations, a continuing security interest in and to all of such New Borrower’s and New Guarantor’s right, title and interest in and to the Collateral.  Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Guarantor and each New Borrower.  The Security Agreement is incorporated herein by reference.

(g)Each New Borrower and each New Guarantor authorizes the Administrative Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments thereto (i) describing the Collateral as “all assets of the debtor, whether now owned or hereafter acquired, including all products and proceeds thereof, but excluding all Excluded Assets (as defined in the Security Agreement), (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance.  For the avoidance of doubt, Excluded Assets shall include certain assets used, sold or transferred to or otherwise disposed of pursuant to permitted receivables and securitization facilities or words of similar effect.

SECTION 2.REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent, the Lenders party hereto, the LC Issuer and Swingline Lender to enter into this Amendment, the Credit Parties hereby represent and warrant to the Administrative Agent, the LC Issuer, the Swingline Lender, and the Lenders, which representations and warranties shall be true, correct and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Fifth Amendment Effective Date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date), it being understood and agreed that the representations and warranties made on the Fifth Amendment Effective Date are deemed to be made concurrently with the consummation of the transactions contemplated hereby:

2.1Due Authorization.  The execution, delivery and performance by each Credit Party of this Amendment have been duly authorized by all necessary corporate, limited liability company, or other organizational action.

2.2Binding Effect.  This Amendment has been duly executed and delivered by each Credit Party.  This Amendment constitutes a legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, subject as to enforcement of remedies to (i) any Debtor Relief Laws and (ii) general principles of equity, whether applied by a court of law or equity.

2.3Incorporation of Representations and Warranties from Credit Agreement.  The representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects on and as of the Fifth Amendment Effective Date as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

2.4Absence of Default.  No event has occurred and is continuing or will result from the consummation of this Amendment that would constitute a Default or an Event of Default.

SECTION 3.CONDITIONS PRECEDENT

3.1Conditions Precedent to Effectiveness of the Amendment.  The Amendment provided for hereby shall become effective as of the date (the “Fifth Amendment Effective Date”) on which each of the following conditions have been satisfied or waived by the Administrative Agent:

(a)The Administrative Agent shall have received counterparts of (a) this Amendment, executed by Borrowers, Guarantors, Lenders, Swingline Lender, LC Issuer and the Administrative Agent, (b) the Amended and Restated Fee Letter, executed by the Parent in favor

of the Administrative Agent, and (c) counterparts of any other Credit Document set forth on Exhibit C, executed by the duly authorized officers of the parties thereto.

(b)The Administrative Agent and counsel to Administrative Agent shall have received an executed copy of the favorable written opinion of Paul Hastings LLP, counsel for the Credit Parties, as to such matters as the Administrative Agent may reasonably request, dated as of the Fifth Amendment Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent (and Parent hereby instructs such counsel to deliver such opinions to Administrative Agent and Lenders).

(c)The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Credit Party in form and substance reasonably satisfactory to Administrative Agent dated as of the Fifth Amendment Effective Date which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Administrative Agent, of the board of directors (or other equivalent governing body, member, manager or partner) of such Credit Party authorizing the execution, delivery and performance of this Amendment and any other Credit Document delivered in connection herewith to which such Credit Party is a party (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Credit Party (or of the manager of such Credit Party) authorized to execute this Amendment and any other Credit Document delivered in connection herewith to which such Credit Party is a party, (iii) (1) that the Organization Documents of each Credit Party (other than Parent, each New Guarantor and each Credit Party set forth on Schedule II attached hereto) have not been amended or modified since the Effective Date and (2) that the Organization Documents attached thereto, as amended, of Parent, each New Guarantor, and each Credit Party set forth on Schedule II attached hereto are true and correct and in full force and effect and (iv) the good standing (or equivalent status) of such Credit Party in its jurisdiction of organization and attach a good standing certificate (or equivalent) thereto dated not more than fifteen (15) days prior to the Fifth Amendment Effective Date issued by the appropriate Governmental Authorities of the state of incorporation or organization.

(d)The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Parent as of the Fifth Amendment Effective Date, substantially in the form of Exhibit 4.1(m) to the Credit Agreement stating that immediately after giving effect to this Amendment, the other Credit Documents, and all the transactions contemplated to occur on such date, (a) no Default or Event of Default exists, (b) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality in the text thereof) and (c) the Borrowers are not prohibited under the Senior Notes Indenture from increasing the Commitments up to $310,000,000 under the Credit Agreement.

(e)Borrowers shall have paid the Fifth Amendment Closing Fee (as defined below) and all other fees, costs and expense due and payable as of the Fifth Amendment Effective Date under the Credit Agreement and other Credit Documents.

(f)The Administrative Agent shall have received a Notice of Borrowing with respect to the Loans (if any) to be made on the Fifth Amendment Effective Date.

The Administrative Agent, the LC Issuer, Swingline Lender and each Lender, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative Agent, the LC Issuer, Swingline Lender, or Lenders, as applicable on the Fifth Amendment Effective Date.

SECTION 4.CONDITIONS SUBSEQUENT

Within the time periods after the Fifth Amendment Effective Date specified in Schedule E or such later date as the Administrative Agent agrees to in writing, the Credit Parties shall deliver the documents or take the actions specified on Schedule E, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 5.MISCELLANEOUS

5.1Reference to and Effect on the Credit Agreement, the Security Agreement and the Other Credit Documents.

(a)On and after the Fifth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Credit Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.  On and after the Fifth Amendment Effective Date, each reference in the Security Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Security Agreement, and each reference in the Credit Documents to “the Security Agreement”, “thereunder”, “thereof” or words of like import referring to the Security Agreement, shall mean and be a reference to the Security Agreement, as amended by this Amendment.  This Amendment is hereby designated as a Credit Document for all purposes of the Credit Documents.

(b)Except as expressly set forth herein, no other amendments, changes or modifications to the Credit Agreement, the Security Agreement and each other Credit Document are intended or implied, and in all other respects the Credit Agreement and each other Credit Document are and shall continue to be in full force and effect and are hereby in all respects specifically ratified, restated and confirmed by all parties hereto as of the Fifth Amendment Effective Date and the Credit Parties shall not be entitled to any other further amendment by virtue of the provisions of this Amendment or with respect to the subject matter of this Amendment.  To the extent of conflict between the terms of this Amendment and the other Credit Documents, the terms of this Amendment shall control.  The Credit Agreement and the Security Agreement and this Amendment shall be read and construed as one agreement.

(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, LC Issuer, Swingline Lender, Administrative Agent or Agent under the Credit Agreement

or Security Agreement, nor constitute a waiver of any provision of the Credit Agreement or Security Agreement.

5.2Fees.  Borrowers shall pay to Administrative Agent a non-refundable amendment closing fee (based on the Maximum Revolver Amount (for the avoidance of doubt, which amount shall be $310,000,000)) for the pro rata benefit of each Lender party hereto who is providing a Revolving Commitment on the Fifth Amendment Effective Date equal to $1,550,000 in the aggregate for all such Lenders (the “Fifth Amendment Closing Fee”), which Fifth Amendment Closing Fee shall be due and payable, fully earned and non-refundable on the Fifth Amendment Effective Date.

5.3Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that (a) neither a Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Administrative Agent and each Lender and (b) no Lender may assign or otherwise transfer any of its rights or obligations hereunder except as permitted by Section 9.6 of the Credit Agreement.

5.4Governing Law.  This Amendment, and any claims, controversy or dispute arising out of or relating to this Amendment, shall be governed by, and shall be construed in accordance with, the laws of the State of New York.

5.5Execution in Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy or email shall be effective as delivery of a manually executed counterpart of this Amendment.

5.6Headings.  Section headings herein are intended for convenience only and shall be ignored in construing this Amendment.

5.7Reallocation of Revolving Loans.  The parties hereto hereby acknowledge and agree that in connection with the increase in Revolving Commitments under this Amendment, on the Fifth Amendment Effective Date, the outstanding Revolving Loans and Participation Interests shall be reallocated by causing such fundings and repayments (through the Administrative Agent) among each of the Lenders having a Revolving Commitment prior to such date and the Lenders acquiring a Revolving Commitment (pursuant to this Amendment) as necessary such that, after giving effect to this Amendment and the Revolving Facility Increase effectuated hereunder, each Lender will hold Revolving Loans and Participation Interests based on its Revolving Commitment Percentage set forth on Schedule 2.1(a) to the Credit Agreement (after giving effect to such increase in the Revolving Commitments).

5.8General Ratifications.  The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement, the Security Agreement and the other Credit Documents and except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement (including, without limitation, the Guaranty set forth in Article X thereof), the Security Agreement

and the other Credit Documents are ratified and confirmed and shall continue in full force and effect.  The Credit Parties, the Administrative Agent, the LC Issuer, Swingline Lender and the Lenders agree that the Credit Agreement, the Security Agreement and the other Credit Documents, as amended hereby or in connection herewith, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms subject as to enforcement of remedies to (x) any Debtor Relief Laws and (y) general principles of equity, whether applied by a court of law or equity.  Each Credit Party ratifies and reaffirms the Obligations are secured by the Credit Documents including, without limitation, all indebtedness and other obligations of Borrowers now or hereafter existing under the Credit Agreement.

5.9Costs and Expenses.  Each Credit Party acknowledges that Section 9.5 of the Credit Agreement applies to this Amendment and the transactions, agreements and documents contemplated thereunder.  The Credit Parties shall pay all costs and expenses due and payable as of the Fifth Amendment Effective Date under the Credit Agreement and the other Credit Documents.

5.10Severability.  Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

5.11ENTIRE AGREEMENT.  THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

SECTION 6.NO WAIVER

Except as explicitly set forth herein, nothing contained in this Amendment shall be construed as a waiver by Administrative Agent or any Lender of any covenant or provision of the Credit Agreement or the other Credit Documents, and the failure of Administrative Agent or any Lender at any time or times hereafter to require strict performance by the Credit Parties of any provision thereof shall not waive, affect or diminish any right of Administrative Agent and the Lenders to thereafter demand strict compliance therewith.  Administrative Agent and the Lenders hereby reserve all rights granted under the Credit Agreement, the other Credit Documents and this Amendment.

[remainder intentionally left blank]

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

EXISTING BORROWER and PARENT:

ENOVA INTERNATIONAL, INC., a Delaware corporation

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Chief Financial Officer

[Signature Page to Fifth Amendment]

EXISTING BORROWERS:

ALIGN INCOME SHARE FUNDING LLC a Delaware limited liability company ALIGN MINT, LLC a Delaware limited liability company CASHNET CSO OF MARYLAND, LLC a Delaware limited liability company

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Vice President

CASHNETUSA CO LLC a Delaware limited liability company CASHNETUSA OR LLC a Delaware limited liability company THE CHECK GIANT NM, LLC a Delaware limited liability company

By: CNU of New Mexico, LLC Its: Manager

By: CNU Online Holdings, LLC Its: Member

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Vice President

[Signature Page to Fifth Amendment]

CASHNETUSA OF FLORIDA, LLC a Delaware limited liability company CNU OF ALASKA, LLC a Delaware limited liability company CNU OF ARIZONA, LLC a Delaware limited liability company CNU OF CALIFORNIA, LLC a Delaware limited liability company CNU OF COLORADO, LLC a Delaware limited liability company CNU OF DELAWARE, LLC a Delaware limited liability company CNU OF FLORIDA, LLC a Delaware limited liability company CNU OF HAWAII, LLC a Delaware limited liability company CNU OF ILLINOIS, LLC a Delaware limited liability company CNU OF INDIANA, LLC a Delaware limited liability company CNU OF MAINE, LLC a Delaware limited liability company CNU OF MICHIGAN, LLC a Delaware limited liability company CNU OF MINNESOTA, LLC a Delaware limited liability company CNU OF MISSISSIPPI, LLC a Delaware limited liability company CNU OF MISSOURI, LLC a Delaware limited liability company CNU OF MONTANA, LLC a Delaware limited liability company CNU OF NEVADA, LLC a Delaware limited liability company CNU OF NEW HAMPSHIRE, LLC a Delaware limited liability company CNU OF NEW MEXICO, LLC a Delaware limited liability company CNU OF NORTH DAKOTA, LLC a Delaware limited liability company CNU OF OHIO, LLC a Delaware limited liability company CNU OF OKLAHOMA, LLC a Delaware limited liability company CNU OF OREGON, LLC a Delaware limited liability company CNU OF RHODE ISLAND, LLC a Delaware limited liability company CNU OF SOUTH CAROLINA, LLC a Delaware limited liability company CNU OF TENNESSEE, LLC a Delaware limited liability company CNU OF WASHINGTON, LLC a Delaware limited liability company CNU OF WISCONSIN, LLC a Delaware limited liability company CNU OF WYOMING, LLC a Delaware limited liability company

[Signature Page to Fifth Amendment]

By: CNU ONLINE HOLDINGS, LLC Its: Member

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Vice President

[Signature Page to Fifth Amendment]

CNU OF ALABAMA, LLC a Delaware limited liability company CNU OF IDAHO, LLC a Delaware limited liability company CNU OF KANSAS, LLC a Delaware limited liability company CNU OF LOUISIANA, LLC a Utah liability company CNU OF SOUTH DAKOTA, LLC a Delaware limited liability company CNU OF TEXAS, LLC a Delaware limited liability company CNU OF UTAH, LLC a Utah limited liability company CNU ONLINE HOLDINGS, LLC a Delaware limited liability company CUMULUS FUNDING, INC. a Delaware corporation ENOVA SMB, LLC a Delaware limited liability company TENNESSEE CNU, LLC a Delaware limited liability company CNU OF VIRGINIA, LLC a Utah limited liability company OHIO CONSUMER FINANCIAL SOLUTIONS, LLC a Delaware limited liability company

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Vice President

[Signature Page to Fifth Amendment]

NEW BORROWERS:

NC FINANCIAL SOLUTIONS OF ALABAMA, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF ARIZONA, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF CALIFORNIA, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF DELAWARE, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF GEORGIA, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF IDAHO, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF ILLINOIS, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF MISSOURI, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF NEW MEXICO, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF NORTH DAKOTA, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF SOUTH CAROLINA, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF WISCONSIN, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF VIRGINIA, LLC a Utah limited liability company

By: NC Financial Solutions, LLC Its: Member

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Vice President

[Signature Page to Fifth Amendment]

NC FINANCIAL SOLUTIONS OF LOUISIANA, LLC a Utah limited liability company

By: CNU of Utah, LLC Its: Member

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Vice President

HEADWAY CAPITAL, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF SOUTH DAKOTA, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF UTAH, LLC a Utah limited liability company ODK CAPITAL, LLC a Delaware limited liability company THE BUSINESS BACKER, LLC a Delaware limited liability company

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Vice President

ODWS, LLC a Delaware limited liability company

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Officer

ON DECK CAPITAL, INC. a Delaware corporation

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Treasurer

[Signature Page to Fifth Amendment]

EXISTING GUARANTORS:

AEL NET MARKETING, LLC a Delaware limited liability company AEL NET OF MISSOURI, LLC a Delaware limited liability company CNU TECHNOLOGIES OF IOWA, LLC a Delaware limited liability company DOLLARSDIRECT, LLC a Delaware limited liability company ENOVA INTERNATIONAL GEC, LLC a Delaware limited liability company

By: CNU ONLINE HOLDINGS, LLC Its: Member

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Vice President

[Signature Page to Fifth Amendment]

BILLERS ACCEPTANCE GROUP, LLC a Delaware limited liability company CNU DOLLARSDIRECT INC. a Delaware corporation CNU DOLLARSDIRECT LENDING INC. a Delaware corporation DEBIT PLUS, LLC a Delaware limited liability company ENERGY INTERMEDIATE, INC. a Delaware corporation ENOVA FINANCE 2, LLC a Delaware limited liability company ENOVA FINANCE 3, LLC a Delaware limited liability company ENOVA FINANCE 4, LLC a Delaware limited liability company ENOVA FINANCIAL HOLDINGS, LLC a Delaware limited liability company ENOVA ONLINE SERVICES, INC. a Delaware corporation MOBILE LEASING GROUP, INC. a Delaware corporation NC FINANCIAL SOLUTIONS OF TEXAS, LLC a Delaware limited liability company NETCREDIT FINANCE, LLC a Delaware limited liability company NETCREDIT LOAN SERVICES, LLC a Delaware limited liability company

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Vice President

[Signature Page to Fifth Amendment]

CREDITME, LLC a Delaware limited liability company

By: NC Financial Solutions, LLC Its: Member

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Vice President

DEBIT PLUS PAYMENT SOLUTIONS, LLC a Delaware limited liability company DEBIT PLUS SERVICES, LLC a Delaware limited liability company DEBIT PLUS TECHNOLOGIES, LLC a Delaware limited liability company

By: Debit Plus, LLC Its: Member

By: _/s/ Steve Cunningham_________________ Name: Steve Cunningham Title: Vice President

ENOVA DECISIONS, LLC a Delaware limited liability company

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Secretary

[Signature Page to Fifth Amendment]

NC FINANCIAL SOLUTIONS OF FLORIDA, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF INDIANA, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF KANSAS, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF MARYLAND, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF MISSISSIPPI, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF MONTANA, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF NEVADA, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF NEW HAMPSHIRE, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF NEW JERSEY, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF OHIO, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF OREGON, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF RHODE ISLAND, LLC a Delaware limited liability company NC FINANCIAL SOLUTIONS OF TENNESSEE, LLC a Delaware limited liability company

By: NC Financial Solutions, LLC Its: Member

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Vice President

[Signature Page to Fifth Amendment]

NEW GUARANTORS:

PANGEA INTERMEDIATE, LLC a Delaware limited liability company PANGEA TRANSFER COMPANY, LLC a Delaware limited liability company

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Vice President

PANGEA USA, LLC a Delaware limited liability company

By: Pangea Transfer Company, LLC Its: Member

By: _/s/ Steve Cunningham________________ Name: Steve Cunningham Title: Vice President

[Signature Page to Fifth Amendment]

ADMINISTRATIVE AGENT:

TBK BANK, SSB, as Administrative Agent

By: _/s/ John Hanley___________________________ Name:John Hanley Title:Senior Vice President

[Signature Page to Fifth Amendment]

LENDER, SWINGLINE LENDER AND LC ISSUER:

TBK BANK, SSB, as Lender, Swingline Lender and LC Issuer

By: _/s/ John Hanley__________________________ Name:John Hanley Title:Senior Vice President

Notice Address: TBK Bank, SSB 3 Park Central Suite 1700 12700 Park Central Drive Dallas, Texas 75251 Attention:John Hanley Email:JHanley@triumphcf.com

With a copy to: Dorsey & Whitney LLP 300 Crescent Court, Suite 400 Dallas, Texas 75201 Attention: Larry A. Makel, Esq.

[Signature Page to Fifth Amendment]

LENDER:

VERITEX COMMUNITY BANK, as successor in interest to Green Bank, N.A.

By:  __/s/ Lawrence R. Giglio, Jr._______________ Name:Lawrence R. Giglio, Jr. Title:Vice President – Commercial Banking

Notice Address:

Veritex Community Bank 8214 Westchester Drive, Suite 600 Dallas, Texas 75225 Attn: Lawrence R. Giglio, Jr.

[Signature Page to Fifth Amendment]

LENDER:

AXOS BANK

By: __/s/_David Park__________________ Name: David Park Title: Executive Vice President

Notice Address:

Axos Bank 4350 La Jolla Village Drive, STE 140 San Diego, CA 92122 Attention: Joel Kodish Email: jkodish@axosbank.com

with a copy to:

Axos Bank 4350 La Jolla Village Drive, STE 140 San Diego, CA 92122 Attention: Eshel Bar-Adon Email: ebaradon@axosbank.com

[Signature Page to Fifth Amendment]

LENDER:

PACIFIC WESTERN BANK

By: _/s/ J.T. Cook, III_________________________ Name: J.T. Cook, III Title: Senior Vice President, Portfolio Manager

Notice Address:

Pacific Western Bank 5404 Wisconsin Avenue, 2^nd^ Floor Chevy Chase, MD 20815 Attention: Sue Choi

Email: schoi@pacwest.com jcook@pacwest.com

[Signature Page to Fifth Amendment]

LENDER:

BANK OF MONTREAL

By: __/s/ Chris Clark______________________________ Name:Chris Clark Title:Director

Notice Address: Bank of Montreal 115 S. LaSalle Chicago, IL 60603 Attention: Chris Clark, Director Email: ChristopherL.Clark@bmo.com

[Signature Page to Fifth Amendment]

LENDER:

SYNOVUS BANK

By: __/s/ Dan Courchesne___________________ Name: Dan Courchesne Title: President, Specialty Finance Division

Notice Address: Synovus Bank 1200 Ashwood Pkwy – Suite 150 Atlanta, GA 30338 Attention: Roman Mazo, Managing Director Structured Lending Email: romanmazo@synovus.com

[Signature Page to Fifth Amendment]

LENDER:

TRANSPORTATION ALLIANCE BANK INC. D/B/A TAB BANK

By: __/s/ Jeremyn Kitchen___________________ Name:Jeremyn Kitchen Title:Assistant Vice President

Notice Address: Transportation Alliance Bank Inc. d/b/a TAB Bank 4285 Harrison Blvd Ogden, UT 84403 Attention: Bryan Bischoff, Senior Relationship Manager Email: Bryan.bischoff@tabbank.com

[Signature Page to Fifth Amendment]

Schedule I

New Borrowers

1. HEADWAY CAPITAL LLC, a Delaware limited liability company
2. NC FINANCIAL SOLUTIONS OF ALABAMA, LLC, a Delaware limited liability company
--- ---
3. NC FINANCIAL SOLUTIONS OF ARIZONA, LLC, a Delaware limited liability company
--- ---
4. NC FINANCIAL SOLUTIONS OF CALIFORNIA, LLC, a Delaware limited liability company
--- ---
5. NC FINANCIAL SOLUTIONS OF DELAWARE, LLC, a Delaware limited liability company
--- ---
6. NC FINANCIAL SOLUTIONS OF GEORGIA, LLC, a Delaware limited liability company
--- ---
7. NC FINANCIAL SOLUTIONS OF IDAHO, LLC, a Delaware limited liability company
--- ---
8. NC FINANCIAL SOLUTIONS OF ILLINOIS, LLC, a Delaware limited liability company
--- ---
9. NC FINANCIAL SOLUTIONS OF LOUISIANA, LLC, a Utah limited liability company
--- ---
10. NC FINANCIAL SOLUTIONS OF MISSOURI, LLC, a Delaware limited liability company
--- ---
11. NC FINANCIAL SOLUTIONS OF NEW MEXICO, LLC, a Delaware limited liability company
--- ---
12. NC FINANCIAL SOLUTIONS OF NORTH DAKOTA, LLC, a Delaware limited liability company
--- ---
13. NC FINANCIAL SOLUTIONS OF SOUTH CAROLINA, LLC, a Delaware limited liability company
--- ---
14. NC FINANCIAL SOLUTIONS OF SOUTH DAKOTA, LLC, a Delaware limited liability company
--- ---
15. NC FINANCIAL SOLUTIONS OF UTAH, LLC, a Utah limited liability company
--- ---
16. NC FINANCIAL SOLUTIONS OF VIRGINIA, LLC, a Utah limited liability company
--- ---
17. NC FINANCIAL SOLUTIONS OF WISCONSIN, LLC, a Delaware limited liability company
--- ---
18. ODK CAPITAL, LLC, a Delaware limited liability company
--- ---
19. THE BUSINESS BACKER, LLC, a Delaware limited liability company
--- ---
20. ON DECK CAPITAL, INC., a Delaware corporation
--- ---
21. NC FINANCIAL SOLUTIONS, LLC, a Delaware limited liability company
--- ---
22. ODWS, LLC, a Delaware limited liability company
--- ---

Schedule II

Certified Organization Documents

1. Align Income Share Funding LLC
2. Align Mint, LLC
--- ---
3. CashNet CSO of Maryland, LLC
--- ---
4. CashnetUSA CO LLC
--- ---
5. CashnetUSA OR LLC
--- ---
6. CNU of Alabama, LLC
--- ---
7. CNU of Idaho, LLC
--- ---
8. CNU of Kansas, LLC
--- ---
9. CNU of Louisiana, LLC
--- ---
10. CNU of South Dakota, LLC
--- ---
11. Cumulus Funding, Inc.
--- ---
12. Energy Intermediate, Inc.
--- ---
13. Enova SMB, LLC
--- ---
14. Headway Capital, LLC
--- ---
15. NC Financial Solutions of Indiana, LLC
--- ---
16. NC Financial Solutions of Louisiana, LLC
--- ---
17. NC Financial Solutions of Utah, LLC
--- ---
18. ODK Capital, LLC
--- ---
19. ODWS, LLC
--- ---
20. Ohio Consumer Financial Solutions, LLC
--- ---
21. On Deck Capital, Inc.
--- ---
22. Tennessee CNU, LLC
--- ---
23. The Business Backer, LLC
--- ---

Exhibit A

Amended Credit Agreement

(attached)

Exhibit A to Fifth Amendment

$~~125,000,000~~ 310,000,000

CREDIT AGREEMENT

among

ENOVA INTERNATIONAL, INC., as a Borrower and the Parent,

CERTAIN RESTRICTED SUBSIDIARIES OF THE PARENT FROM TIME TO TIME PARTY HERETO, as Borrowers,

CERTAIN RESTRICTED SUBSIDIARIES OF THE PARENT FROM TIME TO TIME PARTY HERETO, as Guarantors,

THE LENDERS PARTY HERETO,

and

TBK BANK, SSB, as Administrative Agent and Collateral Agent

Dated as of June 30, 2017

~~JEFFERIES FINANCE LLC and~~ TBK BANK, SSB, as Joint Lead Arrangers and Joint Lead Bookrunners

PACIFIC WESTERN BANK, AXOS BANK, BANK OF MONTREAL and SYNOVUS BANK, as Co-Documentation Agents

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS1

Section 1.1.Defined Terms.1

Section 1.2.Divisions.38

Section 1.3.Other Definitional Provisions.~~36~~38

Section ~~1.3~~1.4.Accounting Terms.~~37~~39

Section ~~1.4~~1.5.Time References.~~38~~40

Section ~~1.5~~1.6.Execution of Documents.~~38~~40

Section ~~1.6~~1.7.Letter of Credit Amounts.~~38~~40

Section 1.8.Certain Calculations and Tests.40

ARTICLE II THE LOANS; AMOUNT AND TERMS ~~38~~42

Section 2.1.Revolving Loans.~~38~~42

Section 2.2.Swingline Loan Subfacility.~~40~~43

Section 2.3.Letter of Credit Subfacility.~~41~~45

Section 2.4.Fees.~~48~~51

Section 2.5.Commitment Terminations or Reductions.~~49~~52

Section 2.6.Prepayments.~~49~~53

Section 2.7.Default Rate and Payment Dates.~~51~~54

Section 2.8.[Reserved].~~51~~55

Section 2.9.Computation of Interest and Fees; Usury.~~51~~55

Section 2.10.Pro Rata Treatment and Payments.~~52~~56

Section 2.11.Non-Receipt of Funds by the Administrative Agent.~~53~~57

Section 2.12.[Reserved.]~~54~~58

Section 2.13.Yield Protection.~~54~~58

Section 2.14.[Reserved.]~~55~~59

Section 2.15.Taxes.~~55~~59

Section 2.16.[Reserved.]~~59~~62

Section 2.17.[Reserved.]~~59~~63

Section 2.18.Replacement of Lenders.~~59~~63

Section 2.19.Revolving Facility Increases.~~60~~64

Section 2.20.Defaulting Lenders.~~61~~65

Section 2.21.Extension of Revolving Loans and Revolving Commitments.~~63~~67

Section 2.22.No Plan Assets.~~65~~69

ARTICLE III REPRESENTATIONS AND WARRANTIES~~65~~69

Section 3.1.Existence, Qualification and Power; Compliance with Laws.~~65~~70

Section 3.2.Authorization; No Contravention.~~66~~70

Section 3.3.Governmental Authorization.~~66~~70

Section 3.4.Binding Effect.~~66~~70

Section 3.5.Financial Statements; No Material Adverse Effect.~~66~~71

Section 3.6.Litigation.~~67~~71

Section 3.7.Ownership of Property; Liens.~~67~~71

Section 3.8.Environmental Compliance.~~67~~71

Section 3.9.Taxes.~~67~~72

Section 3.10.ERISA Compliance.~~67~~72

Section 3.11.Capitalization and Subsidiaries.~~68~~72

Section 3.12.Margin Regulations; Investment Company Act.~~68~~73

Section 3.13.Disclosure.~~68~~73

Section 3.14.Intellectual Property; Licenses, Etc.~~69~~73

Section 3.15.Solvent.~~69~~73

Section 3.16.Compliance with FCPA.~~69~~73

Section 3.17.Anti-Money Laundering Laws.~~69~~73

Section 3.18.Compliance with OFAC Rules and Regulations.~~69~~74

Section 3.19.Margin Stock.~~70~~74

Section 3.20.[Reserved.]~~70~~74

Section 3.21.Servicing.~~70~~74

Section 3.22.Employment Matters~~70~~75

ARTICLE IV CONDITIONS PRECEDENT~~70~~75

Section 4.1.Conditions to Initial Extensions of Credit.~~71~~75

Section 4.2.Conditions to All Extensions of Credit.~~73~~77

ARTICLE V AFFIRMATIVE COVENANTS~~73~~78

Section 5.1.Financial Statements.~~73~~78

Section 5.2.Certificates; Other Information.~~74~~79

Section 5.3.Notices of Material Events.~~76~~80

Section 5.4.Payment of Obligations.~~76~~81

Section 5.5.Preservation of Existence, Etc.~~76~~81

Section 5.6.Maintenance of Properties.~~77~~82

Section 5.7.Maintenance of Insurance.~~77~~82

Section 5.8.Compliance with Laws.~~77~~82

Section 5.9.Books and Records.~~78~~82

Section 5.10.Inspection Rights.~~78~~83

Section 5.11.Compliance with ERISA.~~78~~83

Section 5.12.Use of Proceeds.~~78~~83

Section 5.13.Further Assurances.~~79~~83

Section 5.14.Notice of Formation of Subsidiary.~~79~~84

Section 5.15.New Domestic Subsidiaries.~~79~~84

Section 5.16.Unrestricted Subsidiaries.~~79~~84

Section 5.17.Compliance with Environmental Laws.~~80~~85

Section 5.18.Compliance with FCPA, OFAC and Anti-Money Laundering Laws.~~80~~85

Section 5.19.Post-Closing Covenants.~~80~~85

ARTICLE VI NEGATIVE COVENANTS~~81~~85

Section 6.1.Liens.~~81~~86

Section 6.2.Indebtedness.~~81~~86

Section 6.3.Investments.~~85~~89

Section 6.4.Fundamental Changes.~~86~~91

Section 6.5.Dispositions.~~87~~92

Section 6.6.Restricted Payments.~~89~~94

Section 6.7.Change in Nature of Business.~~91~~96

Section 6.8.Transactions with Affiliates.~~91~~96

Section 6.9.Burdensome Agreements.~~92~~97

Section 6.10.Amendment of Organization Documents and Fiscal Year.~~92~~97

Section 6.11.Amendment of Subordinated Debt.~~92~~97

Section 6.12.Amendment of Senior Notes or Additional Notes.~~92~~97

Section 6.13.Guaranties.~~93~~98

Section 6.14.Financial Covenants.~~93~~98

ARTICLE VII EVENTS OF DEFAULT~~93~~98

Section 7.1.Events of Default.~~93~~98

Section 7.2.Acceleration; Remedies.~~95~~100

Section 7.3.Equity Cure.~~96~~101

Section 7.4.Prepayment Cure.~~97~~102

ARTICLE VIII THE ADMINISTRATIVE AGENT~~97~~102

Section 8.1.Appointment and Authority.~~97~~102

Section 8.2.Nature of Duties.~~97~~102

Section 8.3.Exculpatory Provisions.~~98~~103

Section 8.4.Reliance by Administrative Agent.~~98~~103

Section 8.5.Notice of Default.~~99~~104

Section 8.6.Non-Reliance on Administrative Agent and Other Lenders.~~99~~104

Section 8.7.Indemnification.~~99~~104

Section 8.8.Administrative Agent in Its Individual Capacity.~~100~~105

Section 8.9.Successor Administrative Agent.~~100~~105

Section 8.10.Guaranty and Collateral Matters.~~101~~106

Section 8.11.Bank Products.~~101~~106

Section 8.12.Erroneous Payments 106

ARTICLE IX MISCELLANEOUS ~~101~~107

Section 9.1.Amendments, Waivers and Consents.~~101~~107

Section 9.2.Notices.~~104~~109

Section 9.3.No Waiver; Cumulative Remedies.~~106~~111

Section 9.4.Survival of Representations and Warranties.~~106~~111

Section 9.5.Payment of Expenses and Taxes; Indemnity.~~106~~112

Section 9.6.Successors and Assigns; Participations.~~107~~113

Section 9.7.Right of Set-off; Sharing of Payments.~~111~~117

Section 9.8.Table of Contents and Section Headings.~~112~~118

Section 9.9.Counterparts; Effectiveness; Electronic Execution.~~112~~118

Section 9.10.Severability.~~113~~118

Section 9.11.Integration.~~113~~118

Section 9.12.Governing Law.~~113~~119

Section 9.13.Consent to Jurisdiction; Service of Process and Venue.~~113~~119

Section 9.14.Confidentiality.~~114~~119

Section 9.15.Acknowledgments.~~115~~120

Section 9.16.Waivers of Jury Trial; Waiver of Consequential Damages.~~115~~120

Section 9.17.Patriot Act Notice.~~115~~121

Section 9.18.Resolution of Drafting Ambiguities.~~115~~121

Section 9.19.Subordination of Intercompany Debt.~~116~~121

Section 9.20.Continuing Agreement.~~116~~121

Section 9.21.[Reserved.] ~~116~~122

Section 9.22.Press Releases and Related Matters.~~116~~122

Section 9.23.Appointment of Borrower Representative.~~116~~122

Section 9.24.No Advisory or Fiduciary Responsibility.~~117~~122

Section 9.25.Responsible Officers and Authorized Officers.~~117~~123

Section 9.26.Entire Agreement.~~118~~123

ARTICLE X GUARANTY~~118~~123

Section 10.1.The Guaranty.~~118~~123

Section 10.2.Bankruptcy.~~118~~124

Section 10.3.Nature of Liability.~~119~~124

Section 10.4.Independent Obligation.~~119~~124

Section 10.5.Authorization.~~119~~125

Section 10.6.Reliance.~~119~~125

Section 10.7.Waiver.~~119~~125

Section 10.8.Limitation on Enforcement.~~120~~126

Section 10.9.Confirmation of Payment.~~120~~126

Section 10.10.Eligible Contract Participant.~~121~~126

Section 10.11.Keepwell.~~121~~126

Section 10.12.Joint and Several Liability of Borrowers.~~121~~127

Schedules

Schedule 1.1Subsidiaries Groups

Schedule 2.1(a)Commitments

Schedule 3.1(d)Compliance with Laws

Schedule 3.6Litigation

Schedule 3.7(b)Real Property

Schedule 5.19Post-Closing Covenants

Schedule 6.1Liens

Schedule 6.2(k)Indebtedness

Schedule 6.3Investments

Schedule 6.8Transactions with Affiliates

Exhibits

Exhibit 1.1(a)Form of Account Designation Notice

Exhibit 1.1(b)Form of Assignment and Assumption

Exhibit 1.1(c)Form of Borrowing Base Certificate

Exhibit 1.1(d)Form of Joinder Agreement

Exhibit 1.1(e)Form of Notice of Borrowing

Exhibit 1.1(g)Form of Bank Product Provider Notice

Exhibit 2.1(v)Form of Revolving Loan Note

Exhibit 2.2(d)Form of Swingline Loan Note

Exhibit 2.3(b)Form of Letter of Credit Issuance Request

Exhibit 4.1(g)Form of Solvency Certificate

Exhibit 4.1(m)Form of Closing Certificate

Exhibit 5.2(a)Form of Compliance Certificate

Exhibit F-1U.S. Tax Compliance Certificate

Exhibit F-2U.S. Tax Compliance Certificate

Exhibit F-3U.S. Tax Compliance Certificate

Exhibit F-4U.S. Tax Compliance Certificate

THIS CREDIT AGREEMENT, dated as of June 30, 2017, is by and among ENOVA INTERNATIONAL, INC., a Delaware corporation (“Parent”), certain wholly-owned Restricted Subsidiaries (as hereinafter defined) of the Parent party hereto from time to time as borrowers (each such person and the Parent, individually, a “Borrower” and collectively, jointly and severally, the “Borrowers”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) and TBK BANK, SSB, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Credit Parties (as hereinafter defined) have requested that the Lenders make revolving loan commitments and other financial accommodations to the Credit Parties in an aggregate amount of up to $~~125,000,000~~310,000,000 (which may be increased from time to time pursuant to Section 2.19), as more particularly described herein; and

WHEREAS, the Lenders have agreed to make such loans and other financial accommodations to the Credit Parties on the terms and conditions contained herein.

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

Article I DEFINITIONS

Section 1.1.Defined Terms.

As used in this Agreement, terms defined in the preamble to this Agreement have the meanings therein indicated, and the following terms have the following meanings:

“Account Designation Notice” shall mean the Account Designation Notice dated as of the Closing Date from the Borrower Representative to the Administrative Agent in substantially the form attached hereto as Exhibit 1.1(a).

“Acquisition” shall mean the acquisition by any Person of (a) a majority of the Capital Stock of another Person, (b) all or substantially all of the assets of another Person or (c) all or substantially all of a line of business of another Person, in each case whether or not involving a merger or consolidation with such other Person.

“Acquisition Consideration” shall mean the consideration given by any Credit Party or any of its Subsidiaries for an Acquisition, including but not limited to the sum of (without duplication) (a) the fair market value of any cash, Property (including Redeemable Stock) or services given, plus (b) consideration paid with proceeds of Indebtedness permitted pursuant to this Agreement, plus (c) the amount of any Indebtedness assumed, incurred or guaranteed (to the extent not otherwise included) in connection with such Acquisition by any Credit Party or any of its Subsidiaries.

“Additional Credit Party” shall mean each Person that becomes a Guarantor by executing a Joinder Agreement in accordance with Section 5.15.

“Additional Notes” shall mean any Indebtedness of the Credit Parties (other than the Senior Notes and Subordinated Debt) incurred or issued after the Fifth Amendment Effective Date (or, in the case of Assumed Indebtedness, incurred or issued prior to or after the Fifth Amendment Effective Date

and assumed by a Credit Party after the Effective Date), which, in each case, (a) is not secured, directly or indirectly, or in whole or in part, by a Lien and (b) does not contain any More Restrictive Covenants than ~~the~~any Senior Notes Indenture ~~described in~~ ~~clause (a)~~ ~~of the definition thereof~~, the pricing of such Additional Note is not materially worse than ~~the~~any Senior Notes Indenture ~~described in~~ ~~clause (a)~~ ~~of the definition thereof~~, and the “maturity date” of such Additional Note is at least 13 months after the Maturity Date; provided, it is understood and agreed that if any such Additional Notes are convertible into common stock or preferred stock, the mechanics of such conversion shall not be considered More Restrictive Covenants and such stock shall not be redeemable until at least 13 months after the Maturity Date.

“Adjusted EBITDA” shall mean, with respect to any period, EBITDA for such period adjusted to (a) exclude any non-cash gain or loss recognized on the income statement from derivative and currency value fluctuations during such period and (b) give effect to the trailing twelve month pro forma results for acquisitions and dispositions of business entities or properties or assets constituting a division or line of business of any business entity and other customary specified transactions and for operational changes and operational initiatives, including any “run-rate” synergies, operating expense reductions and improvements and cost savings, determined in good faith by the Parent and certified to the Administrative Agent to result from actions which have been taken or are expected to be taken no later than 12 months following any such acquisition, disposition, other customary specified transaction, operational change or operational initiatives, including with adjustments as provided in Article 11, Regulation S-X of the Securities Act of 1933 during such period); provided, however, that, notwithstanding the foregoing, to the extent any such changes are not associated with a transaction, such changes shall be limited to those for which all steps have been taken for realizing such savings and that are factually supportable and reasonably identifiable; provided, further, that that the amounts set forth in subsection (b) hereof with respect to “run-rate” synergies, operational expense reductions and improvements and cost savings, when aggregated with the cumulative amount of add backs set forth in clauses (iv), (vi), (vii), (viii), (ix), and (xi) of the definition of EBITDA, shall not together exceed 10% of EBITDA.

“Adjusted Funded Debt” shall mean, as of any date of determination, the sum of (a) Funded Debt as of such date, minus (b) unrestricted Cash on Hand as of such date.

“Administrative Agent” or “Agent” shall have the meaning set forth in the first paragraph of this Agreement and shall include any successors in such capacity.

“Administrative Questionnaire” shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” shall mean, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, the Person specified.

“Agreement” or “Credit Agreement” shall mean this Agreement, as amended, modified, extended, restated, replaced, or supplemented from time to time in accordance with its terms.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to (a) the Prime Rate in effect on such day plus (b) ~~1.00~~0.75%.  For purposes hereof: “Prime Rate” shall mean, at any time, the “U.S. Prime Lending Rate” as published in the Wall Street Journal.  If for any reason the Administrative Agent shall have reasonably determined (which determination shall be conclusive in the absence of manifest error) that the Prime Rate no longer accurately reflects an accurate determination of the prevailing Prime Rate, the Administrative Agent may select a reasonably comparable index or source to

use as the basis for the Alternate Base Rate, until the circumstances giving rise to such inability no longer exist.  Any change in the Alternate Base Rate due to a change in any of the foregoing will become effective on the effective date of such change in the Prime Rate.

“Anti-Money Laundering Laws” shall have the meaning assigned in Section 3.17.

“Applicable Percentage” shall mean, with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented by such Revolving Lender’s Revolving Commitment.  If the Revolving Commitments have terminated or expired, the Applicable Percentage shall be determined based on the Revolving Commitments most recently in effect, giving effect to any assignments.

“Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender under common control with such Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender under common control with such Lender.

“Approved State” shall mean (i) as of the Effective Date, any State in which the Credit Parties are licensed and qualified by a Governmental Authority, if required, to carry on the ordinary course of its business and (ii) on and after the Effective Date, any other State (A) in which the Credit Parties have conducted regulatory due diligence with respect to such State and provided such regulatory and other diligence in advance to the Administrative Agent, which shall be in form and substance reasonably satisfactory to it in its Permitted Discretion, and (B) in which the Credit Parties are licensed and qualified by a Governmental Authority, if required, to carry on the ordinary course of its business.

“Assets” shall mean, as of any date of determination, the assets which would be reflected on a balance sheet of the Parent and its Restricted Subsidiaries on a Consolidated basis prepared as of such date in accordance with GAAP.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.6), and accepted by the Administrative Agent, in substantially the form of Exhibit 1.1(b) or any other form approved by the Administrative Agent.

“Assumed Indebtedness” shall mean Indebtedness assumed by the Credit Parties and/or their Restricted Subsidiaries, or owed by an acquired Restricted Subsidiary, in connection with a Permitted Acquisition or any other Investment permitted hereunder.

“Attributable Indebtedness” shall mean, on any date of determination, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation of any Person, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

“Audited Financial Statements” shall mean the audited consolidated balance sheet of the Parent and its Consolidated Subsidiaries for the fiscal year ended December 31, ~~2016~~2020 and the related consolidated statements of income, operations, stockholders’ equity and cash flows for such fiscal year of the Parent.

“Availability” shall mean the amount by which the Revolving Committed Amount at any time exceeds the Revolving Credit Outstandings.

“Availability Trigger” shall have the meaning assigned in Section 5.2(e).

“Bank Product” shall mean any of the following products, services or facilities extended to any Credit Party or any Subsidiary by any Bank Product Provider: (a) Cash Management Services; (b) products under any Hedging Agreement; and (c) commercial credit card, purchase card and merchant card services; provided, however, that for any of the foregoing to be included as “Obligations” for purposes of a distribution under Section 2.10(b), the applicable Bank Product Provider must have previously provided a Bank Product Provider Notice to the Administrative Agent which shall provide the following information: (i) the existence of such Bank Product and (ii) the maximum dollar amount (if reasonably capable of being determined) of obligations arising thereunder (the “Bank Product Amount”).  The Bank Product Amount may be changed from time to time upon written notice to the Administrative Agent by the Bank Product Provider.

“Bank Product Amount” shall have the meaning set forth in the definition of Bank Product.

“Bank Product Collateralization” means providing cash collateral (pursuant to documentation reasonably satisfactory to Administrative Agent) to be held by the Administrative Agent for the benefit of the Bank Product Providers in an amount determined by the Administrative Agent in its Permitted Discretion as sufficient to satisfy the reasonably estimated credit exposure with respect to the then existing Bank Product Debt.

“Bank Product Debt” shall mean the Indebtedness and other obligations of any Credit Party or Subsidiary relating to Bank Products.

“Bank Product Provider” shall mean (i) Veritex Community Bank, as successor in interest to Green Bank, N.A. and, (ii) any other Person that provides Bank Products to a Credit Party or any Subsidiary, to the extent that (a) such Person is a Lender or an Affiliate of a Lender or any other Person that was a Lender (or an Affiliate of a Lender) at the time it entered into the Bank Product but has ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under the Credit Agreement or (b) such Person is a Lender or an Affiliate of a Lender on the Effective Date and the Bank Product was entered into on or prior to the Effective Date (even if such Person ceases to be a Lender or such Person’s Affiliate ceases to be a Lender).

“Bank Product Provider Notice” shall mean a notice substantially in the form of Exhibit 1.1(g).

“Bankruptcy Code” shall mean the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

“Bankruptcy Event” shall mean any of the events described in Section 7.1(e).

“Board of Governors” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrowers” shall have the meaning set forth in the first paragraph of this Agreement.

“Borrowing Base” shall mean:

(a) ~~65~~75% of the Eligible Accounts, minus ~~(i) two percent (2.0%) for each percent that Dilution exceeds twenty-five percent (25%) of the Eligible Accounts, until the advance rate equals fifty-three percent (53%), and (ii) additional reductions below fifty-three percent (53%) of at least~~ two percent (2.0%) for each percent that Dilution exceeds thirty
~~one~~ percent (~~31~~30%) ~~unless a lesser reduction rate is approved by one hundred percent~~ of the Eligible Accounts; provided that any reduction in accordance with this clause (~~100%~~a) shall not be effective without the prior written approval of the Required Lenders, plus
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(b) unrestricted cash and cash equivalents of the Credit Parties to the extent held in deposit accounts either (x) maintained by the ~~Revolving~~Administrative Agent and to which Borrowers have no access to such funds and (y) over which the ~~Revolving~~Administrative Agent has Control (as such term is defined in the UCC pursuant to a full dominion Controlled Account Agreement), minus
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(c) the aggregate amount of Reserves, if any, established by Administrative Agent.
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~~Decreases permitted under Section (a)(i) above may be made from time to time by the Administrative Agent in the exercise of its Permitted Discretion, following ten (10) Business Days’ prior written notice to the Parent specifying in reasonable detail the reason for such reduction.~~

~~Decreases permitted under Section (a)(ii) above may be made by the Administrative Agent in its Permitted Discretion at any time and from time to time~~

Notwithstanding anything to the contrary contained herein, any Receivables acquired in connection with a Permitted Acquisition and owned by a Borrower will immediately be included in the Borrowing Base so long as it otherwise constitutes an Eligible Account at a value equal to the Acquired Asset Borrowing Base Calculation (as defined herein); provided, that if the Borrowers have not delivered, at their expense, a customary field examination reasonably acceptable to Administrative Agent within 90 days of the acquisition of such Receivables (or such longer period as the Administrative Agent may reasonably agree), such Receivables will cease to be eligible for inclusion in the Borrowing Base until delivery of such customary field examination reasonably acceptable to Administrative Agent; provided, further, that such Receivables shall in no event comprise more than 10.0% of the availability created by the Borrowing Base.  “Acquired Asset Borrowing Base Calculation” means 50% of the book value of the relevant Receivables as set forth in the consolidated balance sheets of the relevant acquired entities (or, in the case of an asset acquisition, the seller’s balance sheet) for the most recently ended fiscal quarter of the Parent for which financial statements have been delivered, and applying eligibility and reserve criteria consistent with those applied to Receivables included in the Borrowing Base, until the delivery to the Administrative Agent of a reasonably satisfactory field examination in respect thereof.

“Borrowing Base Certificate” means a certificate in the form of Exhibit 1.1(c).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Capital Lease” shall mean, as of any date of determination, any lease of Property, real or personal, which would be capitalized on a balance sheet of the lessee prepared as of such date, in accordance with GAAP.

“Capital Stock” shall mean, as to any Person, the equity interests in such Person, including, without limitation, the shares of each class of capital stock in any Person that is a corporation, each class of partnership interest in any Person that is a partnership, and each class of membership interest in any Person that is a limited liability company, and any right to subscribe for or otherwise acquire any such equity interests.

“Cash Collateral Agreement” shall mean that certain Cash Collateral Agreement, dated as of June 30, 2017, between the Parent and Jefferies Group LLC with respect to the Existing Cash Collateralized Letter of Credit.

“Cash Collateralize” shall mean, if and to the extent required by this Agreement, to pledge and deposit in the LC Account or deliver to the Administrative Agent, for the benefit of one or more of the LC Issuer and the Lenders, as collateral for LC Obligations or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Administrative Agent and the LC Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the LC Issuer.  “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Management Services” shall mean any services provided from time to time to any Credit Party or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services and all other treasury and cash management services.

“Cash on Hand” shall mean, as of any date of determination, the amount equal to the amount of cash and cash equivalents, determined in accordance with GAAP, as it appears on the consolidated balance sheet of the Parent and the Consolidated Subsidiaries, in each case as of such date of determination.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“CFC Holding Company” means any direct or indirect Domestic Subsidiary of the Parent that owns no material assets other than Capital Stock in CFCs or CFC Holding Companies or cash, cash equivalents and incidental assets related thereto.

“CFPB” shall mean the Consumer Financial Protection Bureau or any successor thereto.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” shall mean (a) with respect to each Borrower, that Parent shall cease to own directly or indirectly and control 100% of the Capital Stock of such Borrower entitled to vote for members of the board of directors or equivalent governing body of such Borrower on a fully-diluted basis except to the extent permitted by Section 6.4 or Section 6.5 hereof, (b) with respect to the Parent, an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of the Parent or its Restricted Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5

under the Exchange Act), directly or indirectly, of 50% or more of the Capital Stock of the Parent entitled to vote for members of the board of directors or equivalent governing body of the Parent on a fully-diluted basis or (c) a “Change of Control” as defined in the Senior Notes Indenture; provided, however, with respect to any sale or transfer of any Capital Stock of any Borrower (other than the Parent) whereby the new purchaser and/or the new purchaser’s Affiliates (in each case, other than Parent or any of its Subsidiaries pursuant to a transaction permitted under this Agreement) acquire in a single transaction or a series of transactions twenty percent (20%) or more of the Capital Stock of any Borrower (other than the Parent), before any such sale or transfer may be made, Borrower Representative must give three (3) Business Days’ prior written notice to Administrative Agent identifying the name of the new purchaser and such other information required by Administrative Agent to enable Administrative Agent to run its OFAC searches; provided, further, that such sale or transfer may only be made if the OFAC searches are reasonably satisfactory to Administrative Agent.

“Closing Date” shall have the meaning set forth in Section 4.1.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” has the meaning set forth in the Security Agreement.

“Commitment” shall mean the Revolving Commitments and the Swingline Commitment, individually or collectively, as appropriate.

“Commitment Fee” shall have the meaning set forth in Section 2.4(a).

“Commitment Fee Percentage” shall mean (a) 0.50% if the average daily unused portion of the Revolving Commitments of non-Defaulting Lenders during such period is ~~less~~greater than 50% of the Maximum Revolver Amount ~~and~~, (b) 0.30% if the average daily unused portion of the Revolving Commitments of non-Defaulting Lenders during such period is greater than 30% of the Maximum Revolver Amount but less than or equal to 50% of the Maximum Revolver Amount, and (c) 0.15% if the average daily unused portion of the Revolving Commitments of non-Defaulting Lenders during such period is less than or equal to 30% of the Maximum Revolver Amount.

“Commitment Period” shall mean with respect to Revolving Loans and Swingline Loans, the period from and including the Closing Date to but excluding the Maturity Date.

“Committed Funded Exposure” shall mean, as to any Lender at any time (and without duplication), the aggregate principal amount at such time of its outstanding Loans and Participation Interests at such time.

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Commonly Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with the Parent within the meaning of Section 4001(b)(1) of ERISA or is part of a group which includes the Parent and which is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 430 of the Code to the extent required by such Section, Section 414(m) or 414(o) of the Code.

“Compliance Certificate” shall mean a certificate substantially in the form of Exhibit 5.2(a).

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Controlled Account Agreement” shall have the meaning set forth in the Security Agreement.

“Consolidated” shall mean, when used with reference to financial statements or financial statement items of the Parent and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.

“Consolidated Subsidiaries” shall mean, all Subsidiaries of the Parent which are Consolidated with the financial statements of Parent in accordance with GAAP.

“Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any contract, agreement, instrument or undertaking to which such Person is a party or by which it or any of its Property is bound.

“Consolidated Total Assets” means, (i) for purposes of testing the Financial Covenants, as of any date of determination, the total assets of Parent and its Consolidated Subsidiaries as of the most recent fiscal quarter end for which a Consolidated balance sheet of such Person and its Consolidated Subsidiaries is available and (ii) for purposes of testing any basket provided in any ~~Negative Covenant~~negative covenant set forth in Article VI and the definition of “Permitted Acquisition”, as of any date of determination, the total assets of Parent and its Restricted Subsidiaries as of the most recent fiscal quarter end for which a Consolidated balance sheet of such Person and its Consolidated Subsidiaries is available.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Corrective Extension Agreement” shall have the meaning set forth in Section 2.21(d).

“Credit Documents” shall mean this Agreement, the Security Agreement, any Security Agreement Supplement, the Copyright Security Agreement (as defined in the Security Agreement), the Patent Security Agreement (as defined in the Security Agreement), the Trademark Security Agreement (as defined in the Security Agreement), any Controlled Account Agreement ~~(as defined in the Security Agreement)~~, any landlord waivers, any Borrowing Base Certificate, any Joinder Agreement and all other material agreements, documents, certificates and instruments required to be delivered to the Administrative Agent or any Lender by any Credit Party in connection therewith (other than any agreement, document, certificate or instrument related to a Bank Product).

“Credit Party” shall mean any Borrower and any Guarantor.

“Credit Protection Laws” means all federal, state and local Laws in respect of the business of extending credit to borrowers, including without limitation, the Truth in Lending Act (and Regulation Z promulgated thereunder), Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, the Americans with Disabilities Act, Gramm-Leach-Bliley Financial Privacy Act, the Military Lending Act, all rules and regulations promulgated by the CFPD, anti-discrimination and fair lending Laws, Laws relating to consumer protection Laws, servicing procedures or maximum charges and rates of interest, and other similar Laws, each to the extent applicable to the Credit Parties, and all applicable regulations in respect of any of the foregoing.

“Cure Notice” shall have the meaning set forth in Section 7.3.

“Cure Right” shall have the meaning set forth in Section 7.3.

“Debtor Relief Laws” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the U.S. or other applicable jurisdictions from time to time in effect.

“Default” shall mean any of the events specified in Section 7.1, that after notice, lapse of applicable grace periods or both would, unless cured or waived hereunder, constitute an Event of Default.

“Default Rate” shall mean (a) the Alternate Base Rate plus (b) 2.00% per annum.

“Defaulting Lender” shall mean, subject to Section 2.20(b), any Lender that, as determined by the Administrative Agent (with notice to the Borrowers of such determination), (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in Swingline Loans, within three Business Days of the date required to be funded by it hereunder, (b) has notified any Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or, except in connection with a good faith dispute, under other agreements in which it commits to extend credit, (c) has failed within three Business Days after request by the Administrative Agent or the Borrower Representative, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“Dilution” means, as of any date of determination, calculated as set forth on the Dilution Statement on a trailing twelve-month basis, a percentage that is the result of dividing the dollar amount of:

(a) bad debt write-downs, charge-offs, discounts, credits, deductions, or other dilutive items as determined by Administrative Agent with respect to Borrowers’ Eligible Accounts (referred to as C/Os on the Dilution Statement) minus recoveries (referred to as Recoveries on the Dilution Statement), by
(b) the sum of, with respect to Eligible Accounts:
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(i) Borrowers’ newly underwritten loans (referred to as Cons Written on the Dilution Statement) plus
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(ii) renewals and refinances (referred to as Adjusted Sales on the Dilution Statement), plus
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(iii) loan origination costs (referred to as Origin Costs on the Dilution Statement), plus
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(iv) interest (referred to as Fin Chgs Act Lns on the Dilution Statement);
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provided, however, that notwithstanding anything to the contrary herein, (i) the amount of any such dilutive items shall have a reasonable relationship to the event, condition or other matters that are the

basis for such change, (ii) the implementation of any dilutive item resulting in an overadvance shall not be deemed to cause a Default or an Event of Default until three (3) Business Days thereafter, and (iii) the Lenders and the Administrative Agent agree that to the extent that the Borrowing Base, on any date of determination, exceeds the Maximum Revolver Amount, the Dilution will not apply to the Maximum Revolver Amount and shall only be applied against the Borrowing Base, as opposed to the Maximum Revolver Amount.

“Dilution Statement” means the statement setting forth the Dilution at the end of each fiscal period of the Parent substantially in the form set forth on Exhibit A to the Third Amendment, as such exhibit may be updated from time to time upon the mutual agreement of Parent and Administrative Agent.

“Disposition” or “Dispose” shall mean the sale, transfer, license or other disposition (including any sale and leaseback transaction, but excluding a Dividend) of any Property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Institution” means (a) those persons that are direct competitors of the Borrowers and their Subsidiaries to the extent identified by the Borrower Representative to the Administrative Agent by name in writing from time to time, (b) those banks, financial institutions and other persons separately identified by the Borrower Representative to the Administrative Agent in writing on or before the Effective Date, (c) natural persons or (d) in the case of clauses (a) or (b), any of their Affiliates, other than bona fide debt funds, that are clearly identifiable as Affiliates solely on the basis of their name, provided that the foregoing shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Loans to the extent such party was not an Disqualified Institution at the time of the applicable assignment or participation, as the case may be.

“Dividends” in respect of any Person, shall mean (a) cash distributions or any other distributions of Property, or otherwise, on, or in respect of, any class of Capital Stock of such Person (other than (x) dividends or distributions payable solely in its Capital Stock which is not Redeemable Stock of such Person, or options, warrants or other rights to purchase Capital Stock which is not Redeemable Stock of such Person and (y) dividends or distributions payable to the Parent or any of its Restricted Subsidiaries (and, if such Restricted Subsidiary has stockholders, members or partners other than the Parent or other Restricted Subsidiaries, to its other stockholders, members or partners on no more than a pro rata basis)), and (b) any and all funds, cash or other payments made in respect of the redemption, repurchase or acquisition of such Capital Stock (specifically excluding purchases under employee benefit plans), unless such Capital Stock shall be redeemed or acquired solely through the exchange of such Capital Stock with Capital Stock of the same class or options or warrants to purchase such Capital Stock.

“Dollars” and “$” shall mean dollars in lawful currency of the U.S.

“Domestic Subsidiary” shall mean any Subsidiary that is organized and existing under the laws of the U.S. or any state or commonwealth thereof or under the laws of the District of Columbia.

“Early Termination Fee” shall have the meaning set forth in Section 2.6(d).

“EBITDA” shall mean, with respect to any period, (a) Net Income for such period, plus (b) without duplication and to the extent deducted in determining Net Income for such period in accordance with GAAP, (i) Interest Expense for such period, (ii) federal, state, local and foreign income and franchise taxes of the Parent and its Consolidated Subsidiaries for such period, (iii) depreciation and amortization expenses of the Parent and its Consolidated Subsidiaries for such period and other non-cash

charges of the Parent and its Consolidated Subsidiaries, (iv) extraordinary, unusual or non-recurring charges, expenses or losses, and related tax effects, (v) non-cash charges, expenses or losses, including, without limitation, any non-cash asset retirement costs, non-cash compensation charges including stock option and other equity-based compensation expenses, non-cash translation (gain) loss and non-cash expense relating to the vesting of warrants for such period, (vi) restructuring costs, integration costs, costs of strategic initiatives, business optimization expenses or costs, retention, recruiting, relocation and signing and stay bonuses and expenses, facility opening, pre-opening and closing and consolidation costs, contract termination costs, stock option and other equity-based compensation expenses, severance costs, transaction fees and expenses and management, monitoring, consulting and advisory fees, indemnities and expenses, including, without limitation, any one time expense relating to enhanced accounting function or other transaction costs for such period, (vii) such other adjustments (x) evidenced by or contained in a due diligence quality of earnings report made available to the Administrative Agent prepared by (I) a nationally recognized accounting firm or (II) any other accounting firm that shall be reasonably acceptable to the Administrative Agent, (y) the adjustments previously identified in the lender presentation provided by the ~~Company~~Parent on November 1, 2016 (the “Company Model”), or (z) consistent with Regulation S-X, (viii) other accruals, payments and expenses (including rationalization, legal, tax, structuring and other costs and expenses) related to the Transactions, acquisitions, investments, dividends, restricted payments, dispositions, refinancings or issuances of debt or equity permitted under the Credit Documents or related to any amendment, modification or waiver in respect of the documentation (including the Credit Documents and the Senior ~~Credit~~Notes Documents) governing the transactions described in this clause (viii) for such period, (ix) charges, losses or expenses to the extent paid for, reimbursed, indemnified or insured by a third party (solely to the extent actually paid or reimbursed within 365 days after the end of such period) for such period, (x) minority interest expense for such period, (xi) the amount of costs incurred related to implementation of operational and reporting systems and technology initiatives for such period, (xii) letter of credit fees, (xiii) net increases (decreases) in deferred revenue liabilities (including the current portion thereof), (xiv) charges relating to earn-out obligations incurred in connection with any Permitted Acquisition to the extent permitted to be incurred under this Agreement and which earn-out obligation is required by the application of Financial Accounting Standard No. 141 (as the same may be revised by the Financial Accounting Standards Board) to be, and are, expensed by the Parent and its Consolidated Subsidiaries, (xv) losses arising from fluctuations in foreign currency exchange rates for such period, (xvi) any non-cash increase in expenses (x) resulting from the revaluation of inventory (including any impact of changes to inventory valuation policy methods including changes in capitalization of variances) or other inventory adjustments, or any other acquisition for such period or (y) due to purchase accounting for such period, (xvii) ordinary course board of director fees and expenses not to exceed $600,000 in any fiscal year, and (xviii) losses from the sale, exchange, transfer or other disposition of Property not in the ordinary course of business of Parent and any of its Consolidated Subsidiaries and related tax effects from such losses as determined in accordance with GAAP; provided, however, that amounts paid in cash and added back pursuant to clauses (iv), (vi), (vii), (viii), (ix), and (xi) hereof shall in the aggregate not exceed 10% of EBITDA (for the Parent and its Consolidated Subsidiaries) for such period, minus (c) without duplication and to the extent included in determining Net Income for such period, any extraordinary gains and extraordinary non-cash credits of the Parent and its Subsidiaries for such period.

“Effective Date” shall mean the date of this Agreement.

“Eligible Accounts” shall mean all unpaid Receivables of the Borrowers arising in the ordinary course of business~~, and which the Administrative Agent deems to be Eligible Accounts in its Permitted Discretion, and which~~ that meet~~, at a minimum,~~ all of the following requirements (each in form and substance satisfactory to the Administrative Agent in its Permitted Discretion):

(a) any Receivable is not unpaid more than 1 day past the original due date;
(b) such Receivable complies with the Underwriting Guidelines and such Receivable is a “type” or “class” that was underwritten by Administrative Agent prior to the ~~Closing~~Fifth Amendment Effective Date (in each case, unless otherwise agreed to by the Administrative Agent in its Permitted Discretion);
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(c) any Receivables generated by Headway Capital, LLC or Business Backer, LLC so long as each was in compliance with the Investment Company Act of 1940, as amended, when such Receivable was originated;
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(d) Borrowers shall have the account debtor’s loan application and any Portfolio Documents evidencing such Receivable (which may also be in electronic form);
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(e) such Receivable is assignable to the Administrative Agent without the consent of, or any other prior action by, a third party;
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(f) such Receivable and any related Portfolio Documents shall have been duly authorized and executed, shall be in full force and effect and shall represent a legal, valid and binding and absolute and unconditional payment obligation of the account debtor thereunder, enforceable against such account debtor in accordance with the terms of the Receivable and any Portfolio Documents for the amount outstanding thereon (as modified as permitted under this definition), without any offset, actual counterclaim or actual defense, except as the enforceability of the Receivable and Portfolio Documents are limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, and such Receivable is not contingent in any respect for any reason, there are no conditions precedent to the enforceability or validity of the Receivable, and no account debtor has a bona fide claim against any Credit Party;
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(g) such Receivable shall comply (and shall have been originated and shall have been serviced in compliance) in all material respects with all Credit Protection Laws and such the Portfolio Documents evidencing such Receivable shall be on forms that are in compliance in all material respects with all Credit Protection laws and other applicable Laws of the State in which such Receivable was originated;
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(h) all amounts and information in respect of such Receivable furnished to Administrative Agent in connection therewith shall be, to each Credit Party’s knowledge, true and correct in all material respects (without duplication of any materiality qualifier);
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(i) no Credit Party and none of their Subsidiaries shall be engaged in any adverse legal proceeding or other litigation with an account debtor, or engaged in any adverse legal proceeding or other litigation or investigation with a Governmental Authority, in either case relating to the enforceability of the Receivable;
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(j) neither the account debtor thereon nor any guarantor thereof is employed by or an Affiliate of, any Credit Party or any of their Subsidiaries;
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(k) to the Credit Parties’ knowledge, none of the representations, warranties, certifications or statements made by the account debtor in the Portfolio Documents shall prove to be incorrect or untrue in any material respect (except to the extent that such representation, warranty, certification or statement shall be qualified by “materiality” or words of similar import, in which case such representation, warranty, certification or statement
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shall be incorrect or untrue in any respect), none of the account debtors shall fail to perform or observe in any material respect any term, covenant or agreement in such Portfolio Documents (except to the extent that such covenant or agreement shall be qualified by “materiality” or words of similar import, in which case such covenant or agreement shall fail to be performed or observed in any respect), and to the Credit Parties knowledge, no default or event of default (or other similar term, howsoever denominated) has occurred under the Portfolio Documents;
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(l) no account debtor with respect to any Receivable shall be subject to a voluntary or involuntary bankruptcy proceeding;
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(m) such Receivable shall not be required to be charged off in accordance with GAAP or the Underwriting Guidelines;
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(n) no Receivable shall be evidenced by a judgment nor shall it have been reduced to judgment;
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(o) the Receivable was originated or purchased by a Borrower in an Approved State;
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(p) such Receivable shall be 100% owned by Borrower and no other Person (other than a Credit Party, the Administrative Agent and the Lenders) owns or claims any legal or beneficial interest therein, including any participation interest or owns any assignment thereof;
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(q) other than with respect to any bank program that a Credit Party participates in, if such Receivable is acquired by an acquisition, purchase, or similar transaction or agreement, the aggregate number of all such Receivables so acquired shall not exceed 10% of all Eligible Accounts, and each such Receivable must not be materially different than the pool of Receivables underwritten by the Administrative Agent (and the Administrative Agent reserves its right to reduce the advance rate with respect to such pool of Receivables);
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(r) such Receivable shall not have an original term to maturity of greater than 61 months;
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(s) neither the account debtor in respect of any Receivable nor any guarantor thereof is a Sanctioned Person or located, organized or resident in any Sanctioned Entity;
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(t) such Receivable has not entered “non-accrual” status;
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(u) such Receivable is not owed by any Governmental Authority, whether foreign or domestic;
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(v) such Receivable is denominated in Dollars;
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(w) the account debtor with respect to such Receivable is not a “foreign person” within the meaning of Section 1445 and 7701 of the Code or the rules and regulations promulgated thereunder; provided, that, for the avoidance of doubt ~~(A)~~ it is agreed and understood that United States military employees and personnel living, working or deployed abroad shall not be excluded by application of this clause (w) except to the extent the aggregate amount of Receivables pursuant to this proviso to clause (~~t)(A~~w) exceeds 2% of all Eligible Accounts, in which case all such Receivables over 2% shall be excluded;
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(x) such Receivable is subject to a duly perfected first-priority (subject to Permitted Liens) security interest in the Administrative Agent’s favor and is not subject to a priority Lien (other than Permitted Liens) in favor of any Person other than the Administrative Agent;
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(y) no portion of the Receivable has been restructured, extended, amended or modified other than in the ordinary course of the Borrowers’ business for bona fide business reasons or in a manner which is not adverse to the interests of the Lenders;
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(z) such Receivable has not been sold to or otherwise disposed with respect to a Permitted Receivables Financing; and
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(aa) such Receivable shall not be a closed-end credit that does not provide for multiple advances and where the consumer is required to repay substantially the entire amount of the loan within 45 days through a single installment.
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“Eligible Assignee” shall mean (a) a Lender, (b) an Affiliate of a Lender under common control with such Lender, (c) an Approved Fund and (d) any other Person (other than a natural Person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of a Revolving Commitment, the Swingline Lender and the LC Issuer and (iii) unless a Specified Event of Default has occurred and is continuing, the Borrower Representative (each such approval not to be unreasonably withheld, delayed or conditioned) the Administrative Agent; provided that, notwithstanding the foregoing, “Eligible Assignee” shall not include: (A) any Credit Party or any of the Credit Party’s Affiliates or Subsidiaries, (B) any Person holding Subordinated Debt of the Credit Parties or any of such Person’s Affiliates, (C) any Defaulting Lender (or any of their Affiliates), (D) unless such assignment occurred at any time when a Specified Event of Default had occurred or is continuing, a Disqualified Institution; or (E) a natural Person.

“Environmental Laws” shall mean any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, legally binding, non-appealable requirements of any Governmental Authority or other requirement of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Agreement.

“Equity Cure” shall have the meaning set forth in Section 7.3.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) under common control with the Parent within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Plan; (b) a withdrawal by the Parent or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Parent or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of,

or the appointment of a trustee to administer, any Plan; or (f) except as could not reasonably be expected to have a Material Adverse Effect, the imposition of any liability under Title IV of ERISA with respect to a Plan, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Parent or any ERISA Affiliate.

“Event of Default” shall mean any of the events specified in Section 7.1; provided, however, that any requirement for the giving of notice or the lapse of time, or both, has been satisfied.

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

“Excluded Assets” has the meaning set forth in the Security Agreement.

“Excluded Subsidiary” means (a)(i) any Foreign Subsidiary, (ii) any Domestic Subsidiary that is a direct or indirect subsidiary of a Foreign Subsidiary that is a CFC or (iii) any CFC Holding Company, (b) any subsidiary (i) that does not have legal or regulatory capacity to provide a Guaranty (whether as a result of financial assistance, fraudulent conveyance, preference, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance or similar legal principles or regulations) and/or (ii) for which the provision of a Guaranty could reasonably be expected to conflict with the fiduciary duties of such Person’s directors or result in, or reasonably be expected to result in, a material risk of personal or criminal liability for such Person or any of its officers or directors, (c) any Person to the extent the granting of a Guaranty would result in adverse tax or regulatory consequences to the Parent or its Subsidiaries or Affiliates, as reasonably determined in good faith by the Parent, (d)(i) captive insurance companies, (ii) Subsidiaries designated in writing to the Administrative Agent as “Unrestricted Subsidiaries” by the Parent in accordance with the conditions of Section 5.16, (iii) not-for-profit entities and (iv) Immaterial Subsidiaries, (e) Securitization Subsidiaries, (f) any Person to the extent a Guaranty is prohibited or restricted by contracts existing on the Closing Date (or if a Subsidiary is acquired after the Closing Date, on the date of such acquisition) (so long as such prohibition is not created in contemplation of such acquisition) or by applicable Law (including any requirement to obtain governmental or regulatory authorization or third party consent, approval, license or authorization), and (g) any Person to the extent the cost and/or burden of obtaining the Guaranty of such Person outweighs the practical benefit to the Revolving Lenders, as determined in the reasonable discretion of Parent in consultation with the Administrative Agent.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any Credit Document, (a) any Net Income Taxes, (b) in the case of a Lender, any U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which 1.  such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower Representative under Section 2.18) or 2.  such Lender changes its applicable lending office, except in each case to the extent that, pursuant to Section 2.15(a), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such recipient’s failure to comply with Section 2.15(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Cash Collateralized Letter of Credit” that certain letter of credit numbered S00064933 in favor of Wells Fargo Bank, N.A., as Master Service for U.S. Bank National Association, as Trustee, in a face amount of $2,000,000 and an expiration date of December 30, 2017, as renewed, extended, supplemented, replaced, or amended.

“Existing Credit Agreement” shall mean that certain Credit Agreement, dated as of May 14, 2014, by and among the Parent, certain subsidiaries of the Parent as guarantors thereunder from time to time, the lenders party thereto from time to time and Jefferies Finance LLC as administrative agent (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time prior to the Closing Date).

“Existing Revolving Class” shall have the meaning set forth in Section 2.21.

“Existing Revolving Commitment” shall have the meaning set forth in Section 2.21.

“Existing Revolving Loans” shall have the meaning set forth in Section 2.21.

“Extension Agreement” shall have the meaning set forth in Section 2.21.

“Extension Date” shall have the meaning set forth in Section 2.21.

“Extension of Credit” shall mean the making or extension of a Loan, any conversion of a Loan from one ~~Type~~type to another ~~Type~~type, any extension of any Loan or the issuance, extension or renewal of, or participation in, a Swingline Loan or the issuance, amendment, extension or renewal of any Letter of Credit.

“Extended Revolving Commitments” shall have the meaning set forth in Section 2.21.

“Extended Revolving Loans” shall have the meaning set forth in Section 2.21.

“Extension Series” means all Extended Revolving Commitments that are established pursuant to the same Extension Agreement (or any subsequent Extension Agreement to the extent such Extension Agreement expressly provides that Extended Revolving Commitments provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins, extension fees, if any, and amortization schedule.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of 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 with respect thereto or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Fee Letter” shall mean that certain amended and restated fee letter executed by the Borrower Representative in favor of Administrative Agent on the ~~Closing~~Fifth Amendment Effective Date, as the same may be amended, modified or supplemented from time to time.

“Fifth Amendment” means that certain Fifth Amendment, Consent and Joinder to Credit Agreement and Amendment to Security Agreement, dated as of the Fifth Amendment Effective Date, by and among Borrowers, Guarantors, Administrative Agent, the Lenders party thereto, the Swingline Lender and the LC Issuer.

“Fifth Amendment Closing Fee” shall have the meaning given to such term in the Fifth Amendment.

“Fifth Amendment Effective Date” means May 10, 2021.

“Financial Covenants” shall have the meaning set forth in Section 7.3.

“First Amendment” means that certain First Amendment to Credit Agreement, dated as of the First Amendment Effective Date, by and among Borrowers, Guarantors, Administrative Agent and the Lenders party thereto.

“First Amendment Closing Fee” shall have the meaning given to such term in the First Amendment.

“First Amendment Effective Date” means April 13, 2018.

“Fixed Charge Coverage Ratio” shall mean, as of any date of determination, the ratio of (a) the sum of (i) Adjusted EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements have been made available (or were required to be made available) pursuant to this Agreement minus (ii) cash payments of income taxes (excluding income tax refunds) for such period (excluding taxes relating to income excluded from the calculation of EBITDA and taxes for which the Parent or any of its Consolidated Subsidiaries are entitled to indemnification or received a purchase price reduction in connection with an Acquisition) minus (iii) capital expenditures made in cash during such period (to the extent such capital expenditures are not financed with (x) proceeds of Indebtedness (other than Revolving Loans) or Capital Stock or (y) cash proceeds from Dispositions that are reinvested as permitted hereunder) to (b) the sum of (i) cash Interest Expense payable during such period for such period (excluding any interest payments in connection with any Permitted Receivables Financing or any other securitization or receivables facilities and excluding, without duplication, the First Amendment Closing Fee ~~and~~, the Second Amendment Closing Fee and the Fifth Amendment Closing Fee), plus (ii) all scheduled amortization payments (as any such schedule may be reduced by the application of prepayments) on Funded Debt during such period (specifically excluding any payments in respect of earn-outs and any payments in respect of intercompany Indebtedness) paid or payable currently in cash (but excluding the amount of obligations outstanding under any Permitted Receivables Financing on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction other than a purchase), plus (iii) all dividends paid in cash by Parent in respect of Preferred Stock during such period.

“Foreign Acquisition” shall mean any direct Acquisition by any Credit Party or any Subsidiary of assets or entities which are primarily located or organized outside the United States pursuant to Section 6.3(f); provided that such Acquisition shall not be deemed a Foreign Acquisition if the entity so acquired promptly becomes a Guarantor.

“Foreign Intercompany Loans” shall mean intercompany loans, advances and notes held by a Borrower, any Guarantor or any Domestic Subsidiary payable to a Foreign Subsidiary which is not a Guarantor provided, that, with respect to any such loan, advance or note issued after the Closing Date, an allonge on such Indebtedness is provided within ten (10) Business Days of the incurrence thereof (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent, in form and substance reasonably satisfactory to it.

“Foreign Lender” shall mean any Lender that is not a U.S. Person.

“Foreign Plan” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by the Parent or any one or more of its Subsidiaries primarily for the benefit of employees of the Parent or such Subsidiaries residing outside the U.S., which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement, or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Foreign Third-Party Loans” shall mean loans and advances to a Foreign Subsidiary other than a Guarantor by any party other than a Borrower or a Guarantor, which loans and advances shall either be unsecured or secured only by assets of such Foreign Subsidiary.

“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, with respect to any Swingline Lender or Revolving Lender or LC Issuer, such Defaulting Lender’s Applicable Percentage of (a) outstanding Swingline Loans made by such Swingline Lender and (b) outstanding Letters of Credit issued by such LC Issuer, other than Swingline Loans or Letters of Credit as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

“Fronting Fee” shall have the meaning set forth in Section 2.4(c).

“Fund” shall mean any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funded Debt” shall mean, as to the Parent and its Consolidated Subsidiaries on a Consolidated basis at a particular time (without duplication) all funded Indebtedness for borrowed money or letters of credit and all obligations evidenced by bonds (other than any performance bonds, surety bonds, appeal or other similar bonds except to the extent any reimbursement and payment obligations thereunder are due and payable), debentures, notes, loan agreements or other similar instruments, in each case, that by its terms matures more than one year after such date of determination, and any such Indebtedness maturing within one year from such date that is renewable or extendable at the option of the Parent or its Consolidated Subsidiaries, as applicable, to a date more than one year from such date, including, in any event, but without duplication, the Revolving Loans (including any Revolving Facility Increase thereon), the Letters of Credit, the Swingline Loans, and any obligations in respect of Capital Leases; provided that Funded Debt shall not include (i) the amount of obligations outstanding under a Permitted Receivables Financing on any date of determination that could be characterized as principal if such Permitted Receivables Financing were structured as a secured lending transaction or other than a purchase, (ii) (x) cash collateralized bonds and (y) undrawn letters of credit that are cash collateralized or backstopped, (iii) trade accounts payable and other accrued expenses accrued in the ordinary course of business, (iv) earnouts, purchase price adjustments or similar obligations that are not earned, due and payable or that are supported by third party escrow or indemnification obligations, ~~and~~ (v) the amount of obligations outstanding under (1) each Senior Notes Indenture, including any Permitted Refinancing Debt thereof, as permitted under Section 6.2(h) and (2) any Additional Notes, including any Permitted Refinancing Debt thereof, as permitted in Section 6.2(p), and (vi) any performance bonds, surety bonds, appeal or other similar bonds except to the extent any reimbursement and payment obligations thereunder are due and payable.

“GAAP” shall mean generally accepted accounting principles in effect in the U.S. applied on a consistent basis, subject, however, to the provisions of Section ~~1.3~~1.4.

“Governmental Authority” shall mean the government of the U.S. or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation, the CFPB and any supra-national bodies such as the European Union or the European Central Bank).

“Guarantor” shall mean any Domestic Subsidiary of the Parent, whether existing or hereafter acquired, as is, or may from time to time become, party to this Agreement (other than Excluded Subsidiaries).

“Guaranty” shall mean the guaranty of the Guarantors set forth in Article X.

“Guaranty Obligations” shall mean, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including, without limitation, any obligation, whether or not contingent, (a) to purchase any such Indebtedness or any Property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (c) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (d) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof.  The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness (or portion thereof) in respect of which such Guaranty Obligation is made.

“Hedging Agreements” shall mean, with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection agreements, commodity purchase or option agreements or other interest or exchange rate hedging agreements.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose contribution to Adjusted EBITDA individually is less than ~~2.5~~5.0% of Adjusted EBITDA and whose contribution to Adjusted EBITDA in the aggregate with the contribution to Adjusted EBITDA of all other Restricted Subsidiaries constituting Immaterial Subsidiaries, in each case, as measured as of the last day of the fiscal quarter of Parent most recently ended for which financial statements have been delivered, equals or is less than 10% of Adjusted EBITDA.

“Impacted Lender” shall mean, subject to Section 2.20(b), any Lender that, as determined by the Administrative Agent (with notice to the Borrowers of such determination), has, or has a direct or indirect parent company that has, (a) become the subject of a proceeding under any Debtor Relief Law, or (b) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be an Impacted Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“Incremental Increase Amount” shall have the meaning set forth in Section 2.19(a).

“Incremental Revolving Loans” shall have the meaning set forth in Section 2.19(a).

“Indebtedness” shall mean, as to any Person at a particular time, all of the following:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b) any direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, surety bonds and similar instruments;
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(c) net obligations under any Hedging Agreement in an amount equal to the unpaid Termination Value thereof assuming the ~~Hedge~~Hedging Agreement was ~~Terminated~~terminated on the applicable date of measurement;
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(d) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of Property or services, and Indebtedness (excluding prepaid interest thereon) secured by a Lien on Property owned or being purchased by such Person (including Indebtedness arising under conditional sales or other title retention agreements), whether or not such Indebtedness shall have been assumed by such Person or is limited in recourse;
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(e) accrued obligations in respect of earnout or similar payments that are immediately payable in cash or which could be immediately payable in cash at the seller’s or obligee’s option;
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(f) Capital Lease and Synthetic Lease Obligations;
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(g) any Redeemable Stock of such Person; and
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(h) all Guaranty Obligations of such Person in respect of any of the foregoing.
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For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person except for customary exceptions reasonably acceptable to the Required Lenders.  The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrowers under any Credit Document and (b) to the extent not otherwise described in clause (a) preceding, Other Taxes.

“Indemnitee” shall have the meaning set forth in Section 9.5(b).

“Insolvency” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Intercompany Debt” shall have the meaning set forth in Section 9.19.

“Interest Expense” shall mean, with respect to any period, interest expense, whether paid or accrued (including the interest component of Capital Leases), of the Parent and its Consolidated Subsidiaries, all as determined in conformity with GAAP, as it appears on the income statement of the Parent and its Consolidated Subsidiaries as of such date of determination.

“Interest Payment Date” shall mean (a) as to any Revolving Loan, the last Business Day of each calendar month and on the applicable Maturity Date and (b) as to any Loan which is the subject of a mandatory prepayment required pursuant to Section 2.6(b), the date on which such mandatory prepayment is due.

“Investment” shall mean (a) the acquisition (whether for cash, Property, services, assumption of Indebtedness, securities or otherwise) of Capital Stock, other ownership interests or other securities of any Person or bonds, notes, debentures or all or substantially all of the assets of any Person, (b) any advance, loan or other extension of credit to, any Person or (c) any other capital contribution to or investment in any Person, including, without limitation, any Guaranty Obligation (including any support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person.

“Joinder Agreement” shall mean a Joinder Agreement in substantially the form of Exhibit 1.1(d), executed and delivered by an Additional Credit Party in accordance with the provisions of Section 5.15.

“Law” shall mean, as to any Person, (a) the articles or certificate of incorporation, by-laws or other organizational or governing documents of such Person, and (b) all international, foreign, federal, state and local statutes (including, without limitation, (i) anti-money laundering laws and (ii) the consumer loan provisions of applicable Law), treaties, rules, legally binding final guidelines, regulations, ordinances, codes, executive orders, and administrative or judicial precedents, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable legally binding, non-appealable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority (in each case whether or not having the force of law, but excluding any of the foregoing which are suggestive or discretionary and not mandatory); in each case to the extent applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Lender” shall mean any of the several banks and other financial institutions as are, or may from time to time become, parties to this Agreement; provided that, notwithstanding the foregoing, “Lender” shall not include any Credit Party or any of the Credit Party’s Affiliates or Subsidiaries or any Disqualified Institution.

“Leverage Ratio” shall mean, as of any date of determination, (a) the amount of Adjusted Funded Debt as of such date, to (b) trailing 4-quarter Adjusted EBITDA for the period ended as of such date.

“LC Account” shall mean amounts deposited into a designated account held by the Administrative Agent as cash collateral for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cash collateral.

“LC Disbursement” means a payment or disbursement made by the LC Issuer pursuant to a Letter of Credit.

“LC Documents” shall have the meaning set forth in Section 2.3(a).

“LC Exposure” shall mean at any time the sum of (without duplication) (a) the aggregate Dollar amount of the undrawn face amount of all Letters of Credit issued hereunder and outstanding at such time plus (b) the aggregate principal amount of all LC Disbursements outstanding at such time.

“LC Issuer” shall mean TBK Bank, SSB (through one of its Affiliates, or through any other financial institution acceptable to TBK Bank, SSB).

“LC Obligations” shall mean, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all LC Disbursements.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with the proviso to Section ~~1.6~~1.7.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Letter of Credit” shall mean any letter of credit issued hereunder.  A Letter of Credit may be a commercial letter of credit or a standby letter of credit and may be issued in Dollars.

“Letter of Credit Commitment” shall mean $20,000,000.

“Letter of Credit Expiration Date” shall mean any day of expiration of a Letter of Credit, which in no event shall be later than 5 Business Days prior to the Maturity Date.

“Letter of Credit Issuance Request” shall mean a letter of credit request substantially in the form of Exhibit 2.3(b).

“Letter of Credit Sublimit” shall have the meaning set forth in Section 2.3(a).  The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility.

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, (a) any conditional sale or other title retention agreement and any Capital Lease having substantially the same economic effect as any of the foregoing and (b) the authorized filing of any UCC financing statement).

“Limited Condition Acquisition” means any Permitted Acquisition that a Credit Party or one or more of the Restricted Subsidiaries has contractually committed to consummate, the terms of which do not condition such Credit Party’s or such Restricted Subsidiary’s, as applicable, obligation to close such Permitted Acquisition on the availability of, or on obtaining, third-party financing.

“Limited Condition Transaction” means any Limited Condition Acquisition or other Specified Transaction that a Credit Party or one or more of the Restricted Subsidiaries has contractually committed to consummate, the terms of which do not condition such Credit Party’s or such Restricted Subsidiary’s, as applicable, obligation to close such transaction on the availability of, or on obtaining, third-party financing.

“Loan” shall mean a Revolving Loan and/or a Swingline Loan, as appropriate.

“Mandatory Swingline Borrowing” shall have the meaning set forth in Section 2.2(b)(ii).

“Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

“Material Adverse Effect” shall mean a material adverse effect on (i) the business, assets, liabilities, financial condition, operations or results of operations, in each case, of the Credit Parties and their Restricted Subsidiaries, taken as a whole, (ii) (A) the remedies (taken as a whole) of the Administrative Agent under the Credit Documents, or (B) the enforceability or priority of the Administrative Agent’s Liens with respect to all or a material portion of the Collateral, or (iii) the ability of the Credit Parties (taken as a whole) to perform their payment obligations under the Credit Documents.

“Materials of Environmental Concern” shall mean any gasoline or petroleum (including crude oil or any extraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, perchlorate, polychlorinated biphenyls and urea-formaldehyde insulation.

“Maturity Date” shall mean June 30, ~~2022~~2025.

“Maximum Revolver Amount” means $~~125,000,000~~310,000,000, as such aggregate maximum amount may be increased from time to time as provided in Section 2.19 or reduced from time to time as provided in Section 2.5.

“Minimum Collateral Amount” shall mean, at any time, with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate LC Exposure during the existence of a Defaulting Lender, an amount equal to 102% of the LC Exposure of the LC Issuer with respect to Letters of Credit issued and outstanding at such time.

“Minimum Usage” shall have the meaning specified therefor in Section 2.4(d).

“Minimum Usage Fee” shall have the meaning specified therefor in Section 2.4(d).

“Minimum Usage Percentage” shall mean, for any day, a percentage equal to the Alternate Base Rate in effect on such day.

“More Restrictive Covenant” shall mean, with respect to any Additional Notes or Subordinated Debt, any covenant or similar restriction or events of default applicable to the Credit Parties or any Restricted Subsidiary (regardless of whether such provision is labeled or otherwise characterized as a covenant), the subject matter of which is similar to the covenants or events of default set forth in Article V or Article VI or Article VII, respectively of this Agreement or related to definitions in Article I of this Agreement, but which contains one or more percentages, ratios, amounts or formulas that is more restrictive than those set forth herein or more beneficial to the holder or holders of the Indebtedness created or evidenced by the document in which such covenant or similar restriction is contained than to the Lenders hereunder; provided, that, if the Credit Documents are amended in accordance with Section 9.1 to add such covenant, similar restriction or event of default for the benefit of the Lenders, then such covenant, similar restriction or event of default shall no longer constitute a More Restrictive Covenant.

“Multiemployer Plan” shall mean a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Negative Pledge” shall mean any agreement, contract or other arrangement whereby any Borrower or any of its Restricted Subsidiaries is prohibited from, or would otherwise be in default as a

result of, creating, assuming, incurring or suffering to exist, directly or indirectly, any Lien on any of its assets.

“Net Income” shall mean, with respect to any period, the net income or loss of the Parent and its Consolidated Subsidiaries for such period, determined in accordance with GAAP; provided that there shall be excluded from such calculation the income or loss of any Person (other than a Consolidated Subsidiary) of which the Parent or any Subsidiary owns Capital Stock, except to the extent of the amount of dividends or other distributions actually paid to the Parent or any of the Consolidated Subsidiaries during such period.

“Net Income Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any Credit Document, (a) any Taxes imposed on or measured by such recipient’s net income (however denominated), franchise Taxes, and branch profits Taxes, in each case (i) imposed as a result of such recipient’s being organized in, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes.

“Non-Defaulting Lender” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” or “Notes” shall mean the Revolving Loan Notes and/or the Swingline Loan Note, collectively, separately or individually, as appropriate, as any such Note may be, increased, restated, supplemented or modified from time to time and shall include all notes issued in exchange or substitution for each such Note.

“Notice of Borrowing” shall mean a request for a Revolving Loan borrowing pursuant to Section 2.1(b)(i) or a request for a Swingline Loan borrowing pursuant to Section 2.2(b)(i), as appropriate.  A ~~Form~~form of Notice of Borrowing is attached as Exhibit 1.1(e).

“Obligations” shall mean, collectively (and without duplication), all of the obligations, Indebtedness and liabilities of the Credit Parties to the Lenders, the Bank Product Providers and the Administrative Agent, whenever arising, under this Agreement, the Notes, any Bank Product or any of the other Credit Documents, including principal, interest, fees, costs, charges, expenses, professional fees, reimbursements, all sums chargeable under the Credit Documents to the Credit Parties or for which any Credit Party is liable as an indemnitor and whether or not evidenced by a note or other instrument and indemnification obligations and other amounts (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party, regardless of whether such interest is an allowed claim under the Bankruptcy Code).

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

“Offering Memorandum” shall mean the offering memorandum dated on or about the date hereof prepared in connection with the Senior Notes.

“Organization Documents” shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the articles of formation and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation with the

secretary of state or other department in the state of its formation, in each case as amended from time to time.

“Other Connection Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any Credit Document, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, or become a party to, performed its obligations or received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Credit Document, or sold or assigned an interest in any Loan or Credit Document).

“Other Taxes” shall mean all present or future stamp, court or documentary Taxes and any other excise, property, intangible, recording, filing or similar Taxes which arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18).

“Participant” has the meaning assigned to such term in clause (d) of Section 9.6.

“Participation Interest” shall mean a participation interest purchased by a Revolving Lender in (a) Swingline Loans as provided in Section 2.2(b) and (b) Letters of Credit and LC Disbursements as provided in Section 2.3(d).

“Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

“Payment Conditions” shall at any time of determination and with respect to any transaction in question, mean that the following conditions are true when determined after giving ~~pro forma effect~~Pro Forma Effect to such transaction in question: (a) the average Availability plus unrestricted cash (subject to a Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and cash equivalents for the 30 day period immediately prior to such date of determination shall not be less than $~~10,000,000~~20,000,000, (b) no Event of Default shall have occurred and be continuing, (c) the Fixed Charge Coverage Ratio on a ~~pro forma basis~~Pro Forma Basis after giving effect to any such transaction as of the end of the last fiscal quarter for which a compliance certificate was or should have been delivered pursuant to Section 5.2(a) shall not be less than 1.25:1.00 and (d) the Leverage Ratio on a ~~pro forma basis~~Pro Forma Basis after giving effect to any such transaction as of the end of the last fiscal quarter for which a compliance certificate was or should have been delivered pursuant to Section 5.2(a) shall be no greater than 3.00:1.00.

“Payment Event of Default” shall mean an Event of Default specified in Section 7.1(a).

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“Permitted Acquisitions” shall mean any Acquisition, provided that:

(i)at the time of such Acquisition and after giving effect thereto, no Default or Event of Default shall exist; provided that, in connection with a Limited Condition Acquisition,

at the election of any Borrower, this condition shall be limited to (x) at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or result therefrom, and (y) upon the effectiveness and making of any Loans (if any) on the applicable closing date of such Limited Condition Acquisition, no Payment Event of Default or Bankruptcy Event shall have occurred and be continuing or shall occur as a result thereof;

(ii)Administrative Agent shall have ~~(within a commercially reasonable time taking into account~~received, at least five (5) Business Days prior to the ~~projected~~proposed closing date for such acquisition~~) conducted its customary “KYC” and OFAC searches and received evidence reasonably satisfactory to it~~, all outstanding documentation and other information about the Person or assets to be acquired required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been requested in writing by the Administrative Agent at least ten (10) Business Days prior to the proposed closing date;

(iii)no Indebtedness will be incurred, assumed, or would exist with respect to any Borrower or its Restricted Subsidiaries as a result of such Acquisition, other than Loans and Indebtedness permitted under Sections 6.2(m), 6.2(aa), 6.2(cc) or 6.2(dd) and no Liens will be incurred, assumed, or would exist with respect to the assets of any Borrower or its Restricted Subsidiaries as a result of such Acquisition other than Permitted Liens;

(iv)Administrative Agent shall have received written confirmation, supported by reasonably detailed calculations, that on a ~~pro forma basis~~Pro Forma Basis after giving effect to the proposed Acquisition and after giving effect to the making of any Loans and other Indebtedness which constitute a source of funds therefor, ~~Borrower~~Borrowers and their Restricted Subsidiaries would have been in compliance with the Financial Covenants set forth in Section 6.14 for the ~~fiscal month ended immediately prior to~~ applicable Reference Period; provided that, in connection with a Limited Condition Acquisition, at the election of any Borrower, this condition shall solely be tested at the ~~proposed date~~time of ~~consummation of~~the execution and delivery of the definitive acquisition agreements related to such ~~proposed~~Permitted Acquisition;

(v)with respect to any Acquisition with a purchase price consideration in excess of $~~10,000,000~~20,000,000, Borrowers shall have, to the extent available, provided ~~Lenders~~the Administrative Agent with the due diligence package relative to the proposed Acquisition, including, to the extent available, forecasted balance sheets, income statements, and cash flow statements of the Person or assets to be acquired, all prepared on a basis consistent with such Person’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions for the 1 year period following the date of the proposed Acquisition, on a quarter by quarter basis), and for each Acquisition in respect of which the assets being acquired or the Person whose Capital Stock being acquired had EBITDA of greater than $~~20,000,000~~40,000,000 during the 12 consecutive month period most recently concluded prior to the date of the proposed Acquisition, a quality of earnings report prepared in connection with the proposed Acquisition and conducted by a “big four” accounting firm, a regionally recognized accounting firm or any other financial advisor retained by the Borrowers ~~and reasonably acceptable to the Administrative Agent, all in form and substance (including as to scope and underlying assumptions) reasonably satisfactory to the Lenders~~;

(vi)Borrowers shall have Availability plus unrestricted cash (subject to a Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the

Security Agreement) and cash equivalents of $~~10,000,000~~20,000,000, immediately after giving effect to the consummation of the proposed Acquisition;

(vii)to the extent a Person shall be acquired, the Person whose Capital Stock is being acquired did not have negative EBITDA (with adjustments thereto that are supported by a quality of earnings report prepared by a “big four” accounting firm, a regionally recognized accounting firm or any other financial advisor retained by the Borrowers or their Restricted Subsidiaries and such other adjustments that are otherwise factually supported) during the 12 consecutive month period most recently concluded prior to the date of the proposed Acquisition for which financial statements have been made available to the Borrowers or their Restricted Subsidiaries; provided that, in connection with a Limited Condition Acquisition, at the election of any Borrower, this condition shall solely be tested at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition based upon the 12 consecutive month period most recently concluded for which financial statements have been prepared by such Person and delivered to the Borrowers;

(viii)Borrowers have provided ~~Lenders~~the Administrative Agent with written notice of the proposed Acquisition at least ~~10~~5 days prior to the anticipated closing date of the proposed Acquisition and, not later than ~~3 Business Days prior to the anticipated closing date~~promptly upon consummation of ~~the proposed~~such Acquisition, copies of the acquisition agreement and other material documents relative to the proposed Acquisition;

(ix)the assets being acquired (other than a de minimis amount of assets in relation to Consolidated Total Assets), or the Person whose Capital Stock are being acquired, are useful in or engaged in, as applicable, the business of Borrowers and their Restricted Subsidiaries or a business reasonably related thereto or~~, to the extent approved by the Administrative Agent in its sole discretion,~~ incidental, complementary or ancillary thereto or a reasonable extension or expansion thereof;

~~(x)~~~~the assets being acquired (other than a de minimis amount of assets in relation to Consolidated Total Assets) are located within the United States or the Person whose Capital Stock is being acquired is organized in a jurisdiction located within the United States;~~

(x)~~(xi)~~ the subject assets or Capital Stock, as applicable, are being acquired directly by a Borrower or one of its Restricted Subsidiaries, and, in connection therewith, the applicable Credit Party shall have complied with Section 5.15 and, in the case of an acquisition of Capital Stock, the applicable Credit Party shall have demonstrated to Administrative Agent that the new Credit Parties have received consideration sufficient to make the joinder documents (if any) binding and enforceable against such new Credit Parties; and

(xi)~~(xii)~~ from and after the Fifth Amendment Effective Date, the Acquisition Consideration payable in respect of all Permitted Acquisitions (including earn-out obligations with respect thereto) ~~shall not~~in connection with the acquisition of non-Credit Parties or of assets to be owned or acquired by non-Credit Parties shall not, immediately after the consummation of the most recent Permitted Acquisition, exceed the lesser of (A) 7.5% of Consolidated Total Assets or (B) $~~60,000,000~~80,000,000; provided that in connection with a Limited Condition Acquisition, at the election of any Borrower, this condition shall solely be tested at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition based upon the 12 consecutive month period most recently concluded for which financial statements have been prepared by such Person and delivered to the Borrowers.

“Permitted Discretion” means commercially reasonable (from the perspective of a secured asset-based lender) credit judgment exercised in good faith in accordance with customary business practices of the Administrative Agent.

“Permitted Investments” shall mean any Investment permitted by Section 6.3.

“Permitted Liens” shall mean: (a) Liens granted in favor of the Administrative Agent (for itself and for the benefit of the other Lenders and Bank Product Providers) to secure payment of the Obligations; (~~s~~b) pledges or deposits made to secure payment of worker’s compensation (or to participate in any fund in connection with worker’s compensation), unemployment insurance, pensions or social security programs, other than any Lien imposed by ERISA; (c) Liens imposed by mandatory provisions of law such as for landlords, carriers, suppliers, materialmen’s, mechanics, warehousemen’s and other like Liens arising in the ordinary course of business, securing Indebtedness whose payment is not yet delinquent for more than 30 days or if the same are being contested in good faith and as to which reserves have been provided in accordance with GAAP; (d) Liens for taxes, assessments and governmental charges or levies imposed upon a Person or upon such Person’s income or profits or Property, if the same are not yet delinquent for more than 30 days or if the same are being contested in good faith and as to which reserves have been provided in accordance with GAAP; (e) good faith deposits in connection with tenders, leases, real estate bids or contracts (other than contracts involving the borrowing of money), pledges or deposits to secure public or statutory obligations, deposits to secure (or in lieu of) surety, stay, appeal or customs bonds and deposits to secure the payment of taxes, assessments, customs duties or other similar charges; (f) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real Property, any reservations, limitations, provisos and conditions with respect to real Property expressed in any grant from any Governmental Authority and title defects, irregularities or survey encroachments which are of a minor nature, provided that such do not materially impair the use of such Property for the uses intended, and none of which in the aggregate is materially violated by existing or proposed structures or land use; (g) [reserved], (h) Liens against Temporary Cash Investments, to the extent that such Liens secure short-term Indebtedness and such Indebtedness is permitted by Section 6.2(i); (i) Liens arising by operation of law in connection with judgments being appealed to the extent such Liens would not otherwise result in an Event of Default under Section 7.1(f); (j) contractual or statutory landlord’s liens arising in the ordinary course of a Borrower’s or its Subsidiaries’ leasing activities; (k) Liens in favor of a Bank Product Provider in connection with a Bank Product; provided that such Liens shall secure the Obligations on a pari passu basis; (l) Liens in favor of the Administrative Agent, the Revolving Lenders, each LC Issuer and/or Swingline Lender to secure the obligations of a Defaulting Lender to fund risk participations hereunder; (m) normal and customary rights of set-off of contractual parties and Liens of a collecting bank on checks, drafts or other items of payment payable to a Credit Party in the course of collection; (n) existing Liens shown on Schedule 6.1 and any renewals, extensions or refinancings thereof, provided that (i) ~~thenProperty~~the Property affected or covered by any such Lien is not changed, (ii) the amount secured or benefited by any such Lien is not increased (other than in an amount not to exceed the costs, fees and expenses required to consummate such renewal, extension or refinancing) and (iii) neither the direct nor any contingent obligor with respect to the amount secured or benefited thereby is changed; (o) any interest of title of (i) a lessor, lessee, sublessor or sublessee under any lease of real Property or (ii) a licensee or sublicensee with respect to any Property if and to the extent that such license or sublicense is permitted under this Agreement and the other Credit Documents; (p) non-exclusive licenses or sublicenses of patents, trademarks and other intellectual property rights granted by a Borrower or any of its Subsidiaries in the ordinary course of business of such Borrower or Subsidiary; (q) Liens solely on any cash earnest money deposits made by a Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens affecting the proceeds of insurance policies securing Indebtedness in respect of insurance premium financing for such insurance policies permitted pursuant to Section 6.2(s); (s) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to personal property leased

pursuant to operating leases entered into in the ordinary course of business of a Borrower and its Subsidiaries; (t) options, put and call arrangements, rights or first refusal and similar rights to Investments in joint ventures, partnerships or other similar investments permitted to be made under Section 6.3; (u) pledges or deposits made in the ordinary course of business in connection with any advance, loan or other extension of credit to a borrower of a Credit Party; (v) Liens affecting assets of Foreign Subsidiaries and securing Indebtedness permitted pursuant to Section 6.2(v); (w) Liens on Permitted Securitization Assets in connection with a Permitted Receivables Financing; (x) Liens on the property of a Person securing Assumed Indebtedness to the extent permitted by Section 6.2(cc) or (dd), provided that such Liens were not created in connection with, or in contemplation of, such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with a Borrower or a Subsidiary; (y) Liens on Property existing at the time of acquisition thereof by a Borrower or any of its Subsidiaries (including as a result of any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary), provided, that such Liens were not created in connection with, or in contemplation of, such acquisition, (z) Liens securing Indebtedness of Foreign Subsidiaries to the extent such Indebtedness is permitted under Section 6.2(x); provided, however, that no asset of any Borrower or any Domestic Subsidiary (other than an Excluded Subsidiary) shall be subject to any such Lien, (aa) Liens securing Permitted Refinancing Debt, provided that the Credit Parties and their Restricted Subsidiaries were permitted to incur such Liens with respect to the Indebtedness so refinanced under this Agreement, (bb) any Liens granted pursuant to the Cash Collateral Agreement, and (cc) provided that the Payment Conditions have been satisfied both before and after giving ~~pro forma effect~~Pro Forma Effect to such transaction, additional Liens (so long as such liens to not attach to any Receivable) not otherwise permitted by clauses (a)-(bb) so long as the principal amount of Indebtedness and other obligations secured by this clause (cc) does not exceed $10,000,000.

“Permitted Receivables Financing” shall mean any receivables financing facility or arrangement pursuant to which the Parent or any of its Subsidiaries is permitted to sell, convey or otherwise transfer, or to grant a security interest in, Permitted Securitization Assets to either (a) a Person that is not a Subsidiary of Parent or (b) a Securitization Subsidiary that in turn sells such Permitted Securitization Assets to a Person that is not a Subsidiary of Parent, purchases or otherwise acquires loans owned by or accounts receivable of a Borrower or any Subsidiary, pledges such Permitted Securitization Assets or grants a security interest in any Permitted Securitization Assets, on terms that the board of directors, board of managers or similar governing body of (i) Parent or (ii) such Subsidiary that is the transferor or grantor, in each case, has concluded provides fair compensation and reasonable value to the Borrowers; provided, further, that, it is agreed and understood that the following transactions shall be Permitted Receivables Financings as of the ~~date hereof~~Fifth Amendment Effective Date: ~~(x)~~ the sales of receivables ~~pursuant~~in relation to ~~the Transfer Agreement, dated as of January 15, 2016, by and among the Parent and the Subsidiaries party thereto~~(t) that certain Loan and Security Agreement, dated as of July 23, 2018 (as amended, restated, supplemented or otherwise modified from time to time~~, and the sales of~~ ~~receivables pursuant to the Receivables Purchase~~), by and between EFR 2018-1, LLC, as borrower, and Pacific Western Bank, as administrative agent, collateral agent and lender; (u) that certain Loan and Security Agreement, dated as of ~~January 15, 2016, by and between the Parent and Enova Finance 5, LLC,~~ October 23, 2018 (as amended, restated, supplemented or otherwise modified from time to time), ~~and the~~ ~~other transaction documents executed in connection therewith; (y) the sales of receivables pursuant to the~~ ~~Transfer Agreement, dated as of December 1, 2016, by and among the Parent and the Subsidiaries party~~ ~~thereto~~ by and among EFR 2018-2, LLC, as borrower, Credit Suisse AG, New York Branch, as agent and managing agent, and the lenders from time to time party thereto; (v) that certain Indenture, dated as of October 31, 2018 (as amended, restated, supplemented or otherwise modified ~~from time to time, and the~~ ~~sales of receivables pursuant to the Sale Agreement, dated as of December 1, 2016, by and between the~~ ~~Parent and EFR 2016-2, LLC,~~ from time to time), by and between ENVA 2018-A, LLC, as issuer, and Citibank, N.A., as indenture trustee; (w) that certain Indenture, dated as of October 17, 2019 (as amended, restated, supplemented or otherwise modified from time to time~~, and the other transaction~~ ~~documents executed in connection therewith and (z) the sales of receivables pursuant to the Transfer~~ ~~Agreement, dated as of July 23, 2018, by and among the NetCredit Funding~~), by and between ENVA 2019-A, LLC, as issuer, and ~~the Subsidiaries party thereto,~~ Citibank, N.A., as indenture trustee; (x) that certain Fourth Amended and Restated Credit Agreement, dated as of December 17, 2018 (as amended, restated, supplemented or otherwise modified from time to time), by and among Receivable Assets of OnDeck, LLC, as borrower, the lenders party thereto from time to time, SunTrust Bank, as administrative agent, and Wells Fargo Bank, N.A., as paying agent and collateral agent; (y) that certain Credit Agreement, dated as of August 8, 2018 (as amended, restated, supplemented or otherwise modified from time to time), by and among OnDeck Asset Funding II LLC, as borrower, the lenders party thereto from time to time, Ares Agent Services, L.P., as administrative agent and collateral agent, and Wells Fargo Bank, N.A., as paying agent, and (z) that certain Base Indenture, dated on or about May 5, 2021 (as amended, restated, supplemented or otherwise modified from time to time~~, and the sales of receivables~~ ~~pursuant to the Receivables Purchase Agreement, dated as of July 23, 2018~~), by and between ~~NetCredit~~ ~~Funding,~~OnDeck Asset Securitization Trust III LLC ~~and EFR 2018-1~~, ~~LLC,~~ as ~~amended, restated,~~ ~~supplemented or otherwise modified from time to time~~~~, and the other transaction~~

~~documents executed in connection therewith~~issuer, and Deutsche Bank Trust Company Americas, as indenture trustee.

“Permitted Refinancing Debt” means any Indebtedness of the Parent or any of its Restricted Subsidiaries issued in exchange for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Parent or such Restricted Subsidiaries; provided that:

(1)the principal amount (or accreted value, if applicable) of such Permitted Refinancing Debt does not exceed the principal amount and premium, if any, plus accrued interest (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of any fees and expenses incurred in connection therewith);

(2)such Permitted Refinancing Debt has a final scheduled maturity date equal to or later than the final scheduled maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3)if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Loans or the Guaranty, such Permitted Refinancing Debt is contractually subordinated in right of payment to, the Loans or such Guaranty on terms at least as favorable to the Revolving Lenders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4)such Indebtedness is incurred either by the Parent or by the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded or would otherwise be permitted to ~~Incur~~incur such Indebtedness.

“Permitted Securitization Asset” means (a) any consumer loans, trade or accounts receivable or related assets and the proceeds thereof, including small ~~consumer~~business loan agreements, customer loan agreements, consumer installment loan agreements or promissory notes, in each case that may become subject to a Permitted Receivables ~~Facility~~Financing and (b) any and all collateral securing such agreement, note, receivable or asset, all contracts and contract rights, guaranties or other obligations in respect of such receivable or asset, lockbox accounts and records with respect to such account or asset and any other assets customarily transferred (or in respect of which security interests are customarily granted), together with accounts or assets in a securitization financing and which in the case of clause (a)

and (b) above are sold, conveyed, assigned or otherwise transferred or pledged by the Parent or any Subsidiary in connection with a Permitted Receivables Financing.

“Permitted Tax Restructuring” means any re-organizations and other activities related to tax planning and re-organization of the Parent and its Subsidiaries so long as, after giving effect thereto, taken as a whole, the security interests of the Lenders in the Collateral are not materially impaired (as reasonably determined by the Administrative Agent in its Permitted Discretion) and such restructuring will not have any adverse tax consequence on any Lender as reasonably determined by the Administrative Agent in its Permitted Discretion.

“Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” shall mean, as of any date of determination, any employee benefit plan which is covered by Title IV of ERISA and in respect of which any Credit Party or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan Asset Regulation” means 29 C.F.R. §2510.3-101, et seq., as modified by Section 3(42) of ERISA.

“Preferred Stock” means the Capital Stock of any Person, of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Prepayment Cure” shall have the meaning set forth in Section 7.4.

“Prepayment Cure Period” shall have the meaning set forth in Section 7.4.

“Prime Rate” shall have the meaning set forth in the definition of Alternate Base Rate.

“Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” mean, as to any Person, for any events as described below that occur subsequent to the commencement of a measurement period for which the effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give Pro Forma Effect to such events as if such events occurred as of the first day of such measurement period (the “Reference Period”), in accordance with Section 1.3 and Section 1.8.

“Property” shall mean any investment in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

“Portfolio Agreement” collectively means, at any time, the consumer loan agreement (or equivalent agreement) used by the Borrowers in the ordinary course of business, including any subsequent renewals, extensions, modifications and amendments thereof, executed and delivered by an account debtor to or for the benefit of Parent or a Restricted Subsidiary, providing for or otherwise governing a Receivable of a Borrower.

“Portfolio Books” collectively means, in respect of a Receivable, all books and records in respect thereof.

“Portfolio Collateral” means any and all Property, if any (including without limitation accounts, chattel paper, commercial tort claims, instruments, documents, deposit accounts, contract rights, investment property, general intangibles, goods, inventory, equipment, supporting obligations, letter of credit rights and books and records of the foregoing), whether owned by the account debtor in respect of a Receivable, or any other Person, that secures such account debtor’s obligations under a Receivable, and all supporting obligations in respect thereof.

“Portfolio Documents” collectively means all (i) Portfolio Agreements, (ii) Portfolio Books, and (iii) all other documents, instruments, and agreements executed and delivered in connection with a Receivable of a Borrower, including but not limited to, guarantees, any document that evidences any lien, security interest, assignment or other interest in Portfolio Collateral as security for a Receivable, and any warranty of validity or other agreement providing for or evidencing assurance with respect to the existence, authenticity or genuineness of any Portfolio Collateral or Portfolio Documents.

“Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Receivable” shall mean an account, payment intangible or chattel paper (including electronic chattel paper) (as each term is defined in the UCC) (including without limitation, unpaid principal, accrued interest, costs, fees, expenses and indemnity obligations) of a ~~Borrower~~Credit Party owing by an account debtor in respect of a loan or loans or other financial accommodations made or extended by any ~~Borrower~~Credit Party to or for the benefit of such account debtor.  Any such Receivable shall include, without limitation, all rights (including enforcement rights) under or pursuant to all related Portfolio Agreements in respect thereof, and all supporting obligations in connection therewith.

“Redeemable Stock” shall mean the portion of any Capital Stock of the Borrowers or any of their Restricted Subsidiaries which prior to the Maturity Date is or may be (a) unilaterally redeemable (by sinking fund or similar payments or otherwise) upon the occurrence of certain events or otherwise; (b) redeemable at the option of the holder thereof or (c) convertible into Indebtedness (excluding Capital Stock convertible or exchangeable solely at the option of the Parent or a Subsidiary of the Parent; provided that any such conversion or exchange will be deemed an incurrence of Indebtedness).

“Reference Period” has the meaning ascribed to such term in the definition of “Pro Forma Basis.”

“Register” shall have the meaning set forth in Section 9.6(c).

“Reimbursement Obligations” shall mean the Borrowers’ obligations under Section 2.3(e) to reimburse LC Disbursements.

“Related Parties” shall mean, with respect to any Person, such Person’s Affiliates under common control with such Person and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Reorganization” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within the meaning of such term as used in Section 4241 of ERISA.

“Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which notice is waived under applicable PBGC regulations, taking into account any cure periods or extensions.

“Required Lenders” shall mean, as of any date of determination, Lenders holding at least a majority of (a) the outstanding Revolving Commitments or (b) if the Revolving Commitments have been terminated, the outstanding Loans and Participation Interests; provided, however, that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Lenders, Obligations (including Participation Interests) owing to such Defaulting Lender and such Defaulting Lender’s Commitments; provided, further, so long as there are three (3) non-Affiliated Lenders or more, that Required Lenders must include at least two (2) Lenders.

“Reserves” shall mean, the establishment or increase or decrease of any reserve against the Borrowing Base and the Maximum Revolver Amount, shall be limited to such reserves against the Borrowing Base and the Maximum Revolver Amount as the Administrative Agent from time to time determines in its Permitted Discretion (including but not limited to a minimum rent reserve equal to 3 month’s rent in the event a landlord waiver is not obtained over any chief executive office of Parent where books and records pertaining to the Borrowing Base Collateral are held); provided, however, that notwithstanding anything to the contrary herein (i) the amount of any such reserve or change shall have a reasonable relationship to the event, condition or other matters that are the basis for such reserve or such change, (ii) no reserve or change shall be duplicative of any reserve or change already accounted for through eligibility criteria, (iii) the implementation of any reserve resulting in an overadvance that, if left unremedied, shall not be deemed to cause a default or an Event of Default until three (3) Business Days thereafter and (iv) the Lenders and the Administrative Agent agree that to the extent that the Borrowing Base, on any date of determination exceeds the Maximum Revolver Amount, the Reserves will not apply to the Maximum Revolver Amount and shall only be applied against the Borrowing Base, as opposed to the Maximum Revolver Amount.

“Responsible Officer” shall mean, for any Credit Party, the chief executive officer, the president, the chief financial officer, the senior vice president of finance or the vice president/treasurer of such Credit Party and any additional responsible officer that is designated as such to the Administrative Agent.

“Restricted Payment” shall mean, collectively, (a) Dividends, and (b) any payment or prepayment of principal, interest, premium or penalty on any Subordinated Debt, Senior Notes or Additional Notes or any defeasance, redemption, purchase, repurchase or other acquisition or retirement for value, in whole or in part, of any Subordinated Debt, Senior Notes or Additional Notes (including, without limitation, the setting aside of assets or the deposit of funds therefor).

“Restricted Subsidiary” means any Subsidiary of the Parent that is not an Unrestricted Subsidiary.

“Revolving Commitment” shall mean, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans in an aggregate principal Dollar amount at any time outstanding up to an amount equal to such Revolving Lender’s Revolving Commitment Percentage of its Revolving Commitment identified as its Revolving Commitment on Schedule 2.1(a) (which may be increased from time to time pursuant to Section 2.19).  As of the ~~Second~~Fifth Amendment Effective Date, the Revolving Commitment is $~~125,000,000~~310,000,000.

“Revolving Commitment Percentage” shall mean, for each Revolving Lender, the percentage identified as its Revolving Commitment Percentage on Schedule 2.1(a) or in the Register, as such

percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(b).

“Revolving Committed Amount” shall have the meaning set forth in Section 2.1(a).

“Revolving Credit Outstandings” means the sum of, (a) with respect to Revolving Loans and Swingline Loans on any date, the aggregate outstanding principal Dollar amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Loans and Swingline Loans, as the case may be and (b) the LC Exposure, in each case occurring on such date.

“Revolving Exposure” means, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s LC Exposure and Swingline Loans.

“Revolving Extension Request” shall have the meaning set forth in Section 2.21(a).

“Revolving Facility” shall have the meaning set forth in Section 2.1(a).

“Revolving Facility Increase” shall have the meaning set forth in Section 2.19(a).

“Revolving Lenders” shall mean any Lender.

“Revolving Line Cap” shall mean ~~the least amount of (i) the maximum principal amount permitted to be incurred under this Agreement pursuant to the terms of the Senior Notes Indenture described in~~ ~~clause (a)~~ ~~of the definition thereof, (ii)~~ the maximum principal amount permitted to be incurred under this Agreement pursuant to the terms of ~~the~~any Senior Notes Indenture ~~described in~~ ~~clause (b)~~ ~~of the definition thereof and (iii) the maximum principal amount permitted to be incurred under this Agreement pursuant to the terms of the Senior Notes Indenture described in~~ ~~clause (c)~~ ~~of the definition thereof~~, which in no case, shall be less than $~~125,000,000~~310,000,000.

“Revolving Loans” shall have the meaning set forth in Section 2.1(a).

“Sanctioned Entity” shall mean (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a person or entity resident in or determined to be resident in a country, that is subject to a country sanctions program administered and enforced by OFAC.

“Sanctioned Person” shall mean a person named on the list of Specially Designated Nationals maintained by OFAC or an entity that is 50% or more owned by any such person.

“SEC” shall mean the Securities and Exchange Commission or any successor Governmental Authority.

“Second Amendment” means that certain Second Amendment to Credit Agreement, dated as of the Second Amendment Effective Date, by and among Borrowers, Guarantors, Administrative Agent and the Lenders party thereto.

“Second Amendment Closing Fee” shall have the meaning given to such term in the Second Amendment.

“Second Amendment Effective Date” means October 5, 2018.

“Securitization Subsidiary” shall mean a direct or indirect Subsidiary of the Parent:

(1)[Reserved].

(2)that does not engage in, and whose charter, limited liability company agreement, operating agreement, or similar governing document prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

(3)no portion of the Indebtedness or any other obligation, contingent or otherwise, of which:

(A)~~A.~~ is guaranteed by the Borrowers or any Restricted Subsidiary (other than a Securitization Subsidiary),

(B)~~B.~~ is recourse to or obligates the Borrowers or any Restricted Subsidiary (other than a Securitization Subsidiary), in any way, or

(C)~~C.~~ subjects any property or asset of a Borrower or any Restricted Subsidiary (other than a Securitization Subsidiary) of the Borrowers, directly or indirectly, contingently or otherwise, to the satisfaction thereof, and

(4)with respect to which neither the Borrowers nor any Restricted Subsidiary (other than a Securitization Subsidiary) has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results,

other than, in respect of clause (3) and (4), pursuant to (x) customary representations, warranties, covenants and indemnities concerning the Permitted Securitization Assets entered into in connection with a Permitted Receivables Financing, including guarantees and indemnities by a Borrower or any Restricted Subsidiary related to the breach or performance of representations, warranties, covenants and indemnities by a Securitization Subsidiary and (y) services performed or to be performed by a Borrower or any Restricted Subsidiary with respect to such Permitted Receivables Financing.

“Security Agreement” means the security agreement, dated as of the date hereof, by the Borrowers, the Guarantors party thereto and the Administrative Agent, as the same may be amended, modified or supplemented from time to time.

“Security Agreement Supplement” shall have the meaning set forth in the Security Agreement.

“Senior Notes” shall mean the senior notes issued pursuant to each Senior Notes Indenture.

“Senior Notes Documents” shall mean, collectively, each Senior Notes Indenture, any offering memorandum executed in connection therewith, and all other agreements, instruments and other documents setting forth the terms of the Senior Notes.

“Senior Notes Indenture” shall mean each of (a) that certain ~~Indenture for 9.75% Senior Notes due 2021, dated as of May 30, 2014 (as amended, restated, supplemented or as otherwise modified from time to time) by and among Parent, certain of Parent’s subsidiaries as guarantors from time to time and Computershare Trust Company, N.A., a national banking association duly organized under the laws of the United States and Computershare Trust Company of Canada, as successor trustee to US Bank National Association, (b) that certain~~ Indenture for 8.500% Senior Notes due 2024, dated as of September 1, 2017 (as amended, restated, supplemented or as otherwise modified from time to time) by and among Parent, certain of Parent’s subsidiaries as guarantors from time to time and Computershare Trust Company, N.A., a national banking association duly organized under the laws of the United States and Computershare Trust Company of Canada and (~~c~~b) that certain Indenture for 8.500% Senior Notes due 2025, dated as of September 19, 2018 (as amended, restated, supplemented or as otherwise modified from time to time), by and among Parent, certain of Parent’s subsidiaries as guarantors from time to time and Computershare

Trust Company, N.A., as trustee.

“Single Employer Plan” shall mean any Plan that is not a Multiemployer Plan.

“Solvent” shall mean, with respect to any Person, that the fair value of the assets of such Person (both at fair valuation and at present fair saleable value on a going concern basis) is, on the date of determination, greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person as of such date and that, as of such date, such Person is able to pay all liabilities of such Person as such liabilities mature and such Person does not have unreasonably small capital with which to carry on its business.  In computing the amount of contingent or unliquidated liabilities at any time, such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability discounted to present value at rates believed to be reasonable by such Person.

“Specified Acquisition Agreement Representations” means, with respect to any Limited Condition Acquisition, such of the representations made by, or with respect to, the target of an Acquisition and its subsidiaries in the applicable acquisition agreement (as in effect on the date of execution thereof) as are material to the interests of the Lenders, but only to the extent that the Credit Party or the Restricted Subsidiaries have the right (taking into account any applicable cure provisions) to terminate their obligations under such acquisition agreement (as in effect on the date of execution thereof) as a result of a breach of such representations in such acquisition agreement (as in effect on the date of execution thereof) or decline to consummate the Acquisition as a result of a breach of one or more of such representations in the applicable acquisition agreement.

“Specified Equity Contribution” shall have the meaning set forth in Section 7.3.

“Specified Existing Revolving Commitment Class” shall have the meaning set forth in Section 2.21.

“Specified Event of Default” means (i) any Payment Event of Default or Bankruptcy Event, (ii) any Event of Default arising under Section 7.1(c)(ii) from a failure to deliver a Borrowing Base Certificate (subject to a 5 Business Day grace period) during any fiscal quarter in accordance with Section 5.2(e), (iii) any Event of Default arising under Section 7.1(c)(ii) from a failure to deliver the financial statements required pursuant to Section 5.1, (iv) any Event of Default arising under Section 7.1(c)(i) from a breach of the Financial Covenants or (v) any Event of Default under Section 7.1(c)(ii) arising from any material misrepresentation in any Borrowing Base Certificate.

“Specified Representations” means each of the representations and warranties set forth in Section 3.1(a), Section 3.1(b)(ii), Section 3.2, Section 3.3, Section 3.4, Section 3.6, Section 3.7(c), Section 3.12, Section 3.16, Section 3.17, and Section 3.18.

“Specified Transaction” means, with respect to any period, any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, subsidiary designation, operating improvements, restructurings, cost saving initiatives or other initiatives or any other event that by the terms of the Credit Documents requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect” to such event.

“Standby Letter of Credit Fee” shall have the meaning set forth in Section 2.4(c).

“Subordinated Debt” shall mean any Indebtedness of any Borrower or any Subsidiary which (a) is expressly (in writing) subordinated in right of payment to the prior ~~Payment~~payment in ~~Full~~full of the Obligations, (b) does not contain any More Restrictive Covenants and (c) contains subordination, cushions on all covenants and baskets in such amounts as the Administrative Agent may reasonably require and other terms reasonably acceptable to the Administrative Agent, (d) is subject to a subordination agreement in form and substance reasonably satisfactory to Administrative Agent.

“Subsidiary” shall mean, as to any Person, a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent.

“Swap Obligations” shall mean, with respect to any Guarantor, an obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of § 1a(47) of the Commodity Exchange Act.

“Swingline Commitment” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding up to the Swingline Committed Amount, and the commitment of the Revolving Lenders to purchase participation interests in the Swingline Loans as provided in Section 2.2(b)(ii), as such amounts may be reduced from time to time in accordance with the provisions hereof.

“Swingline Committed Amount” shall mean the amount of the Swingline Lender’s Swingline Commitment as specified in Section 2.2(a).

“Swingline Exposure” shall mean, with respect to any Revolving Lender, an amount equal to the Applicable Percentage of such Revolving Lender multiplied by the principal amount of outstanding Swingline Loans.

“Swingline Lender” shall mean TBK Bank, SSB and any successor swingline lender.

“Swingline Loan” shall have the meaning set forth in Section 2.2(a).

“Swingline Loan Note” shall mean the promissory note, if any, of the Borrowers in favor of the Swingline Lender evidencing the Swingline Loans provided pursuant to Section 2.2(d), as such promissory note may be amended, modified, extended, restated, replaced, or supplemented from time to time.

“Synthetic Lease Obligation” shall mean the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of Property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the Indebtedness of such Person (without regard to accounting treatment).

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholdings), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Temporary Cash Investment” shall mean any of the following investments: (a) investments in open market investment grade commercial paper (rated at least A-1 or P-1), maturing within one hundred eighty (180) days after acquisition thereof, (b) investments in marketable obligations, maturing within one hundred eighty (180) days after acquisition thereof, issued or unconditionally guaranteed by the United States of America or an instrumentality or agency thereof and entitled to the full faith and credit of the United States of America, (c) investments in money market funds that invest solely in the types of investments permitted under clauses (a) and (b) hereof, (d) investments in repurchase agreements of a domestic office of any of the Lenders which are fully secured by securities described in clause (b) hereof, (e) short-term investments in investment grade auction preferred stock, (f) certificates of deposit and time deposits (including Eurodollar deposits) maturing within one hundred eighty (180) days from the date of deposit thereof, with a domestic office of any of the Lenders or any bank which is a national bank organized under the laws of the United States of America and (i) having capital, surplus and undivided profits of at least $100,000,000 or (ii) so long as all such deposits are federally insured, and (g) investments, certificates of deposit and time deposits (including Eurodollar deposits) of the types described above (but without the grade classification required above) of or with a Lender.

“Termination Value” shall mean, in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, for any date on or after the date such Hedging Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s).

“Third Amendment” means that certain Third Amendment to Credit Agreement, dated as of the Third Amendment Effective Date, by and among Borrowers, Guarantors, Administrative Agent and the Lenders party thereto.

“Third Amendment Effective Date” means July 1, 2019.

“Third Amendment Extension Fee” shall have the meaning given to such term in the Third Amendment.

~~“Total Leverage Ratio” shall mean, as of any date of determination, (a) the amount of Adjusted Funded Debt (without taking into account the exclusion contained in~~ ~~clause (v)~~ ~~of the definition of Funded Debt) as of such date, to (b) trailing 4-quarter Adjusted EBITDA for the period ended as of such date.~~

“Transactions” shall mean (i) the closing of this Agreement and the other Credit Documents and the other transactions contemplated hereby and pursuant to the other Credit Documents, (ii) the initial borrowings under the Credit Documents, (iii) the payment in full of the Indebtedness evidenced by the Existing Credit agreement and (iv) the payment of fees, costs and expenses in connection with all of the foregoing).

“UCC” shall mean the Uniform Commercial Code from time to time in effect in any applicable jurisdiction.

“Underwriting Guidelines” shall mean the collections policies and procedures, customary credit and underwriting procedures and servicing guidelines administered by the Borrowers in the ordinary course of business, as amended, modified or supplemented from time to time in the reasonable business judgment of the Borrowers and consented to by the Administrative Agent if any change in such Underwriting Guidelines would be adverse to any Lender or the Collateral in any material respect.

“Unreimbursed Amount” shall have the meaning set forth in Section 2.3(e).

“Unrestricted Subsidiary” means (a) any Subsidiary of Parent which is designated after the Closing Date as an Unrestricted Subsidiary by the Parent pursuant to Section 5.16 and which has not been re-designated as a Restricted Subsidiary pursuant to Section 5.16, (b) any Subsidiary of an Unrestricted Subsidiary and (c) any Securitization Subsidiary.

“U.S.” shall mean the United States of America.

“U.S. Person” shall mean a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 2.15(f) and shall be in form and substance reasonably acceptable to the Administrative Agent.

“Withholding Agent” shall mean a Credit Party, the Administrative Agent, or, in the case of any Lender that is treated as a partnership for U.S. federal income tax purposes, such Lender or any partnership for U.S. federal income tax purposes that is a direct or indirect (through a chain of entities treated as flow-through entities for U.S. federal income tax purposes) beneficial owner of such Lender, or any of their respective agents, that is required under applicable law to deduct or withhold any Tax from a payment by or on account of any obligation of any Credit Party under any Credit Document.

Section 1.2. Divisions.

For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (i) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (ii) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time.

Section 1.2. ~~Section 1.2.~~ Other Definitional Provisions.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, amended and restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (g) all terms defined in this Agreement shall have the defined meanings when used in any other Credit Document or any certificate or other document made or delivered pursuant hereto.  Any reference herein or in any other Credit Document to the satisfaction, repayment, or payment in full of the Obligations or the Obligations shall

mean the date upon which (w) all of the Obligations (other than (A) as set forth in clause (x) and (y) and (B) contingent indemnification obligations not yet due and payable) have been paid in full, (x) all Letters of Credit have been cancelled, Cash Collateralized or otherwise backstopped on terms reasonably satisfactory to the LC Issuer (including by “grandfathering” on terms reasonably acceptable to the LC Issuer of the applicable Letters of Credit into a future credit facility), (y) Bank Product Collateralization has been provided for all Bank Products other than with respect to Bank Product Debt that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized and (z) all Commitments have expired or been terminated.

Section 1.2. ~~Section 1.3.~~ Accounting Terms.

(a)Generally.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the most recently delivered audited Consolidated financial statements of the Parent, except as otherwise specifically prescribed herein.  Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) other than with respect to the carveouts permitted with respect to the opinion required in Section 5.1(b), the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

(b)Changes in GAAP.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either a Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  Notwithstanding anything to the contrary herein, all leases of any Person that are or would be characterized as operating leases in accordance with GAAP immediately prior to the Effective Date (whether or not such operating leases were in effect on such date) shall continue to be accounted for as operating leases (and not as Capital Leases) for purposes of this Agreement regardless of any change in GAAP or the implementation thereof following the Effective Date that would otherwise require such leases to be recharacterized as Capital Leases.

(c)Financial Covenant Calculations.

(i)The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the Financial Covenant, (1) after consummation of any Acquisitions permitted hereunder, (a) income statement items and other balance sheet items (whether positive or negative) attributable to the target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrowers and the Administrative Agent and (b) Indebtedness of a target which is retired in connection with any Acquisitions permitted hereunder shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (2) after any Disposition permitted by Section 6.5, (a) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the Property or Assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrowers and the Administrative Agent and

(b) Indebtedness and applicable interest that is repaid with the proceeds of such Disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.

Section 1.2. ~~Section 1.4.~~ ~~~~ Time References.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.2. ~~Section 1.5.~~ Execution of Documents.

Unless otherwise specified, all Credit Documents and all other certificates executed in connection therewith must be signed by a Responsible Officer.

Section 1.2. ~~Section 1.6.~~ Letter of Credit Amounts.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount or undrawn amount, as the context may require, of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any LC Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Section 1.2. Certain Calculations and Tests.
(d) Notwithstanding anything in this Agreement or any Credit Document to the contrary, for purposes of (i) determining compliance with any provision in this Agreement or any Credit Document that requires the calculation of any financial ratio or test, (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap, financial metric or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of any Borrower (such Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be: (1) in the case of any acquisition or other Investment, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended measurement period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment or related transaction or (y) the consummation of such acquisition or Investment or related transaction; and (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended measurement period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment (the applicable date pursuant to clause (1) or (2) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including
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any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of any Borrower, any other acquisition or similar Investment or Restricted Payment that has not been consummated but with respect to which such Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.8(a), as if they had occurred at the beginning of the most recently completed measurement period ending prior to the LCT Test Date, such Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with.  For the avoidance of doubt, if a Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the EBITDA or total assets of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that such Borrower or any other Credit Party or Restricted Subsidiary may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated.  The provisions of this Section 1.8(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Revolving Loans.  For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person.
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(d) Notwithstanding anything to the contrary in this Agreement, all determinations of (x) compliance with any financial ratio or test and/or any cap or any other financial metric, (y) the accuracy of any representation and warranties, or any requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under any “baskets” (including any capacity measured as a percentage of EBITDA or Consolidated Total Assets) shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability (including due to fluctuations in EBITDA or Consolidated Total Assets) occurring after such time.
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(d) Notwithstanding anything to the contrary herein, for purposes of the covenants described in Article VI, if any transaction or action would be permitted pursuant to one or more provisions described therein, a Borrower may divide and classify such transaction or action within any covenant in any manner that complies with the covenants set forth therein, and may later divide and reclassify any such transaction or action so long as the transaction or action (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.
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(d) Notwithstanding anything to the contrary herein, for purposes of (i) determining compliance with any provision in this Agreement or any Credit Document that requires the calculation of any financial ratio or test, (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap, financial metric or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Permitted Acquisition, the Borrowing Base
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shall, as of any LCT Test Date or other date of determination, include all Eligible Accounts and unrestricted cash and other cash equivalents acquired (or to be acquired) pursuant to such Permitted Acquisition.
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Article II THE LOANS; AMOUNT AND TERMS

Section 2.1.Revolving Loans.

(a)Revolving Commitment.  During the Commitment Period, subject to the terms and conditions hereof, each Revolving Lender severally, but neither jointly nor jointly and severally, agrees to ratably make revolving credit loans in Dollars (each a “Revolving Loan”) and Letters of Credit in Dollars (or any other currency agreed to by the applicable LC Issuer) to the Borrowers for the purposes hereinafter set forth from time to time in an aggregate principal Dollar Amount not to exceed the lesser of:

(w) the Maximum Revolver Amount, (x) such Lender’s Revolving Commitment, (y) the Borrowing Base and (z) the Revolving Line Cap; (the amounts set forth in clauses (w) through (z), collectively, the “Revolving Committed Amount”) (such facility, the “Revolving Facility”); provided, however, that (A) with regard to each Revolving Lender individually, the sum of such Revolving Lender’s Revolving Commitment Percentage of the aggregate principal Dollar Amount of outstanding Revolving Loans plus such Revolving Lender’s Revolving Commitment Percentage of outstanding Swingline Loans plus such Revolving Lender’s Revolving Commitment Percentage of outstanding LC Obligations shall not exceed such Revolving Lender’s Revolving Commitment and (B) with regard to the Revolving Lenders collectively, the aggregate Revolving Credit Outstandings shall not exceed the Revolving Committed Amount then in effect.  Revolving Loans may be repaid and reborrowed in accordance with the provisions hereof.

(b)Revolving Loan Borrowings.

(i)Notice of Borrowing.  The Borrower Representative shall request a Revolving Loan borrowing by delivering a written Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. on the Business Day of the requested borrowing.  Each such Notice of Borrowing shall be irrevocable and shall specify (1) that a Revolving Loan is requested, (2) the date of the requested borrowing (which shall be a Business Day) and (3) the aggregate principal amount to be borrowed.  The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

(ii)Minimum Amounts.  Each Revolving Loan shall be in a minimum aggregate amount of $500,000 and in integral multiples of $100,000 in excess thereof (or the remaining amount of the Revolving Committed Amount, if less).

(iii)Advances.  Each Revolving Lender will make its Revolving Commitment Percentage of each Revolving Loan borrowing available to the Administrative Agent for the account of the Borrowers at the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, by 1:00 P.M. on the date specified in the applicable Notice of Borrowing, in Dollars and in funds immediately available to the Administrative Agent.  Such borrowing will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office (or

such other account that the Borrower Representative may designate in writing to the Administrative Agent) with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent.

(iv)Repayment.  Subject to the terms of this Agreement, Revolving Loans may be borrowed, repaid and reborrowed during the Commitment Period, subject to Section 2.6(a).  The principal amount of all Revolving Loans, and all other Obligations that are then due and payable, shall be due and payable in full on the Maturity Date, unless accelerated sooner pursuant to Section 7.2.

(v)Interest.  Subject to the provisions of Section 2.7, Revolving Loans shall bear interest at a per annum rate equal to the Alternate Base Rate.  Interest on Revolving Loans shall be payable in arrears on each Interest Payment Date.

(vi)Revolving Loan Notes; Covenant to Pay.  The Borrowers’ obligation to pay each Revolving Lender shall be evidenced by this Agreement and, upon such Revolving Lender’s request, by a duly executed promissory note of the Borrowers to such Revolving Lender in substantially the form of Exhibit 2.1(v).  The Borrowers covenant and agree to pay the Revolving Loans in accordance with the terms of this Agreement.

(vii)Reserves.  Anything to the contrary in this Section 2.1(a) notwithstanding, the Administrative Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves.  Upon establishment or increase in Reserves, the Administrative Agent agrees to make itself available to discuss the Reserve or increase, and the Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion.

Section 2.2.Swingline Loan Subfacility.

(a)Swingline Commitment.  During the Commitment Period, subject to the terms and conditions hereof, the Swingline Lender, in its individual capacity, shall, in reliance upon the agreements of the other Lenders set forth in this Section, make certain Revolving Loans to the Borrowers (each a “Swingline Loan” and, collectively, the “Swingline Loans”) for the purposes hereinafter set forth; provided, however, (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed TEN MILLION DOLLARS ($10,000,000) (the “Swingline Committed Amount”), (ii) the aggregate Revolving Credit Outstandings shall not exceed the Revolving Committed Amount then in effect (iii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan and (iv) Swingline Loans shall reduce availability under the Revolving Facility on a dollar-for-dollar basis.  Swingline Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof.

(b)Swingline Loan Borrowings.

(i)Notice of Borrowing and Disbursement.  Upon receiving a Notice of Borrowing from the Borrower Representative not later than 12:00 P.M., New York, New York time, on any Business Day requesting that a Swingline Loan be made, the Swingline Lender will make Swingline Loans available to the Borrowers on the same Business Day such request is received by the Administrative Agent.  Swingline Loan borrowings hereunder shall be made in minimum amounts of $100,000 (or the remaining available amount of the Swingline Committed Amount if

less) and in integral amounts of $100,000 in excess thereof; provided, however, that this shall not apply if Swingline Loans are made automatically pursuant to a credit sweep in accordance with the Swingline Lender’s treasury management system, if available.

(ii)Repayment of Swingline Loans.  Each Swingline Loan borrowing shall be due and payable on the Maturity Date, but in no event will be outstanding for more than ten (10) Business Days.  The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrowers and the Administrative Agent, demand repayment of its Swingline Loans by way of a Revolving Loan borrowing, in which case the Borrowers shall be deemed to have requested a Revolving Loan borrowing in the amount of such Swingline Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (A) the Maturity Date, (B) the occurrence of any Bankruptcy Event, (C) upon acceleration of the Obligations hereunder, whether on account of a Bankruptcy Event or any other Event of Default, and (D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as “Mandatory Swingline Borrowing”).  Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the amount and in the manner specified in the preceding sentence on the date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., New York, New York time, otherwise such payment shall be made at or before 12:00 P.M., New York, New York time, on the Business Day next succeeding the date such notice is received notwithstanding (1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (2) whether any conditions specified in Section 4.2 are then satisfied, (3) whether a Default or an Event of Default then exists, (4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(1), (5) the date of such Mandatory Swingline Borrowing, or (6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith.  In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from the Swingline Lender such Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective Participation Interest is purchased, and (y) at the time any purchase of a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such Participation Interest, at the rate equal to the Alternate Base Rate.  The Borrowers shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.6(a).

(c)Interest on Swingline Loans.  Subject to the provisions of Section 2.7, Swingline Loans shall bear interest at a per annum rate equal to the Alternate Base Rate.  Interest on Swingline Loans shall be payable in arrears on each Interest Payment Date.

(d)Swingline Loan Note; Covenant to Pay.  The Swingline Loans shall be evidenced by this Agreement and, upon request of the Swingline Lender, by a duly executed promissory note of the Borrowers in favor of the Swingline Lender in the original amount of the Swingline Committed Amount and substantially in the form of Exhibit 2.2(d).  The Borrowers covenant and agree to pay the Swingline Loans in accordance with the terms of this Agreement.

Section 2.3.Letter of Credit Subfacility.

(a)General.  Subject to the terms and conditions set forth herein, the Borrower Representative may request an LC Issuer, and such LC Issuer agrees, to issue Letters of Credit in Dollars (or any other current agreed to by the applicable LC Issuer) an amount for such LC Issuer not to exceed its Letter of Credit Commitment and, in an aggregate principal amount at any time outstanding not to exceed, TWENTY MILLION DOLLARS ($20,000,000) (the “Letter of Credit Sublimit”) for any Borrower’s account in a form reasonably acceptable to the Administrative Agent and the LC Issuer, at any time and from time to time from the Closing Date until the Letter of Credit Expiration Date.  Each LC Issuer shall have no obligation to issue, and the Borrowers shall not request the issuance of, any Letter of Credit at any time if after giving effect to such issuance, (i) the aggregate LC Obligations would exceed the Letter of Credit Sublimit, (ii) the total Revolving Exposure would exceed the Revolving Committed Amount or (iii) the LC Obligations owed to such LC Issuer would exceed its Letter of Credit Commitment.  In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, the LC Issuer relating to any Letter of Credit (all such forms of letter of credit applications or other agreements, together with each Letter of Credit Issuance Request and each Letter of Credit, collectively, the “LC Documents”), the terms and conditions of this Agreement shall control.  Notwithstanding anything to the contrary in this Section 2.3 or elsewhere in this Agreement, the LC Issuer shall not be obligated to issue, amend, renew or extend any Letter of Credit at a time when a Lender is a Defaulting Lender unless the LC Issuer has entered into arrangements satisfactory to it pursuant to Section 2.20(a)(iv).

(b)Request for Issuance, Amendment, Renewal, Extension; Certain Conditions.  To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit, the Borrower Representative shall deliver by certified mail or transmit by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved in writing by the LC Issuer) a Letter of Credit Issuance Request to the LC Issuer and the Administrative Agent not later than 11:00 a.m., New York, New York time, on the third Business Day preceding the requested date of issuance, amendment, renewal or extension (or such later date and time as is acceptable to the LC Issuer).

A request for an initial issuance of a Letter of Credit shall specify in form and detail reasonably satisfactory to the LC Issuer:

(i)the proposed issuance date of the requested Letter of Credit (which shall be a Business Day);

(ii)the face amount and currency thereof, provided that no LC Issuer shall be required to issue a Letter of Credit in a currency other than Dollars unless it shall otherwise expressly agree to issue a Letter of Credit in another currency;

(iii)the expiry date thereof (which shall not be later than the close of business on the Letter of Credit Expiration Date);

(iv)the name and address of the beneficiary thereof;

(v)any documents to be presented by such beneficiary in connection with any drawing thereunder;

(vi)the full text of any certificate to be presented by such beneficiary in connection with any drawing thereunder; and

(vii)such other matters as the LC Issuer may require.

A request for an amendment, renewal or extension of any outstanding Letter of Credit shall specify in form and detail reasonably satisfactory to the LC Issuer:

(i)the Letter of Credit to be amended, renewed or extended;

(ii)the proposed date of amendment, renewal or extension thereof (which shall be a Business Day);

(iii)the nature of the proposed amendment, renewal or extension; and

(iv)such other matters as the LC Issuer may require.

If requested by the LC Issuer, the Borrowers also shall submit a letter of credit application on the LC Issuer’s standard form in connection with any request for a Letter of Credit.  A Letter of Credit shall be issued, amended, renewed or extended only if (and, upon issuance, amendment, renewal or extension of each Letter of Credit, the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure shall not exceed the Letter of Credit Commitment, (ii) the total Revolving Exposures shall not exceed the total Revolving Commitments and (iii) the conditions set forth in Article IV in respect of such issuance, amendment, renewal or extension shall have been satisfied.  Unless the LC Issuer shall agree otherwise, no Letter of Credit shall be in an initial amount less than $50,000.

(c)Expiration Date.  Each Letter of Credit shall expire at or before the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the Letter of Credit Expiration Date; provided that this Section 2.3(c) shall not prevent any LC Issuer from agreeing that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each (and, in any case, not to extend beyond the Letter of Credit Expiration Date) unless each such LC Issuer elects not to extend for any such additional period.

(d)Participations.  By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the LC Issuer or the Lenders, the LC Issuer hereby irrevocably grants to each Revolving Lender, and each Revolving Lender hereby acquires from the LC Issuer, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.  In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the LC Issuer, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by the LC Issuer and not

reimbursed by the Borrowers on the date due as provided in Section 2.3(e), or of any reimbursement payment required to be refunded to the Borrowers for any reason.  Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.3(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit, the occurrence and continuance of a Default, the failure of any condition set forth in Section 4.2 to be satisfied, or the reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (so long as such payment shall not cause such Lender’s Revolving Exposure to exceed such Lender’s Revolving Commitment).

(e)Reimbursement.

(i)If the LC Issuer shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the LC Issuer an amount equal to such LC Disbursement within 1 Business Day after notice from the LC Issuer that such LC Disbursement has been made; provided that, if the Borrowers do not receive such notice at least 2 hours prior to the deadline for requesting ~~Credit~~ Extensions of Credit in the form of Revolving Loans, then the Borrowers shall have an additional Business Day to satisfy such reimbursement obligation; provided that the Borrower Representative may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.3(b) that such payment be financed with Revolving Loans based on the Alternate Base Rate in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Revolving Loans based on the Alternate Base Rate.

(ii)If the Borrowers fail to make such payment when due and the amount is not financed pursuant to the proviso to Section 2.3(e)(i) the LC Issuer shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof (expressed in Dollars) and such Revolving Lender’s Applicable Percentage thereof.  Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 12:00 p.m., New York, New York time, on such date (or, if such Revolving Lender shall have received such notice later than 12:00 p.m., New York, New York time, on any day, not later than 11:00 a.m., New York, New York time, on the immediately following Business Day), an amount equal to such Revolving Lender’s Applicable Percentage of the unreimbursed LC Disbursement (the “Unreimbursed Amount”) in the same manner as provided in Section 2.1 with respect to Revolving Loans made by such Revolving Lender, and the Administrative Agent will promptly pay to the LC Issuer the amounts so received by it from the Revolving Lenders.  The Administrative Agent will promptly pay to the LC Issuer any amounts received by it from the Borrowers pursuant to clause (i) above before the time that any Revolving Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent from any Borrower after the receipt by the LC Issuer of an amount of immediately available funds equal to 100% of all LC Disbursements that were otherwise unreimbursed will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the LC Issuer, as appropriate.  Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the LC Issuer for any LC Disbursement shall not constitute a Loan, shall not relieve the Borrower of its obligation to reimburse such LC Disbursement and shall be made in Dollars.

(iii)If any Revolving Lender shall not have made its Applicable Percentage of such LC Disbursement available to the Administrative Agent as provided above, the Borrowers and such Revolving Lender severally agree to pay interest on such amount, for each day from and

including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the LC Issuer at (A) in the case of the Borrowers, the Default Rate and (B) in the case of such Lender, at a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation.

(f)Obligations Absolute.  The Reimbursement Obligation of the Borrowers as provided in Section 2.3(e) shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by the LC Issuer under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any other fact, event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.3, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of any Borrower hereunder; (v) the fact that a Default shall have occurred and be continuing; (vi) any material adverse change in the condition (financial or otherwise), results of operations, assets, liabilities (contingent or otherwise), material agreements, Properties, solvency, business, management, prospects or value of any Subsidiary; or (vii) any other fact, circumstance or event whatsoever (other than the indefeasible payment in full in cash of such Reimbursement Obligations by the Credit Parties).  None of the Administrative Agent, the Lenders, the LC Issuer or any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the LC Issuer; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Borrower to the extent of any direct damages (as opposed to consequential, exemplary, special, punitive or other indirect damages, claims in respect of which are hereby waived by each Borrower to the extent permitted by applicable Laws) suffered by any Borrower that are caused by the LC Issuer’s bad faith or failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree that, in the absence of bad faith, gross negligence or willful misconduct on the part of the LC Issuer (as determined by a non-appealable judgment of a court of competent jurisdiction), the LC Issuer shall be deemed to have exercised care in each such determination.  In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the LC Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.  The LC Issuer shall not have any duties or obligations except those expressly set forth in this Agreement.  The LC Issuer shall not be liable for any action taken or not taken by it in the absence of its own bad faith, gross negligence or willful misconduct (as determined by a non-appealable judgment of a court of competent jurisdiction).  The LC Issuer shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.  The LC Issuer also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.  The LC Issuer may consult with legal counsel (who may be counsel for any Credit Party) and

other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel or experts.

(g)Disbursement Procedures.  The LC Issuer shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit.  The LC Issuer shall promptly give written notice to the Administrative Agent and the Borrowers of such demand for payment and whether the LC Issuer has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve any Borrower of its Reimbursement Obligation to the LC Issuer and the Revolving Lenders with respect to any such LC Disbursement (other than with respect to the timing of such Reimbursement Obligation set forth in Section 2.3(e)(i).

(h)Interim Interest.  If the LC Issuer shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date specified in Section 2.3(e), the unpaid amount thereof shall bear interest payable on demand, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the Default Rate.  Interest accrued pursuant to this Section 2.3(h) shall be for the account of the LC Issuer, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.3(e) to reimburse the LC Issuer shall be for the account of such Lender to the extent of such payment.

(i)Cash Collateralization.  If any Event of Default shall occur and be continuing, on the Business Day that the Borrowers receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this Section 2.3(i), the Borrowers shall deposit in the LC Account, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash equal to 102% of the LC Exposure as of such date plus any accrued and unpaid interest and fees thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of a Bankruptcy Event.  Funds in the LC Account shall be applied by the Administrative Agent to reimburse the LC Issuer for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of outstanding Reimbursement Obligations.  If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrowers within five Business Days after all Events of Default have been cured or waived.

(j)Additional LC Issuers.  The Borrower Representative may, at any time and from time to time, designate one or more additional Revolving Lenders to act as an LC Issuer under the terms of this Agreement, with the consent of each of the Administrative Agent (which consent shall not be unreasonably withheld), the LC Issuer (which consent shall not be unreasonably withheld) and such Revolving Lender(s).  Any Revolving Lender designated as an LC Issuer pursuant to this Section 2.3(j) shall be deemed (in addition to being a Revolving Lender) to be the LC Issuer with respect to Letters of Credit issued or to be issued by such Revolving Lender, and all references herein and in the other Credit Documents to the term “LC Issuer” shall, with respect to such Letters of Credit, be deemed to refer to such Revolving Lender in its capacity as LC Issuer, as the context shall require.

(k)Reporting.  Each LC Issuer will report in writing to the Administrative Agent (i) on the first Business Day of each calendar month, the aggregate face amount of Letters of Credit issued by it and outstanding as of the last Business Day of the preceding calendar month (and on such other dates as

the Administrative Agent may request), (ii) on or prior to each Business Day on which such LC Issuer expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance or amendment, and the aggregate face amount of Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and such LC Issuer shall advise the Administrative Agent on such Business Day whether such issuance, amendment, renewal or extension occurred and whether the amount thereof changed), (iii) on each Business Day on which such LC Issuer makes any LC Disbursement, the date and amount of such LC Disbursement and (iv) on any Business Day on which the Borrowers fail to reimburse an LC Disbursement required to be reimbursed to such LC Issuer on such day, the date and amount of such failure.

(l)Resignation or Removal of the LC Issuer.  Any LC Issuer may resign as LC Issuer hereunder at any time upon at least 10 days’ prior written notice to the Lenders, the Administrative Agent and the Borrowers.  Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower Representative (which such consent shall not be unreasonably withheld), to appoint a successor LC Issuer; provided that no such consent of the Borrower Representative shall be required if a Payment Event of Default or a Bankruptcy Event has occurred and is continuing.  If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring LC Issuer gives notice of its resignation, then the retiring LC Issuer may, on behalf of the Lenders and the LC Issuer, appoint a successor LC Issuer which shall be (i) a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $500,000,000, or an Affiliate of any such institution, or (ii) another entity satisfactory to the Required Lenders and the Borrowers; provided that no such consent of the Borrowers shall be required if an Event of Default has occurred and is continuing.  The Administrative Agent shall notify the Lenders of any such replacement of the LC Issuer or any such additional LC Issuer.  At the time any such resignation or replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced LC Issuer pursuant to Section 2.4(c).  From and after the effective date of any such resignation or replacement or addition, as applicable, (i) such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring LC Issuer, and the retiring LC Issuer shall be discharged from its duties and obligations under the Credit Documents (if not already discharged therefrom as provided in this Section 2.3), (ii) the successor LC Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the retiring LC Issuer with respect to such Letters of Credit and (iii) references herein and in the other Credit Documents to the term “LC Issuer” shall be deemed to refer to such successor or such addition or to any previous LC Issuer, or to such successor or such addition and all previous LC Issuers, as the context shall require.  After the resignation or replacement of an LC Issuer hereunder, the replaced LC Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an LC Issuer under this Agreement with respect to Letters of Credit issued by it before such resignation or replacement, but shall not be required to issue additional Letters of Credit.  If at any time there is more than one LC Issuer hereunder, the Borrower Representative may, in its discretion, select which LC Issuer is to issue any particular Letter of Credit.  Without limiting the foregoing or any obligation of any Lender pursuant to Sections 2.3(d) or (e), in the event no such successor has been appointed at the end of such 10-day period in accordance with this Section 2.3, (i) the LC Issuer may notify the Borrowers and the Lenders that no qualifying Person has either been appointed or accepted such appointment, and that such resignation shall nonetheless become effective in accordance with such notice and the retiring LC Issuer shall be discharged from its duties and obligations hereunder (including the duty and obligation to issue any additional Letters of Credit after the giving of such notice) and under the other Credit Documents and (ii) the LC Issuer shall be entitled to apply cash collateral, if any, that was deposited in the LC Account in accordance with Section 2.3(i) in an amount in cash up to 102% of the LC Exposure of the retiring LC Issuer as of such date (or make other arrangements reasonably satisfactory to the retiring LC Issuer) to be held by the retiring LC Issuer

in an account specified by the retiring LC Issuer as collateral for the payment and performance obligations arising under such Letters of Credit and the retiring LC Issuer shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.

(m)Other.  The LC Issuer shall be under no obligation to issue any Letter of Credit if:

(i)any order of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the LC Issuer from issuing such Letter of Credit, or any Law applicable to the LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the LC Issuer shall prohibit, or request that the LC Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the LC Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the LC Issuer deems material to it;

(ii)the issuance of such Letter of Credit would violate one or more policies of general application of the LC Issuer;

(iii)except as otherwise agreed by the LC Issuer in its sole discretion, the Letter of Credit (x) is to be denominated in a currency other than Dollars or (y) is a commercial letter of credit; or

(iv)any Lender is at that time a Defaulting Lender, unless the Borrowers have complied with the requirements of Section 2.20.

The LC Issuer shall be under no obligation to amend any Letter of Credit if (A) the LC Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

Section 2.4.Fees.

(a)Commitment Fee.  Subject to Section 2.20, in consideration of the Revolving Commitments, the Borrowers agree to pay to the Administrative Agent, for the ratable benefit of the Revolving Lenders, a commitment fee (the “Commitment Fee”) in an amount equal to the Commitment Fee Percentage on the average daily unused amount of the Maximum Revolver Amount.  The Commitment Fee shall be calculated semi-annually in arrears and accrue from the Effective Date.  For purposes of computation of the Commitment Fee, Swingline Loans shall be considered usage of the Maximum Revolver Amount.  The Commitment Fee shall be payable semi-annually in arrears on the last Business Day of each December and June.

(b)Administrative Agent Fees.  The Borrowers agree to pay to the Administrative Agent the fees each as described in the Fee Letter.

(c)Letter of Credit Fees.  The Borrowers agree to pay to (i) the Administrative Agent for the account of each Revolving Lender (subject, in the case of a Defaulting Lender, to any restrictions on such payment in Section 2.20(a)(iv)) a standby Letter of Credit fee (the “Standby Letter of Credit Fee”) equal to 2.00% per annum on the undrawn amount of each outstanding standby Letter of Credit (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the

Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) any LC Issuer for its own account a fronting fee (the “Fronting Fee”), which shall accrue at the rate of 0.125% per annum (or such other rate per annum as the LC Issuer and Borrowers may agree upon from time to time) on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) attributable to Letters of Credit issued by such LC Issuer during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s customary fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder.  Accrued Standby Letter of Credit Fees shall be payable in arrears on the last Business Day of each fiscal quarter, commencing on the first such date to occur after the Effective Date, and on the date on which the Revolving Commitments terminate.  Accrued Fronting Fees shall be payable in arrears on the last Business Day of each month, commencing on the first such date to occur after the Effective Date, and on the date on which the Revolving Commitments terminate.  Any Fronting Fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand.  Any other fees payable to any LC Issuer pursuant to this Section 2.4(c) shall be payable within five Business Days after demand therefor.  All Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(d)Minimum Usage Fee.  At all times when the Revolving Credit Outstanding are less than or equal to ~~40~~25% of the Revolving Committed Amount (the amount of such deficiency, the “Minimum Usage”), the Borrowers agree to pay to the Administrative Agent, for the ratable benefit of the Revolving Lenders, a minimum usage fee (the “Minimum Usage Fee”) in an amount equal to (y) the Minimum Usage Percentage multiplied by (z) an amount equal to the average daily Minimum Usage.  The Minimum Usage Fee shall be calculated on each anniversary of the Fifth Amendment Effective Date, annually in arrears, and shall accrue from the Fifth Amendment Effective Date and each ~~prior~~subsequent anniversary thereof (provided, that, to the extent the Obligations are paid in full prior to the end of any such anniversary, the Minimum Usage Fee shall be payable pro rata only for the number of days that elapse from the first day following the last anniversary date through the date the Obligations are paid in full); provided that, it is hereby acknowledged and agreed that no Minimum Usage Fee has accrued, nor is due or payable, in respect of the period ending on the Fifth Amendment Effective Date.  For purposes of computation of the Minimum Usage Fee, Revolving Loans, Swingline Loans and LC Exposure shall be considered usage of the Revolving Committed Amount~~.  Notwithstanding anything in this~~ ~~clause (d)~~ ~~to the contrary, solely for purposes of calculating the Minimum Usage and the Minimum Usage Fee (x) for the period beginning on the Effective Date and ending on the First Amendment Effective Date, the~~, which Revolving Committed Amount shall be deemed to be $~~40,000,000 (without giving effect to the First Amendment), (y) for the period beginning on the First Amendment Effective Date and ending on the Second~~ ~~Amendment Effective Date~~~~, the Revolving Committed Amount shall be deemed to be $75,000,000 (without giving effect to the Second Amendment) and (z) for all periods beginning on the first day following the Second Amendment Effective Date and thereafter (after giving effect to the Second Amendment), the Revolving Committed Amount shall be deemed to be $125,000,000~~310,000,000.

Section 2.5.Commitment Terminations or Reductions.

(a)Voluntary Terminations or Reductions.  The Borrowers shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be

in a minimum amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the aggregate Revolving Credit Outstandings shall exceed the aggregate Revolving Committed Amount, as reduced.

(b)Letter of Credit Sublimit.  If the Revolving Committed Amount is reduced below the then current Letter of Credit Sublimit, the Letter of Credit Sublimit shall be reduced by an amount such that the Letter of Credit Sublimit equals the Revolving Committed Amount.

(c)Swingline Committed Amount.  If the Revolving Committed Amount is reduced below the then current Swingline Committed Amount, the Swingline Committed Amount shall automatically be reduced by an amount such that the Swingline Committed Amount equals the Revolving Committed Amount.

(d)Maturity Date.  The Revolving Commitments the Swingline Commitment and the Letter of Credit Commitment shall automatically terminate on the Maturity Date.

Section 2.6.Prepayments.

(a)Optional Prepayments and Repayments.  The Borrowers shall have the right to repay the Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans that shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount) and (ii) Swingline Loans shall be in a minimum principal Dollar Amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount).  The Borrower Representative shall give one Business Day’s irrevocable notice of prepayment of Revolving Loans and Swingline Loans, as the case may be, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable); provided that, to the extent such prepayment is conditioned on the consummation of a separate transaction, such notice may be conditioned on the closing of such transaction.  To the extent the Borrowers elect to repay the Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans and/or Swingline Loans, as applicable, of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages.  All prepayments under this Section shall without premium or penalty other than pursuant to Section 2.6(d).  Interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to the date of prepayment.

(b)Mandatory Prepayments.

(i)Revolving Committed Amount.  If at any time after the Effective Date, the sum of the aggregate Revolving Credit Outstandings shall exceed the Revolving Committed Amount (any such deficiency, an “Overadvance”), the Borrowers shall within 3 Business Days (unless such results from the consummation of Permitted Receivables Financing, then such mandatory prepayment shall occur on the date of the closing of such Permitted Receivables Financing) prepay the Revolving Loans and/or Swingline Loans or Cash Collateralize LC Obligations in an aggregate amount sufficient to eliminate such excess (such prepayment to be applied as set forth in clause (ii) below); provided, however, if such Overadvance results from the Administrative Agent excluding Eligible Accounts solely based on its Permitted Discretion and based on no other exclusion(s) in clauses (a) through (z) of the definition of Eligible Accounts, or from the Administrative Agent reducing the advance rate pursuant to the definition of “Borrowing Base” and, in either or both cases, such exclusion(s) or reduction to the advance rate results in an

Overadvance of at least $10,000,000 or more, then the Borrowers shall have 30 days to prepay the Revolving Loans and/or Swingline Loans or Cash Collateralize LC Obligations in an aggregate amount sufficient to eliminate such excess (such prepayment to be applied as set forth in clause (ii) below).

(ii)Application of Mandatory Prepayments.  All amounts required to be paid pursuant to this Section shall be applied ~~as follows: (A)~~, with respect to all amounts prepaid pursuant to clause (i) above, (1) first to outstanding unreimbursed LC Disbursements that have not been funded by the Revolving Lenders, (2) second to the outstanding Swingline Loans, (3) third ratably to the outstanding Revolving Loans and LC Disbursements funded by Revolving Lenders and (4) fourth ratably to Cash Collateralize outstanding Letters of Credit~~; and (B) with respect to all amounts prepaid pursuant to~~ ~~Section 2.7(a)(ii)~~~~, (1) first to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount), (2) second ratably to the Revolving Loans and (3) third ratably to Cash Collateralize outstanding Letters of Credit (without a simultaneous corresponding reduction of the Revolving Committed Amount)~~.  All prepayments under this Section shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty other than pursuant to Section 2.6(b).

(c)Bank Product Obligations Unaffected.  Any repayment or prepayment made pursuant to this Section 2.6 shall not affect the Borrowers’ obligation to continue to make payments under any Bank Product, which shall remain in full force and effect notwithstanding such repayment or prepayment, subject to the terms of such Bank Product.

(d)Early Termination Fee: If the Borrower shall voluntarily repay in full and terminate the Revolving Facility and all Revolving Commitments, it shall pay an early termination fee (the “Early Termination Fee”) equal to (x)(a) if such voluntary repayment and termination occurs after the ~~Closing~~Fifth Amendment Effective Date but on or prior to the first anniversary of the ~~Closing~~Fifth Amendment Effective Date, 2% of the Maximum Revolver Amount.  (b) if such voluntary repayment and termination occurs after the first anniversary of the ~~Closing~~Fifth Amendment Effective Date but on or prior to the second anniversary of the ~~Closing~~Fifth Amendment Effective Date, 1% of the Maximum Revolver Amount and (c) if such voluntary repayment and termination occurs after the second anniversary of the ~~Closing~~Fifth Amendment Effective Date, 0% of the Maximum Revolver Amount.  Notwithstanding anything herein to the contrary, if the Parent or any of its Affiliates elects to increase the Revolving Commitments pursuant to Section 2.19 (and all conditions thereof would have been satisfied) and the Lenders elect not to participate in such Revolving Facility Increase, the Parent may then elect to repay in full and terminate the Revolving Facility and all Revolving Commitments, and provided that the new loan facility replacing the Revolving Facility has a commitment of at least 110% of the Maximum Revolver Amount and is on the same or better terms than the Revolving Facility (as reasonably determined by the Administrative Agent), then and only in such event, the ~~Borrower~~Borrowers shall pay 50% of the then applicable Early Termination Fee (if any).  For the avoidance of doubt, it is understood and agreed that Revolving Loans which are prepaid without a permanent reduction in the Revolving Commitment shall not be subject to any prepayment premium (including the Early Termination Fee).

Section 2.7.Default Rate and Payment Dates.

(a)Upon the occurrence and during the continuance of a (i) Bankruptcy Event or a Payment Event of Default, the Obligations owing hereunder or under the other Credit Documents shall automatically bear interest at a rate per annum which is equal to the Default Rate and (ii) any Event of Default resulting from a financial reporting requirement or breach of a covenant pursuant to Section

7.1(c), at the option of the Required Lenders by written notice to the Parent, the Obligations owing hereunder or under the other Credit Documents shall automatically bear interest, at a per annum rate which is equal to the Default Rate, in each case from the date of such Event of Default until such Event of Default is waived in accordance with Section 9.1.  Any default interest owing under this (a) shall be due and payable on the earlier to occur of (x) demand by the Administrative Agent (which demand the Administrative Agent shall make if directed by the Required Lenders) and (y) the Maturity Date.

(b)Interest on each Loan shall be payable in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (a) of this Section shall be payable from time to time on demand as provided therein.

Section 2.8.[Reserved].

Section 2.9.Computation of Interest and Fees; Usury.

(a)Interest payable hereunder with respect to any Revolving Loans shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed.  All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360-day year for the actual days elapsed.  Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate shall become effective.

(b)Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of the Borrower Representative, deliver to the Borrowers a statement showing the computations used by the Administrative Agent in determining any interest rate.

(c)It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect.  All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this subsection which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral.  In no way, and in no event or contingency (including, but not limited to, prepayment or acceleration of the maturity of any Obligation), shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law.  If a court of competent jurisdiction shall, in a final determination, deem applicable interest paid to have been in excess of the maximum nonusurious amount, then such excess amount shall be subject to the provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of ~~anyamendment~~any amendment or new document.  If any Lender shall ever receive anything of value which is characterized as interest on the Loans (as determined by a court of competent jurisdiction in a final determination) under applicable law and which would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrowers or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans.  The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand.  All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full

stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Section 2.10.Pro Rata Treatment and Payments.

(a)Allocation of Payments Prior to Exercise of Remedies.  Each borrowing of Revolving Loans and any reduction of the Revolving Commitments (other than the reduction of ~~Incremental~~Revolving Commitments increased pursuant to a Revolving Facility Increase pursuant to Section 2.5(a)) shall be made pro rata according to the respective Revolving Commitment Percentages of the Revolving Lenders.  Unless otherwise required by the terms of this Agreement, each payment under this Agreement shall be applied, first, to any fees then due and owing by the Borrowers pursuant to Section 2.4, second, to interest then due and owing hereunder of the Borrowers and, third, to principal then due and owing hereunder and under this Agreement of the Borrowers.  Each payment on account of any fees pursuant to Section 2.4 shall be made pro rata in accordance with the respective amounts due and owing.  Each optional repayment and prepayment by the Borrowers on account of principal of and interest on the Revolving Loans shall be applied to such Revolving Loans on a pro rata basis and, to the extent applicable, in accordance with the terms of Section 2.6(a) hereof.  Each mandatory prepayment on account of principal of the Loans shall be applied to such Loans, as applicable, on a pro rata basis and, to the extent applicable, in accordance with Section 2.6(b).  All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in immediately available funds not later than 1:00 P.M. on the date when due.  The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received.  If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

(b)Allocation of Payments After Exercise of Remedies.  Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies (other than the application of default interest pursuant to Section 2.7) by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows (irrespective of whether the following costs, expenses, fees, interest, premiums, scheduled periodic payments or Obligations are allowed, permitted or recognized as a claim in any proceeding resulting from the occurrence of a Bankruptcy Event):

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents;

SECOND, to the payment of any fees owed to the Administrative Agent;

THIRD, [Reserved];

FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest, and including, with respect to any Bank Product, any fees, premiums and scheduled periodic payments due under such Bank Product and any interest accrued thereon;

FIFTH, to the payment of the outstanding principal amount of the Obligations, and including with respect to any Bank Product, any breakage, termination or other payments due under such Bank Product and any interest accrued thereon;

SIXTH, to Cash Collateralize the outstanding LC Obligations;

SEVENTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “SIXTH” above; and

EIGHTH, to the payment of the surplus, if any, to the Borrowers or whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders and any Bank Product Provider shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender or the outstanding obligations payable to such Bank Product Provider bears to the aggregate then outstanding Loans and obligations payable under all Bank Products) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SEVENTH” above.  Amounts distributed with respect to any Bank Product Debt shall be the last Bank Product Amount reported to the Administrative Agent; provided that any such Bank Product Provider may provide an updated Bank Product Amount to the Administrative Agent prior to payments made pursuant to this Section.  The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Bank Product Provider.  In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the Bank Product Amount last reported to the Administrative Agent.

Section 2.11.Non-Receipt of Funds by the Administrative Agent.

(a)Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Extension of Credit that such Lender will not make available to the Administrative Agent such Lender’s share of such Extension of Credit, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with this Agreement and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Extension of Credit available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrowers, the Alternate Base Rate.  If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period.  If such Lender pays its share of the applicable Extension of Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Extension of Credit.  Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(b)Payments by Borrowers; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the amount due.  In such event, if the Borrowers have not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.  A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under subsections (a) and (b) of this Section shall be conclusive, absent manifest error.

(c)Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Extension of Credit set forth in Article IV are not satisfied or waived in accordance with the terms thereof, the Administrative Agent shall return within 1 Business Day following the written request of such Lender such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)Obligations of Lenders Several.  The obligations of the Lenders hereunder to make Revolving Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.5(c) are several and not joint.  The failure of any Lender to make any Loan, to fund any such participation or to make any such payment under Section 9.5(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.5(c).

(e)Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Section 2.12.[Reserved.]

Section 2.13.Yield Protection.

(a)Increased Costs Generally.  If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii)subject the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any Credit Document to any (or any increase in any) Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to any Credit Document or any participation in any Loan; or

(iii)impose on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement;

and the result of any of the foregoing shall be to reduce the amount of any sum received or receivable by such Administrative Agent, Lender or other recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Administrative Agent, Lender, or other recipient and delivery of appropriate supporting information to the Borrowers as provided in (c), the Borrowers will pay to such Administrative Agent, Lender or other recipient, as the case may be, such additional amount or amounts as will compensate such Administrative Agent, Lender or other recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital and Liquidity Requirements.  If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity coverage), then, upon request of such Administrative Agent, from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement.  A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, together with supporting information in reasonable detail, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrowers and shall be conclusive absent manifest error.  The Borrowers shall pay such Lender the amount shown as due on any such certificate within fifteen (15) Business Days after receipt thereof.

(d)Delay in Requests.  Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered, as the case may be, to the extent that such Lender fails to make a demand for such compensation within six (6) months after becoming aware of such Change in Law giving arise to such increased costs or reductions.

Section 2.14.[Reserved.]

Section 2.15.Taxes.

(a)Payments Free of Taxes.  Any and all payments by or on account of any obligation of any Credit Party under any Credit Document shall be made free and clear of and without reduction or withholding for any Taxes, except as required by applicable law.  If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender (or each of its beneficial owners) or other recipient, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made.

(b)Payment of Other Taxes by the Borrowers.  The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c)Indemnification by the Borrowers.  The Credit Parties shall, within 10 days after written demand therefor, indemnify the Administrative Agent, each Lender and any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any Credit Document for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent, such Lender (or its beneficial owners) or such other recipient, and any reasonable and documented out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)Indemnification of the Administrative Agent.  Each Lender shall indemnify the Administrative Agent for the full amount of any (i) Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.6(d) relating to the maintenance of a Participant Register, and (iii) Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document against any amount due to the Administrative Agent under this paragraph (d).

(e)Evidence of Payments.  As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 2.15, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f)Status of Lenders.  Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Credit Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrower Representative or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Borrower Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.15(f)(i), 2.15(f)(ii)(A)-(D), and Section 2.15(f)(iv) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would

subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person,

(i)any Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent), executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding;

(ii)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent), whichever of the following is applicable:

(A)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed originals of Internal Revenue Service Form W-8BEN or, as applicable, Internal Revenue Service Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, Internal Revenue Service Form W-8BEN or, as applicable, Internal Revenue Service Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federally withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(B)executed originals of Internal Revenue Service Form W-8ECI;

(C)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN; or, as applicable, Internal Revenue Service Form W-8BEN-E; and

(D)to the extent a Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by an Internal Revenue Service Form W-8ECI, W-8BEN, (or, as applicable, W-8BEN-E), a U.S. Tax Compliance Certificate, substantially in the form of Exhibit F-2 or Exhibit F-3, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner; or

(iii)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(iv)if a payment made to a Lender under any Credit Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

(g)Treatment of Certain Refunds.  If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.15 (including additional amounts paid by any Credit Party pursuant to this Section 2.15), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.15 with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of the indemnified party, shall repay such indemnified party the amount paid over pursuant to this Section 2.15(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent or any Lender be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts in respect of such Tax had never been paid.  This paragraph shall not be construed to require or any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h)Defined Terms.  For purposes of this Section 2.15, the term “applicable law” includes FATCA.

(i)Survival.  Each party’s obligations under this Section 2.15 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.

Section 2.16.[Reserved.]

Section 2.17.[Reserved.]

Section 2.18.Replacement of Lenders.

(a)Designation of a Different Lending Office.  If any Lender requests compensation under Section 2.13, or requires the Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 or 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (A) would eliminate or reduce amounts payable pursuant to Section 2.13 or Section 2.15 or 2.17, as the case may be, in the future and (B) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrowers hereby agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)Replacement of Lenders.  If (A) any Lender requests compensation under Section 2.13 or 2.17, (B) the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 (and, in the case of clauses (A) and (B), the Lender has declined or is unable to designate a different lending office in accordance with Section 2.18(a)), (C) any Lender becomes a Defaulting Lender or (D) any Lender fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof or of any other Credit Document that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 9.1, so long as the consent of the Required Lenders or such other required class of Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13 or Section 2.15 or 2.17) and obligations under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i)the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.6;

(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 2.13 or 2.17 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter; ~~and~~

(iv)such assignment does not conflict with applicable law; and

(v) if any Lender fails to execute such assignment in accordance with the terms hereof within 5 days of request therefor by any Borrower, such Lender shall be deemed to have executed such assignment and assigned its Loans and Revolving Commitments hereunder to the applicable Eligible Assignee and such assignment shall be recorded in the Register and any Notes held by such Lender shall be deemed to be canceled upon the effectiveness of such assignment and payment in full at par all Revolving Loans owed to such assigning Lender, together with accrued and unpaid interest and fees and Cash Collateralizing such Lender’s pro rata share of all outstanding LC Obligations at such time.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Section 2.19.Revolving Facility Increases.

(a)General Terms.  Subject to the terms and conditions set forth herein, the Borrowers may request, at any time after the Effective Date and from time to time until the Maturity Date, to increase the Revolving Committed Amount (each such increase, a “Revolving Facility Increase” and the loans permitted to be drawn under such Revolving Facility Increase, “Incremental Revolving Loans”) by an aggregate principal amount not to exceed ~~the greater of (x) $120,000,000 and (y) the Revolving Line Cap~~$125,000,000 (the “Incremental Increase Amount”) which shall be subject to the approval of each Lender in its sole discretion.

(b)Terms and Conditions.  The following terms and conditions shall apply to any Revolving Facility Increase: (A) no Default or Event of Default shall exist immediately prior to or after giving effect to such Revolving Facility Increase; provided that, in connection with a Limited Condition Acquisition, at the election of any Borrower, this condition shall be limited to (x) at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or result therefrom, and (y) upon the effectiveness of the Revolving Facility Increase and making of any Incremental Revolving Loans on the applicable closing date of such Limited Condition Acquisition, no Payment Event of Default or Bankruptcy Event shall have occurred and be continuing or shall occur as a result thereof, (B) any loans made pursuant to a Revolving Facility Increase shall constitute Obligations and will be guaranteed with the other Obligations on a pari passu basis, (C) any Lenders providing such Revolving Facility Increase shall be entitled to the same voting rights as the existing Lenders and shall be entitled to receive proceeds of prepayments on the same terms as the existing Revolving Lenders, (D) any such Revolving Facility Increase shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount of the Incremental Increase Amount, if less), (E) the proceeds of any such Revolving Facility Increase will be used for the purposes set forth in Section 5.12 and the terms of any Revolving Facility Increase will be the same as the terms applicable to the Revolving Facility, (F) the Borrowers shall execute a ~~Revolving~~ Note in favor of any new Lender or any existing Lender whose Revolving Commitment is increased pursuant to this Section, in each case, if requested by such Lender, (G) in connection with any incurrence of Incremental Revolving Loans, or establishment of a Revolving Facility Increase, to the extent requested by the Persons holding the applicable Incremental Revolving Loans, the representations and warranties in Article III of this Agreement shall be true and correct in all

material respects (without replication of any materiality qualifier) on and as of the date of the incurrence of such Incremental Revolving Loans (although any representations or warranties which expressly relate to a given date or period shall be required only to be true and correct in all material respects (without replication of any materiality qualifier) as of the respective date or for the respective period (provided that in the case of any Incremental Revolving Loans incurred to finance a Limited Condition Acquisition, this condition may be satisfied so long as the Specified Representations and Specified Acquisition Agreement Representations are true and correct in all material respects on the closing date thereof), (H) the other terms and documentation in respect of any Revolving Facility Increase, to the extent not consistent with the Revolving Loans, will be reasonably satisfactory to the Administrative Agent and the Borrowers, (I) the Administrative Agent shall have received (1) upon request of the Administrative Agent, an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and substantially similar to the opinion delivered to the Administrative Agent on the Closing Date, (2) any authorizing corporate documents as the Administrative Agent may reasonably request and (3) if applicable, a duly executed Notice of Borrowing, (J) the maturity date of any Revolving Facility Increase shall be no earlier than the Maturity Date, and shall bear interest at the rate applicable to the Revolving Loans, and (K) the Administrative Agent shall have received from the Borrowers updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Revolving Facility Increase and any borrowings thereunder on the closing date for such Revolving Facility Increase on a ~~pro forma basis~~Pro Forma Basis, the Credit Parties will be in compliance with the Financial Covenants; provided that, in connection with a Limited Condition Acquisition, at the election of any Borrower, this condition shall solely be tested at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition.  None of the Swingline Committed Amount or the Letter of Credit Sublimit shall be increased in connection with any Revolving Facility Increase.

(c)Reallocation of Revolving Loans.  In connection with the closing of any Revolving Facility Increase, the outstanding Revolving Loans and Participation Interests shall be reallocated by causing such fundings and repayments among the Lenders of Revolving Loans as necessary such that, after giving effect to such Revolving Facility Increase, each Lender will hold Revolving Loans and Participation Interests based on its Revolving Commitment Percentage (after giving effect to such Revolving Facility Increase).

(d)Participation.  Participation in any such Revolving Facility Increase may be offered to each of the existing Lenders, but no Lender shall have any obligation to provide all or any portion of any such Revolving Facility Increase.  The Borrowers may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) to join this Credit Agreement as Lenders hereunder for any portion of such Revolving Facility Increase; provided that such other banks, financial institutions and investment funds shall enter into such lender joinder agreements to give effect thereto as the Administrative Agent may reasonably request.

(e)Amendments.  The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any such Revolving Facility Increase.

(f) Fifth Amendment.  For the avoidance of doubt, the transactions contemplated by the Fifth Amendment do not constitute a Revolving Facility Increase.

Section 2.20.Defaulting Lenders.

(a)Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)Waivers and Amendments.  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 9.1.

(ii)Reallocation of Payments.  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Swingline Lender or LC Issuer hereunder; third, as the Borrower Representative may request (so long as no Default exists), to the funding of any Loan or drawing under any Letter of Credit in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth, to Cash Collateralize such Defaulting Lender’s Participation Interests in Letters of Credit; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Revolving Lenders, the LC Issuer or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, LC Issuer or Swingline Lenders against that Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Certain Fees.

(A)Commitment Fees.  (1) No Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender.

(iv)Reallocation of Participations to Reduce Fronting Exposure.  All or any part of such Defaulting Lender’s Swingline Exposure and LC Exposure shall automatically (effective on

the day such Lender becomes a Defaulting Lender) be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that such reallocation does not cause the aggregate Committed Funded Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment.

(v)Repayment of Swingline Loans and Cash Collateralization of Letters of Credit.  If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under Law,

(A)prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and

(B)Cash Collateralize Letters of Credit in an amount equal to such Defaulting Lender’s LC Exposure.

(b)Defaulting Lender Cure.  If the Borrower Representative, the Administrative Agent, each Swingline Lender, each LC Issuer and each Revolving Lender agree in writing in their sole discretion (acting reasonably) that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed ~~Loans~~Funded Exposure and funded and unfunded participations in Swingline Loans and Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to (a)(iv) of this Section 2.20, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c)Termination of Impacted Lenders.  The Borrowers may terminate the unused amount of the Commitment of any Defaulting Lender that is an Impacted Lender upon not less than ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of (a)(ii) will apply to all amounts thereafter paid by the Borrowers for the account of such Impacted Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrowers, the Administrative Agent, any LC Issuer, the Swingline ~~Bank~~Lender or any Lender may have against such Impacted Lender.

Section 2.21.Extension of Revolving Loans and Revolving Commitments.

(a)The Borrowers may at any time and from time to time request that all or a portion of the Revolving Commitments and/or the Extended Revolving Commitments (and, in each case, including any previously extended Revolving ~~Credit~~ Commitments), existing at the time of such request (each, an “Existing Revolving Commitment” and any related revolving credit loans under any such facility, “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving Class”) be converted or exchanged to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect

to all or a portion of any principal amount of Existing Revolving Loans related to such Existing Revolving Commitments (any such Existing Revolving ~~Credit~~ Commitments which have been so extended, “Extended Revolving Commitments” and any related revolving credit loans, “Extended Revolving Loans” and any Lender providing such Extended Revolving Commitments or loans, “Extending Lender”) and to provide for other terms consistent with this Section 2.21.  Prior to entering into any Extension Agreement with respect to any Extended Revolving Commitments, the Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Commitments, with such request offered equally to all Lenders on a pro rata basis and subject to other procedures established by the Administrative Agent in its reasonable discretion) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Revolving Commitments from which they are to be extended (the “Specified Existing Revolving Commitment Class”) except that (w) all or any of the final maturity dates of such Extended Revolving Commitments may be delayed to later dates than the final maturity dates of the Existing Revolving Commitments of the Specified Existing Revolving Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments of the Specified Existing Revolving Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (y)(A) [Reserved] and (B) [Reserved]; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Extended Revolving Loans under any Extended Revolving Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Revolving Loans of the Specified Existing Revolving Commitment Class (the mechanics for which may be implemented through the applicable Extension Agreement and may include technical changes related to the borrowing and repayment procedures of the Specified Existing Revolving Commitment Class), (II) and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the assignment and participation provisions set forth herein and (III) permanent repayments of Extended Revolving Loans (and corresponding permanent reduction in the related Extended Revolving Commitments) shall be permitted as may be agreed between the Borrowers and the Lenders thereof.  No Lender shall have any obligation to agree to have any of its Revolving Loans or Revolving Commitments of any Existing Revolving Class converted or exchanged into Extended Revolving Loans or Extended Revolving Commitments pursuant to any Revolving Extension Request.  Any Extended Revolving Commitments of any Extended Revolving Loans shall constitute a separate class of Revolving Commitments from Existing Revolving Commitments of the Specified Existing Revolving Commitment Class and from any other Existing Revolving Commitments (together with any other Extended Revolving Commitments so established on such date), affecting only those Lenders party to the related Extension Agreement.

(b)Extended Revolving Loans and Extended Revolving Commitments shall be established pursuant to an amendment (an “Extension Agreement”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 9.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Revolving Loans and ~~Extendin~~~~g~~Extended Revolving Commitments established thereby, and in which case shall require the consent of all such Extending Lenders directly or adversely affected thereby) executed by the Credit Parties, the Administrative Agent and the Extending Lenders.

(c)Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Revolving Commitment is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraph (a) above (an “Extension Date”), in the case of the

Existing Revolving Commitments of each Extending Lender under any Specified Existing Revolving Commitment Class, the aggregate principal amount of such Existing Revolving Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Revolving Commitments so converted or exchanged by such Lender on such date (plus any fees, expenses, costs, taxes, premiums or discounts associated therewith), and such Extended Revolving Commitments shall be established as a separate ~~Class~~class of Revolving Commitments from the Specified Existing Revolving Commitment Class and from any other Existing Revolving Commitments (together with any other Extended Revolving Commitments so established on such date) and (B) if, on any Extension Date, any Existing Revolving Loans of any Extending Lender are outstanding under the Specified Existing Revolving Commitment Class, such Existing Revolving Loans (and any related participations) shall be deemed to be converted or exchanged to Extended Revolving Loans (and related participations) in the same proportion as, and solely to the extent of, such Extending Lender’s Specified Existing Revolving ~~Commitments~~Commitment Class to Extended Revolving Commitments.

(d)In the event that the Administrative Agent determines in its sole discretion that the allocation of the Extended Revolving Commitments of a given Extension Series, in each case to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Revolving Extension ~~Election~~Request timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Agreement, then the Administrative Agent, the Borrowers and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Credit Documents (each, a “Corrective Extension Agreement”) within 15 days following the effective date of such Extension Agreement, as the case may be, which Corrective Extension Agreement shall (i) provide for the conversion or exchange and extension of the Existing Revolving Commitments or Extended Revolving Commitments, as the case may be, in such amount as is required to cause such Lender to hold Extended Revolving Commitments (and related revolving credit exposure) of the applicable Extension Series into which such other commitments were initially converted or exchanged, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Agreement, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrowers and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Agreement described in Section 2.21(b) and any repayments or prepayments required thereby, if any), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in Section 2.21(b).

Section 2.22.No Plan Assets.

No Lender shall fund or hold any Loan under this Agreement with “plan assets” (within the meaning of the Plan Asset Regulation) if it would cause any Borrower to incur any prohibited transaction excise tax penalties under Section 4975 of the Code.

Article III REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the other Lenders to enter into this Agreement and the other Credit Documents, and to make the Extensions of Credit herein provided for, the Credit Parties hereby represent and warrant to the Administrative Agent and to each Lender, which representations and warranties shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date and Fifth Amendment Effective Date,

and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Extension of Credit made thereafter, as though made on and as of the date of such Extension of Credit (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date) (provided that in the case of any Extension of Credit incurred to finance a Limited Condition Acquisition, this condition may be satisfied so long as the Specified Representations and customary Specified Acquisition Agreement Representations are true and correct in all material respects on the closing date thereof) and such representations and warranties shall survive the execution and delivery of this Agreement and the other Credit Documents:

Section 3.1.Existence, Qualification and Power; Compliance with Laws.

Each Credit Party (a) is a corporation, limited partnership, partnership, limited liability partnership, limited liability limited partnership or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all governmental licenses, authorizations, consents and approvals necessary to (i) own its assets, carry on its business and (ii) execute, deliver, and perform its obligations under the Credit Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license and (d) is in compliance with all Laws and the application to its properties, except, in each case referred to in clause (b)(i), (c) or this clause (d) to the extent that any failure could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or, with respect to clause (d), is not disclosed on Schedule 3.1(d).

Section 3.2.Authorization; No Contravention.

The execution, delivery and performance by each Credit Party of each Credit Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject; ~~or~~ (iii) violate any Law, except in the case of either clause (ii) or (iii) to the extent individually or in the aggregate a Material Adverse Effect could not be reasonably expected to occur or (iv) contravene the terms of the Senior Notes Indenture for so long as such Senior Notes Indenture is in effect.

Section 3.3.Governmental Authorization.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party of this Agreement or any other Credit Document, other than to the extent a failure to obtain such approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority could not reasonably be expected to result in a Material Adverse Effect.

Section 3.4.Binding Effect.

This Agreement has been, and each other Credit Document, when delivered hereunder, will have been duly executed and delivered by each Credit Party that is party thereto.  This Agreement constitutes, and each other Credit Document when so delivered will constitute, a legal, valid and binding obligation of such Credit Party, enforceable against each Credit Party that is party thereto in accordance with its terms, subject as to enforcement of remedies to (i) any Debtor Relief Laws and (ii) general principles of equity, whether applied by a court of law or equity.

Section 3.5.Financial Statements; No Material Adverse Effect.

The Audited Financial Statements, and each other financial statement delivered to the Administrative Agent during the term of this Agreement (subject to the absence of footnotes and year-end adjustments) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Parent and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness and other material liabilities, direct or contingent, of the Parent and its Consolidated Subsidiaries as of the date thereof in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.  On and as of the Fifth Amendment Effective Date, since the date of the Audited Financial Statements, no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect.  Thereafter on the date of each subsequent Extension of Credit, since the date of the most recently delivered financial statements of the Parent and its Consolidated Subsidiaries, no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect.

Section 3.6.Litigation.

Except as disclosed on Schedule 3.6, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Credit Party, threatened (in writing) or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Credit Party or any of its Restricted Subsidiaries or against any of their properties or revenues which (a) purport to materially adversely affect this Agreement or any other Credit Document, or any of the transactions contemplated hereby, or (b) individually or collectively, could reasonably be expected to have a Material Adverse Effect.

Section 3.7.Ownership of Property; Liens.

(a)Each Credit Party and each Restricted Subsidiary has: (i) good, sufficient, and legal title to all real Property; (ii) valid leasehold interests in all leasehold interests in real or personal Property; and (iii) good and marketable title to all other personal Property, in each case necessary in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, have a Material Adverse Effect.

(b)Set forth on Schedule 3.7(b) hereto is a complete and accurate list of all real Property owned by any Credit Party or any of its Subsidiaries as of the Closing Date, showing as of the date hereof the street address, jurisdiction and record owner.

(c) None of the Property of any Credit Party or any Restricted Subsidiary is subject to any Lien other than Permitted Liens.  The Security Agreement is effective to create a valid and enforceable
Lien on the Collateral in favor of the Administrative Agent, which Lien on the Borrowing Base Collateral is perfected by the filings and other perfection requirements required thereby.
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Section 3.8.Environmental Compliance.

The Credit Parties and their Restricted Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws to the extent they are applicable to the business and properties of the Credit Parties and their Restricted Subsidiaries and related claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrowers have reasonably concluded that such Environmental Laws and claims would not, individually or in the aggregate, have a Material Adverse Effect.

Section 3.9.Taxes.

Each of the Credit Parties and its Subsidiaries has filed, or caused to be filed, all ~~federal income Tax returns and all other~~ material ~~state~~ Tax returns required to be filed and paid (a) all material amounts of Taxes shown thereon to be due (including interest and penalties) and (b) all other material amounts of Taxes, fees, assessments and other governmental charges (including mortgage recording Taxes, documentary stamp Taxes and intangibles Taxes) owing by it, except for such Taxes that are being contested in good faith and by proper proceedings, and against which reserves are being maintained in accordance with GAAP.  No Credit Party and none of their Subsidiaries are aware of any Tax deficiencies or unpaid Tax assessments that, in the aggregate, are material to the Credit Parties or their Subsidiaries, taken as a whole.  There are no Liens for any material Taxes on any assets of any Credit Party or any of its Restricted Subsidiaries, other than Permitted Liens.

Section 3.10.ERISA Compliance.

No Reportable Event exists with respect to any Plan except, either individually or in the aggregate with respect to all Reportable Events, as could not reasonably be expected to have a Material Adverse Effect.  To the knowledge of any Credit Party, no Multiemployer Plan is in “endangered status” or “critical status” within the meaning of Section 432(b) of the Code except as could not reasonably be expected to have a Material Adverse Effect.  Each Single Employer Plan has complied with the applicable provisions of ERISA and the Code except where failure to so comply could not reasonably be expected to have a Material Adverse Effect.  No termination of a Single Employer Plan has occurred resulting in any liability that has remained underfunded which could reasonably be expected to have a Material Adverse Effect.  No Lien in favor of the PBGC or a Plan exists which could reasonably be expected to have a Material Adverse Effect.  The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans), if any, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits so as to cause a Material Adverse Effect to exist, and no Single Employer Plan is in “at risk” status within the meaning of Code Section 430(i) so as to cause a Material Adverse Effect to exist.  Neither any Credit Party nor any Commonly Controlled Entity is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan which could reasonably be expected to have a Material Adverse Effect.

Section 3.11.Capitalization and Subsidiaries.

As of the Fifth Amendment Effective Date, the Credit Parties have no Subsidiaries other than those specifically disclosed in Schedule 1.1 and have no equity investments on the Effective Date in any other corporation or entity other than those disclosed in writing to the Administrative Agent and the

Lenders by or on behalf of the Credit Parties or any of their Restricted Subsidiaries on or before the Effective Date.

As of the Effective Date, Schedule 1.1 to the Credit Agreement as in effect on the Effective Date sets forth (a) a true and complete listing of issued and outstanding Capital Stock and each class thereof of the Credit Parties (other than Parent) and each of its Subsidiaries, of which all of such Capital Stock is validly issued, outstanding, fully paid and non-assessable, and (other than Capital Stock issued by Parent) owned beneficially and of record by the Persons identified on Schedule 1.1 and (b) the correct legal name and type of entity of Parent and each of its Subsidiaries.  All of the issued and outstanding Capital Stock owned by any Credit Party have been duly authorized and issued and are fully paid and non-assessable.

Section 3.12.Margin Regulations; Investment Company Act.

(a)No part of the proceeds of any Extension of Credit hereunder will be used directly or indirectly for any purpose that violates, or that would require any Lender to make any filings in accordance with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect.

(b)No Credit Party is required to register as an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

Section 3.13.Disclosure.

No written statement, information, report, representation, or warranty made by any Credit Party in any Credit Document or in any documents filed with the Securities and Exchange Commission or furnished to the Administrative Agent or any Lender by or on behalf of any Credit Party in connection with any Credit Document contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made and at the time at which they were made and taken as a whole and as supplemented from time to time, not materially misleading.

Section 3.14.Intellectual Property; Licenses, Etc.

To the knowledge of the Credit Parties, the Credit Parties and their Restricted Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without infringement, misappropriation or other violation of the intellectual property rights of any other Person, except to the extent that such failure to own or possess the right to use, or where such infringement, misappropriation, or violation, could not reasonably be expected to have a Material Adverse Effect.

Section 3.15.Solvent.

Immediately after giving effect to each of the ~~Transactions~~transactions contemplated on the Fifth Amendment Effective Date, each of the Borrowers and their Restricted Subsidiaries are, on a Consolidated basis, Solvent.

Section 3.16.Compliance with FCPA.

To their knowledge, each of the Credit Parties and their Subsidiaries is in compliance in all material respects with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto.

Section 3.17.Anti-Money Laundering Laws.

The operations of the Credit Parties and their Subsidiaries are and have been conducted at all times in compliance in all material respects with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Credit Parties and their Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Credit Parties or any of their Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Borrowers, threatened (in writing).

Section 3.18.Compliance with OFAC Rules and Regulations.

(a)None of the Credit Parties or their Subsidiaries or their respective Affiliates is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from time to time.

(b)None of the Credit Parties or their Subsidiaries or their respective Affiliates (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has its assets located in Sanctioned Entities, or (iii) derives revenues from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities.  No proceeds of any Loan will be used, or have been used, directly or, to the Borrowers’ knowledge, indirectly, to fund any operations in, finance any investments or activities in or business of or with, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

Section 3.19.Margin Stock.

No Credit Party nor any of its Subsidiaries is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock.  No part of the proceeds of the loans made to the Credit Parties or any of their Subsidiaries will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors.

Section 3.20.[Reserved.]

Section 3.21.Servicing.

(a)Borrowers agree to monitor, manage, enforce and collect the Receivables and disburse any collections in respect thereof as provided in the ordinary course of business consistent with past practices or reasonable modifications thereof and Borrowers agree to comply in all material respects with their Underwriting Guidelines with respect to servicing of the Receivables and with respect to Credit Protection Laws and all other applicable material Laws in collecting its Receivables and exercising any

rights or remedies thereunder.  Borrowers agree to monitor, manage, enforce and collect the Receivables in the ordinary course of business consistent with past practices or reasonable modifications thereof and represents and warrants that it has the knowledge, expertise and capacity to service the Receivables.  Borrowers shall obtain and maintain all necessary licenses in each jurisdiction necessary to service, collect and manage the Receivables, except to the extent such failure would not, individually or in the aggregate, reasonably be expect to result in a Material Adverse Effect.  Each Borrower agrees not to resign as a servicer of any Receivables without the prior written consent of Administrative Agent.  Notwithstanding the foregoing, Borrower agrees that for so long as an Event of Default pursuant to Section 7.1(a) or 7.1(e) is continuing hereunder or the Administrative Agent or Lenders are generally pursuing remedies against the Borrowers as permitted under the Credit Documents (it being understood that the implementation of the Default Rate alone shall not be deemed to qualify as generally pursuing remedies for purposes of this Section 3.20), the Administrative Agent may, upon five (5) Business Days advance written notice to the Parent, terminate all of the rights and obligations of Borrowers, in its capacity as servicer, under any servicing agreement, if applicable, and shall appoint itself or another Person designated by it to perform all servicing and collection obligations that were previously provided by Borrower.  Upon removal of Borrower as servicer, Borrower agrees to provide all books, records and other data (including computerized data (and at all times include a back up of such data) to Administrative Agent or the Person appointed as a successor servicer to the Borrower.

Section 3.22.Employment Matters.

Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, there are no strikes, lockouts or slowdowns against any Credit Party or any Restricted Subsidiary existing or, to the knowledge of the Borrower, threatened (in writing).  The hours worked by and payments made to employees of the Credit Parties and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.  Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, all payments due from any Credit Party or any Restricted Subsidiary, or for which any claim may be made against any Credit Party or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Credit Party or such Restricted Subsidiary.

Article IV CONDITIONS PRECEDENT

Section 4.1.Conditions to Initial Extensions of Credit.

The obligation of each Lender to make the initial Extensions of Credit is subject to the satisfaction of the following conditions precedent (the date on which such conditions are satisfied and the initial Extension of Credit is made, the “Closing Date”):

(a)Execution of Credit Agreement and Credit Documents.  The Administrative Agent shall have received (A) counterparts of this Agreement, executed by a duly authorized officer of each party hereto and (B) counterparts of any other Credit Document, executed by the duly authorized officers of the parties thereto.

(b)Authority Documents.  The Administrative Agent shall have received the following:

(i)Articles of Incorporation/Charter Documents.  Original certified articles of incorporation or other charter documents, as applicable, of each Credit Party certified (A) by an officer of such Credit Party as of the Closing Date to be true and correct and in force and effect as of such date, and (B) to be true and complete as of a recent date by the appropriate Governmental Authority of the state of its incorporation or organization, as applicable.

(ii)Resolutions.  Copies of resolutions of the board of directors or comparable managing body of each Credit Party approving and adopting the Credit Documents, the Transactions and authorizing execution and delivery thereof, certified by an officer of such Credit Party as of the Closing Date to be true and correct and in force and effect as of such date.

(iii)Bylaws/Operating Agreement.  A copy of the bylaws or comparable operating agreement of each Credit Party certified by an officer of such Credit Party as of the Closing Date to be true and correct and in force and effect as of such date.

(iv)Good Standing.  Original certificates of good standing, existence or its equivalent (to the extent such an item exists in the relevant jurisdiction) with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization.

(v)Incumbency.  An incumbency certificate of each ~~Authorized~~Responsible Officer of each Credit Party certified by an officer to be true and correct as of the Closing Date.

(c)Legal Opinion of Counsel.  The Administrative Agent shall have received the opinions of Kirkland & Ellis LLP and the opinions of local counsel, as applicable, each as counsel to the Credit Parties, dated the Closing Date, addressed and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(d)Solvency Certificate.  The Administrative Agent shall have received an officer’s certificate prepared by the chief financial officer or other ~~Authorized~~Responsible Officer approved by the Administrative Agent of the Borrowers as to the financial condition, solvency of the Credit Parties and their Restricted Subsidiaries, after giving effect to the Transactions and the initial borrowings under the Credit Documents, in substantially the form of Exhibit 4.1(g) hereto.

(e)Account Designation Notice.  The Administrative Agent shall have received the executed Account Designation Notice in the form of Exhibit 1.1(a) hereto.

(f)Notice of Borrowing.  The Administrative Agent shall have received a Notice of Borrowing with respect to the Loans (if any) to be made on the Closing Date.

(g)Consents.  The Administrative Agent shall have received evidence that all boards of directors, governmental, shareholder and material third party consents and approvals necessary in connection with the Transactions have been obtained and all applicable waiting periods have expired without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on such transactions or that could seek or threaten any of the foregoing.

(h)Compliance with Laws.  The financings and other Transactions contemplated hereby shall be in compliance in all material respects with all applicable laws and regulations (including all applicable securities and banking laws, rules and regulations).

(i)Bankruptcy.  There shall be no bankruptcy or insolvency proceedings pending with respect to any Credit Party or any Restricted Subsidiary thereof.

(j)Existing Indebtedness of the Credit Parties.  All of the Indebtedness under the Existing Credit Agreement shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date pursuant to a payoff letter in form and substance reasonably satisfactory to the Administrative Agent.

(k)Financial Statements.  The Administrative Agent and the Lenders shall have received copies of the Audited Financial Statements referred to in Section 3.5 and the consolidated annual projected balance sheet, income statement and cash flow statement for the Parent and its Consolidated Subsidiaries on a consolidated basis for the period through the Maturity Date, each in form and substance reasonably satisfactory to the Administrative Agent and the other Lenders.

(l)No Material Adverse Effect.  Since the date of the Audited Financial Statements, there shall have been no Material Adverse Effect.

(m)Closing Certificate.  The Administrative Agent shall have received a certificate or certificates executed by ~~an Authorized~~a Responsible Officer of the Parent as of the Closing Date, substantially in the form of Exhibit 4.1(m) stating that immediately after giving effect to this Agreement, the other Credit Documents, and all the Transactions contemplated to occur on such date, (A) no Default or Event of Default exists, and (B) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).

(n)Fees and Expenses.  The Administrative Agent and the Lenders shall have received (i) evidence that the costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred by the Administrative Agent and Lenders in the negotiation, execution and delivery of the Credit Documents, to the extent invoiced at least 1 Business Day prior to the Closing Date, shall have been paid in full by the Credit Parties and (ii) evidence that all other fees and expenses, if any, owing pursuant to Section 2.4, and payable on the Effective Date, shall have been paid in full by the Credit Parties.

(o)Closing Date Availability.  Availability on the Closing Date, after giving effect to any initial funding of Revolving Loans or Letters of Credit on the Closing Date and the payment of all costs, fees and expenses of the Transactions, shall not be less than $10,000,000.

Without limiting the generality of the provisions of Section 8.4, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or reasonably acceptable or reasonably satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 4.2.Conditions to All Extensions of Credit.

The obligation of each Lender to make any Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent on the date of making such Extension of Credit:

(a)Representations and Warranties.  The representations and warranties made by the Credit Parties herein and in the other Credit Documents shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct in all respects and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date.

(b)No Default or Event of Default.  No Default or Event of Default shall have occurred and be continuing on such date or immediately after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Agreement~~.~~; and

(c)Compliance with Commitments.  Immediately after giving effect to the making of any such Extension of Credit (and the application of the proceeds thereof), (i) the sum of the aggregate Revolving Credit Outstandings shall not exceed the Revolving Committed Amount then in effect and (ii) the outstanding Swingline Loans shall not exceed the Swingline Committed Amount;

provided that to the extent the an Extension of Credit is made in connection with the consummation of a Limited Condition Acquisition then, at the election of any Borrower, the condition specified in clauses (a) and (b) above shall be limited to (x) at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or result therefrom, (y) upon the effectiveness and making of such Extension of Credit (if any) on the applicable closing date of such Limited Condition Acquisition, no Payment Event of Default or Bankruptcy Event shall have occurred and be continuing or shall occur as a result thereof, and (z) the Specified Representations and customary Specified Acquisition Agreement Representations are true and correct in all material respects on the closing date thereof.

Each request for an Extension of Credit and each acceptance by the Borrowers of any such Extension of Credit shall be deemed to constitute representations and warranties by the Credit Parties as of the date of such Extension of Credit that the conditions set forth above in paragraphs (a) through (c), as applicable, have been satisfied.

Article V AFFIRMATIVE COVENANTS

Each of the Credit Parties hereby covenants and agrees that on the Effective Date, and thereafter (a) for so long as this Agreement is in effect and (b) until the Obligations are paid in full in cash, such Credit Party shall, and shall cause each of their Restricted Subsidiaries, to:

Section 5.1.Financial Statements.

Deliver to the Administrative Agent and the other Lenders, in form reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a)Quarterly Financial Statements.  Within 45 days after the end of each of the first three (3) quarterly fiscal periods of each fiscal year of the Parent, (i) a consolidated balance sheet of the Parent and its Consolidated Subsidiaries as of the end of such fiscal period, and (ii) consolidated statements of income, retained earnings and cash flows of the Parent and its Consolidated Subsidiaries for that quarterly fiscal period and for that portion of the fiscal year then ended, in each case, setting forth in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a Responsible Officer of the Parent as fairly presenting the financial condition, results of operations and cash flows of the Parent and its Consolidated Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(b)Annual Financial Statements.  Within 90 days after the end of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Consolidated Subsidiaries as of the close of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Parent and its Consolidated Subsidiaries, in each case, setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing or otherwise reasonably acceptable to the Administrative Agent (the “Accounting Firm”), which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualifications and exceptions not permissible under GAAP and not reasonably acceptable to the Administrative Agent (other than (i) a “going concern” qualification resulting from the impending maturity of any Indebtedness within 12 months of the relevant audit opinion or (ii) the breach or anticipated breach of any financial covenant (including the Financial Covenants) under any Indebtedness); and

(c)Quarterly Dilution Statements.  Within (i) 45 days after the end of each of the first three (3) quarterly fiscal periods of each fiscal year of the Parent and (ii) 90 days after the end of each fiscal year of the Parent, a statement setting forth the Dilution as of the end of such fiscal period, specifying in reasonable detail as calculated on the Dilution Table, and certified by a Responsible Officer of the Parent and its Consolidated Subsidiaries.

Section 5.2.Certificates; Other Information.

Deliver to the Administrative Agent (for distribution to the Lenders), in form reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a)Compliance Certificate.  Concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and (b) hereof, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower Representative.

(b)Management Discussion and Analysis.  Concurrently with the delivery of the financial statements referred to in Section 5.1(b), a copy of management’s discussion and analysis of the financial condition and results of operations of Parent and its Subsidiaries (including, for the avoidance of doubt, all Restricted Subsidiaries) for such fiscal year, as compared to the previous fiscal year, as applicable.

(c)Reports; SEC Filings; Regulatory Reports; Etc.  Promptly after the same are available, (i) copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Parent, (ii) copies of all annual, regular, periodic and special reports and registration statements which the Parent may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant hereto and (iii) all material regulatory reports specifically concerning the Parent and its Restricted Subsidiaries.

(d)Projected Financial Statements.  Not later than the date of delivery of the annual financial statements required by Section 5.1(b), projected annual consolidated balance sheets, and statements of income of the (i) Parent and its Subsidiaries and (ii) Parent and its Restricted Subsidiaries, in each case for the immediately succeeding fiscal year, it being understood and agreed that (A) any financial or business projections furnished by the Borrowers are subject to significant uncertainties and contingencies, which may be beyond the control of the Borrowers, (B) no assurance is given by the Borrowers that the results or forecast in any such projections will be realized and (C) the actual results may differ from the forecast results set forth in such projections and such differences may be material.

(e)Borrowing Base Certificate.  On the 15th day of each calendar month of the Parent (i) a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower Representative.  Notwithstanding the foregoing, at any time when (x) Availability is less than ~~the greater of (I) $6,000,000 and (II) 15% of the Maximum Revolver Amount~~$20,000,000 (the “Availability Trigger”), until Availability is above the Availability Trigger for four consecutive weeks or (y) a Specified Event of Default is continuing, in each case at the option of the Administrative Agent, the Borrowing Base will be computed on a more frequent basis (but not more frequently than weekly).  In addition, at the option of Parent, the Borrowing Base may be computed more frequently than monthly (but not more frequently than weekly).

(f)Summary of Accounts Constituting the Borrowing Base.  Within eleven (11) Business Days after the end of each calendar month, (i) a summary of Receivables, by loan portfolio, constituting the Eligible Accounts in the Borrowing Base, (ii) all Receivables as of the end of such month, the outstanding principal balance of each Receivable, the outstanding interest owing on each Receivable, any expense owing in respect of each Receivable (iii) the past due principal, interest or any other amount owing with respect to each Receivable, and (iv) such other information as the Administrative Agent may reasonably request from time to time in the exercise of its Permitted Discretion.

(g)General Information.  Promptly, such additional information regarding the business, financial or corporate affairs of the Credit Parties or any Restricted Subsidiary as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 5.1 and 5.2 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website address listed in Section 9.2; or (ii) on which such documents are posted on the Parent’s behalf on http://www.sec.gov; provided that the Parent shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Parent to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender.  Notwithstanding anything contained herein, in every instance the Parent shall be required to provide either paper or electronic copies (at the Parent’s option) of the Compliance Certificates required by clause (a) to the Administrative Agent.  Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

In addition, documents delivered by the Parent or the Borrower Representative to the Administrative Agent pursuant to clauses (a), (b), (d), and (e) of this Section 5.2 may be made available to the Lenders through the Platform in accordance with the provisions of Section 9.2(d).

Notwithstanding anything to the contrary herein, neither the Borrowers nor any of their Subsidiaries shall be required to deliver, disclose, permit the inspection, examination or making of copies of or excerpts from, or any discussion of, any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or any Lender (or their respective representatives or contractors)) is prohibited by applicable law, fiduciary duty or binding agreement (to the extent such binding agreement was not created in contemplation of the Borrowers’ or any of their Subsidiary’s obligations under this Section 5.2), (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) with respect to which the Borrowers or any of their Subsidiaries owes confidentiality obligations (to the extent not created in contemplation of the Borrowers’ or any of their Subsidiary’s obligations under this Section 5.2) to any third party.

Section 5.3.Notices of Material Events.

Promptly notify the Administrative Agent within two (2) Business Days of obtaining knowledge thereof:

(i)of the occurrence of any Default or Event of Default;

(ii)of the receipt of any written notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Credit Party that could reasonably be expected to have a Material Adverse Effect;

(iii)of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect;

(iv)of the receipt of any written notice of a default or event of default (or other similar term, howsoever denominated) delivered to any Credit Party under any debt agreements or instruments in respect of any Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $10,000,000; and

(v)of any other matter that has resulted in or could reasonably be expected to result in a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Parent setting forth details of the occurrence referred to therein and stating what action the Parent has taken and proposes to take with respect thereto.  Each notice pursuant to this Section shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached.

Section 5.4.Payment of Obligations.

Pay and discharge, as the same shall become due and payable, all its material obligations and liabilities, including (a) all its material Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets; (b) all its material lawful claims which, if unpaid, would by law become a Lien upon its Property; and (c) all its Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness, except where failure to do so could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; provided, however, that the Credit Parties and each Restricted Subsidiary shall not be required to pay any such amount if and so long as ~~(i)~~ the amount, applicability or validity

thereof shall currently be contested in good faith by appropriate proceedings and appropriate accruals and reserves therefor have been established in accordance with GAAP ~~and (ii) (except with respect to clause (a) above)~~ ~~failure to do so could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect~~.

Section 5.5.Preservation of Existence, Etc.

(a)Preserve, renew and maintain in full force and effect (i) its legal existence and good standing (to the extent such concept exists in the relevant jurisdiction) under the Laws of the jurisdiction of its organization and (ii) its qualification to do business and good standing (to the extent such concept exists in the relevant jurisdiction) under the Law of each other domestic or foreign jurisdiction where the nature of its business requires it to be so qualified; except (with respect to clause (ii)) where the failure to maintain such qualification or good standing would not reasonably be expected to result in a Material Adverse Effect;

(b)Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary in the normal conduct of its business, except in a transaction permitted by Section 6.3 or 6.5 hereof or except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and

(c)Preserve, renew and maintain all of its registered copyrights, domain names, patents, trademarks, trade names and service marks to the extent that the non-preservation of which could reasonably be expected to have a Material Adverse Effect;

provided that, nothing in this Section 5.5 shall restrict or apply to any Immaterial Subsidiary.

Section 5.6.Maintenance of Properties.

Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its tangible properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

Section 5.7.Maintenance of Insurance.

Maintain with reputable national insurance companies, not Affiliates of the Credit Parties, insurance with respect to its properties and business against loss or damage of the kinds customarily (in the determination of the Borrowers) insured against by Persons of similar financial condition and strength engaged in the same or similar business and owning similar properties in localities where the Credit Parties or their Restricted Subsidiaries operate, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons (it being acknowledged by the Lenders that the Borrowers may maintain self-insurance which is compatible with the standards set forth herein), in each case as determined in the good faith and reasonable business judgment of the Parent.  Subject to Section 5.19, all general property insurance policies covering the Collateral are to list the Administrative Agent as an additional insured (or equivalent term) for the benefit of the Lenders and all general liability insurance policies are to list the Administrative Agent as lender loss payee (or equivalent term) for the benefit of the Lenders, in each case, with standard endorsements which shall provide for not less than 30 days (or 10 days in the case of non-payment) prior written notice to the Administrative Agent of the exercise of any right of cancellation.

Section 5.8.Compliance with Laws.

Comply with all Laws and in all respects with the Investment Company Act of 1940, as amended, if required to be registered as an “investment company”, or as a company “controlled” by an “investment company”, each within the meaning of the Investment Company Act of 1940, as amended, with the requirements of all Laws applicable to it or to its business or Property except in such instances in which (i) such requirement of Law is being contested in good faith or a bona fide dispute exists with respect thereto; and (ii) the failure to comply therewith could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 5.9.Books and Records.

Maintain books, records and accounts with respect to (i) Parent and its Subsidiaries and (ii) Parent and its Restricted Subsidiaries, which, in each case, are in reasonable detail as Administrative Agent may reasonably require, accurately and fairly reflect their transactions and dispositions of their assets, and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management’s general or specific authorization and (b) transactions are recorded as necessary (i) to permit preparation of financial statements in accordance with GAAP, and (ii) to maintain accountability for assets.

Section 5.10.Inspection Rights.

(a)Subject to Section 9.14 hereof, permit representatives and independent contractors of the Administrative Agent (along with representatives of any Lender that wish to attend simultaneously) to visit and inspect any of its Properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (at which an authorized legal representative of the Borrowers shall be entitled to be present), all at the expense of the Lenders (except as set forth herein) during normal business hours upon reasonable advance notice to the Borrowers; provided that, so long as no Event of Default exists, the foregoing shall be restricted to two such visits or inspections per consecutive 12 months period, which two instances shall be at the Borrowers’ sole expense, in each case upon request of the Required Lenders or the Administrative Agent and reasonable advance notice to the Borrowers; provided, however, for so long as an Event of Default continues, the Administrative Agent (along with representatives of any Lender that wish to attend simultaneously) may do any of the foregoing at the sole expense of the Borrowers; provided, further, that, notwithstanding the foregoing, the Administrative Agent and the Lenders shall be limited to (x) 1 field examination (which shall include any appraisals or valuations) of, and at the expense of, the Parent and its Restricted Subsidiaries per consecutive 12 months period to the extent Availability is ~~$8,000,000~~ten percent (10%) of the Maximum Revolver Amount or greater and (y) 2 field examinations (which shall include any appraisals or valuations) of, and at the expense of, the Parent and its Restricted Subsidiaries per consecutive 12 months period to the extent Availability is less than or equal to ~~$8,000,000~~ten percent (10%) of the Maximum Revolver Amount.

Section 5.11.Compliance with ERISA.

The Borrowers shall do, and cause each of its ERISA Affiliates to do, each of the following: (a) maintain each Single Employer Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state law and maintain each Foreign Plan in compliance in all material respects with all applicable laws; (b) preclude each Single Employer Plan which is qualified under Section 401(a) of the Code from being determined to be disqualified in any final assessment by the IRS; (c) make all required contributions to any Plan subject to Section 412 or 430 of the Code; and (d)

make all contributions required under its Foreign Plans; except to the extent that failure to so comply with respect to each of clauses (a) through (d) above could not reasonably be expected to have a Material Adverse Effect.

Section 5.12.Use of Proceeds.

Use the proceeds of any Extension of Credit to finance the working capital needs and other general business purposes (including to consummate Permitted Acquisitions and permitted Investments and make capital expenditures and Restricted Payments and otherwise as permitted hereunder) of the Credit Parties and their Subsidiaries only and not in contravention of any Law or of any Credit Document.

Section 5.13.Further Assurances.

(a)Additional Information.  Provide such information regarding the operations, business affairs and financial condition of the Credit Parties and their Subsidiaries as the Administrative Agent or any Lender may reasonably request.

(b)Further Assurances.  Upon the reasonable request of the Administrative Agent, duly execute and deliver to the Administrative Agent any and all such further instruments and documents (in form and substance reasonably satisfactory to the Borrowers) as may be reasonably necessary or advisable, in the opinion of the Administrative Agent, to further the intent of the parties as expressed in the Credit Documents and to obtain the full benefits of the Credit Documents.

(c)Unauthorized Filings.  Use commercially reasonable efforts to cause any unauthorized UCC financing statement to be removed of record within not less than fifteen (15) days following written request by the Administrative Agent.

Section 5.14.Notice of Formation of Subsidiary.

Promptly upon the formation of any Restricted Subsidiary (other than an Excluded Subsidiary) and in any event within ten (10) days after such formation, the Borrower Representative shall give the Administrative Agent written notice thereof.  Promptly upon the consummation of any Permitted Receivables Financing, and in any event ~~within fifteen days~~not later than the delivery of the immediately succeeding Compliance Certificate pursuant to Section 5.2(a) hereof after such consummation, the Borrower Representative shall give Administrative Agent written notice thereof and the name of any Securitization Subsidiary party to such financing.

Section 5.15.New Domestic Subsidiaries.

Cause each Domestic Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary), which any Credit Party or any of their Restricted Subsidiaries (other than an Excluded Subsidiary) forms or acquires during the term of this Agreement to, promptly but in any event within thirty (30) days after such formation or acquisition (or such longer period as agreed by Administrative Agent in its sole discretion), (a) execute and deliver to the Administrative Agent a Joinder Agreement, together with a certified copy of a resolution of the board of directors (or other authorizing document of the appropriate governing body or Person) of such Domestic Subsidiary authorizing the execution and delivery of the Joinder Agreement and the performance of its terms, together with such other opinions, certificates, and documents as the Administrative Agent may reasonably request in connection therewith and (b) execute and deliver to the Administrative Agent a Security Agreement Supplement to the Security Agreement, together with such other security agreements (including mortgages with respect to

any real Property owned in fee (individually or in the aggregate) by such new Domestic Subsidiary with a fair market value greater than $5,000,000), as well as appropriate financing statements (and with respect to all real Property subject to a mortgage, fixture filings), and such other documents, instruments, and agreements as the Administrative Agent may reasonably require, and each of the foregoing shall be, in form and substance reasonably satisfactory to the Administrative Agent (including being sufficient to grant the Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the Collateral of such newly formed or acquired Domestic Subsidiary (except to the extent such assets are expressly excluded from the Collateral pursuant to the terms of the Guaranty or the Security Agreement, as applicable).

Section 5.16.Unrestricted Subsidiaries.

(a)Not designate any Subsidiary as an Unrestricted Subsidiary unless (x) such Subsidiary is a Foreign Subsidiary or Securitization Subsidiary and (y) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom.  The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrowers therein at the date of designation in an amount equal to the fair market value of the Borrowers’ Investment therein.

(b)Not re-designate any Unrestricted Subsidiary as a Restricted Subsidiary unless immediately before and after such re-designation, no Event of Default shall have occurred and be continuing or would result therefrom.  The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of re-designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time.

(c)Notwithstanding anything to the contrary contained here, in no event shall (i) any Parent or (ii) any Restricted Subsidiary that holds any Capital Stock in, any Liens on, any Indebtedness of, any Investments in or any Collateral of any Restricted Subsidiary (unless such Restricted Subsidiary is included in the designation pursuant to Section 5.16(a)), in each case, be designated as an Unrestricted Subsidiary.

Section 5.17.Compliance with Environmental Laws.

Except in each of the following cases as would not have, or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and cause all lessees and other Persons operating or occupying their Properties to comply, with all applicable Environmental Laws; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to comply with all Environmental Laws; provided, however, that neither the Borrowers nor any of their Restricted Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances.

Section 5.18.Compliance with FCPA, OFAC and Anti-Money Laundering Laws.

(a)Comply in all material respects with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto.

(b)Comply in all material respects with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and

Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable Anti-Money Laundering Laws.

(c)Comply in all material respects with any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from time to time.

Section 5.19.Post-Closing Covenants.

Within the time periods after the Closing Date specified in Schedule 5.19 or such later date as the Administrative Agent agrees to in writing, the Credit Parties shall deliver the documents or take the actions specified on Schedule 5.19, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

Article VI NEGATIVE COVENANTS

Each of the Credit Parties hereby covenants and agrees that on the Effective Date, and thereafter (a) for so long as this Agreement is in effect and (b) until the Obligations are paid in full in cash, that:

Section 6.1.Liens.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, create, incur, assume in or suffer to exist, any Lien upon any of its Property, Assets or revenues, whether now owned or hereafter acquired, other than Permitted Liens.  The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, become subject to a Negative Pledge except (a) the negative pledge contained in the terms of the Senior Notes Documents as in effect on the ~~date hereof~~Fifth Amendment Effective Date; (b) [Reserved], (c) [Reserved], (d) constituting customary provisions restricting subletting or assignment of any leases of any Credit Party or any Subsidiary or provisions in agreements that restrict the assignment of such agreement or ~~anyrights~~any rights thereunder, (e) constituting restrictions on the sale or other disposition of any Property securing Indebtedness as a result of a Lien on such Property permitted hereunder, (f) constituting customary restrictions on cash, other deposits or assets imposed by customers and other Persons under contract entered into in the ordinary course of business, (g) constituting any restriction or condition with respect to Property under an agreement that has been entered into for the disposition of such Property, provided that such disposition is otherwise permitted hereunder, (h) constituting any restriction or condition with respect to Property under a charter, lease, license or other agreement that has been entered into for the employment of such Property and (i) so long as no Event of Default would occur or result immediately after giving effect thereto, pursuant to any Permitted Receivables Financing or with respect to any Permitted Securitization Assets.

Section 6.2.Indebtedness.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, incur, create, contract, waive, assume, have outstanding, guarantee or otherwise be or become liable, directly or indirectly, in respect of any Indebtedness, except for:

(a)the Obligations arising out of or in connection with this Agreement and the other Credit Documents (including Indebtedness incurred pursuant to Section 2.19 and Section 2.21);

(b)current liabilities for Taxes and assessments incurred in the ordinary course of business, and other liabilities for unpaid Taxes being contested in good faith by a Borrower or any Subsidiary for which sufficient reserves have been established;

(c)current amounts payable or accrued for other claims (other than for borrowed funds or purchase money obligations) incurred in the ordinary course of business, provided that all such liabilities, accounts and claims shall be promptly paid and discharged before the same are not yet delinquent for more than 30 days or in conformity with customary trade terms, except for those being contested in good faith by a Borrower or a Subsidiary for which sufficient reserves have been established in accordance with GAAP;

(d)contingent liabilities resulting from the endorsement of negotiable instruments in the ordinary course of business;

(e)intercompany loans and advances made by (i) a Credit Party to another Credit Party, (ii) a Restricted Subsidiary of Parent that is not a Credit Party to a Credit Party, (iii) a Restricted Subsidiary of Parent that is not a Credit Party to a Restricted Subsidiary of Parent that is not a Credit Party and (iv) a Credit Party, in the form of a note with an allonge provided to the Administrative Agent (in form and substance reasonably satisfactory to it) to a Subsidiary of the Parent that is not a Credit Party, provided, that, solely with respect to intercompany loans and advances made pursuant to subclause (iv)(A) no Default or Event of Default exists and is continuing or would result therefrom and (B) other than with respect to a Permitted Tax Restructuring, the aggregate amount of all such loans and advances plus Investments in Capital Stock of Foreign Subsidiaries that are not Guarantors made after the Fifth Amendment Effective Date pursuant to Section 6.3(c) shall not, exceed the greater of $40,000,000 or ~~5.00~~5% of Consolidated Total Assets at any time outstanding;

(f)Indebtedness and obligations owing under (i) Bank Products and (ii) other Hedging Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes;

(g)Guaranty Obligations permitted under Section 6.13 hereof;

(h)the Senior Notes and any Permitted Refinancing Debt in exchange for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund the Senior Notes;

(i)with respect to Temporary Cash Investments, short term Indebtedness not constituting Margin Stock and not exceeding $5,000,000 at any time in the aggregate owed by a Borrower or a Subsidiary to the broker or investment firm which is holding assets for the account of a Borrower or a Subsidiary, but only to the extent that such Indebtedness is to be repaid, in the ordinary course of business, by the collection or liquidation of such assets at the maturity of such assets;

(j)intercompany payables for the purchase of goods and services in the ordinary course of business;

(k)Indebtedness of the Credit Parties and their Subsidiaries existing as of the Effective Date set forth in Schedule 6.2(k) hereto and any renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension and the terms of any such renewal, refinancing or extension are not less favorable to the obligor thereunder;

(l)intercompany loans and advances among Foreign Subsidiaries that are not Guarantors;

(m)obligations in respect of earnouts or similar payment obligations (to the extent permitted by the definition of “Permitted Acquisitions”) payable in cash or which may be payable in cash at the seller’s or obligee’s option;

(n)letters of credit, bank guarantees, performance, bid and surety bonds and completion guarantees provided by a Borrower or any of its Restricted Subsidiaries in the ordinary course of business or in connection with leases of real or personal property in the ordinary course of business;

(o)Subordinated Debt incurred after the Effective Date, provided that (i) prior to the issuance thereof, the Borrower Representative has delivered to the Administrative Agent a Compliance Certificate which indicates that, on a ~~pro forma basis~~Pro Forma Basis after taking into account the issuance of such Subordinated Debt and the use of the proceeds thereof, (A) there shall occur no Default or Event of Default and (B) the Credit Parties and their Restricted Subsidiaries shall be in ~~pro forma compliance~~Pro Forma Compliance with the Financial Covenants calculated as of the most recent test date after giving effect to such incurrence and (ii) such Indebtedness shall not have a maturity date or any scheduled amortization or mandatory prepayments or obligations to repurchase or redeem prior to 6 months after the Maturity Date (except as otherwise permitted pursuant to the applicable subordination terms ~~of the Subordination Agreement~~);

(p)Additional Notes of the Credit Parties and any Permitted Refinancing Debt in exchange for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund, such Additional Notes, provided that (i) to the extent such Additional Notes are used to extend, refinance, renew, replace, defease or refund the Senior Notes, such Additional Notes satisfy clause (2) and (3) of the definition of Permitted Refinancing Debt and (ii) any amount of Additional Notes or Permitted Refinancing Debt thereof, as the case may be, issued in excess of the amounts used pursuant to subclause (i), prior to the incurrence thereof, the Borrower Representative shall have delivered to the Administrative Agent a Compliance Certificate which indicates that, on a ~~pro forma basis~~Pro Forma Basis after taking into account the incurrence of such Additional Notes or Permitted Refinancing Debt thereof, as the case may be, and the use of the proceeds thereof, (A) there shall occur no Default or Event of Default and (B) the Credit Parties and their Restricted Subsidiaries shall be in compliance with the minimum Fixed Charge Coverage Ratio set forth in Section 6.14(a), and such Indebtedness shall not have any scheduled amortization or mandatory prepayments or obligations to repurchase or redeem prior to thirty days after the Maturity Date (except as otherwise permitted pursuant to Section 6.6(b));

(q)[Reserved];

(r)liabilities under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations, letters of credit or liabilities with respect to workers’ compensation and other insurance coverage in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing;

(s)liabilities resulting from insurance premium financings in the ordinary course of business;

(t)liabilities resulting from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds incurred in the ordinary course of business;

(u)trade payables incurred in the ordinary course of any Credit Party’s business, or accrued expenses payable on customary terms and conditions in the ordinary course of any Credit Party’s business;

(v)Foreign Third-Party Loans ~~(together with an allonge in form and substance reasonably satisfactory to the Administrative Agent)~~;

(w)so long as no Event of Default would occur or result immediately after giving effect thereto, Indebtedness (if any) in respect of a Permitted Receivables Financing;

(x)Indebtedness of Foreign Subsidiaries that, when added together with any other Indebtedness incurred under this clause (x) and then outstanding, will not exceed the greater of (x) $20,000,000 and (y) ~~3.0~~3% of Consolidated Total Assets;

(y)the incurrence by a Borrower or any of its Restricted Subsidiaries of Permitted Refinancing Debt in exchange for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund Indebtedness that was ~~Incurred~~incurred pursuant to this Section 6.2;

(z)Indebtedness consisting of promissory notes or similar Indebtedness issued by the Parent or any of its Restricted Subsidiaries to current, future or former officers, managers, and employees thereof, or to their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of the Parent or a Restricted Subsidiary to the extent described in Section 6.6(f);

(aa)the incurrence by a Borrower or any of its Restricted Subsidiaries of unsecured Indebtedness, or issuance of Redeemable Stock by a Borrower (in addition to Indebtedness or Redeemable Stock otherwise permitted hereunder) in an aggregate principal amount (or accreted value, as applicable) that, when added to all other Indebtedness ~~Incurred~~incurred pursuant to this clause (aa) and then outstanding, will not exceed $30,000,000;

(bb)the incurrence by a Borrower or any of its Restricted Subsidiaries of Indebtedness, or issuance of Redeemable Stock by a Borrower in an aggregate principal amount or liquidation preference up to 100% of the net cash proceeds received by a Borrower since immediately after the date of the Senior Notes Indenture from the issue or sale of Capital Stock of a Borrower or cash contributed to the capital of a Borrower to the extent such net cash proceeds have not been applied to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 6.6 or to make Permitted Investments (other than Permitted Investments specified in clauses (b), (g) and (h) of Section 6.3);

(cc)the Borrowers and their Restricted Subsidiary may (x) incur unsecured Indebtedness (including Assumed Indebtedness) and the Borrowers and their Restricted Subsidiaries may issue shares of Redeemable Stock if the Fixed Charge Coverage Ratio for the Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Redeemable Stock is issued would have been at least 2.00 to 1.00, determined on a ~~pro forma basis~~Pro Forma Basis (including a pro forma application of the net cash proceeds therefrom, including the effect of acquisitions or repayments or redemptions of Indebtedness to be funded by such proceeds), as if the additional Indebtedness had been incurred, or the Redeemable Stock had been issued, as the case may be, at the beginning of such four-quarter period and (y) incur Assumed Indebtedness in an amount equal to (i) the EBITDA of the entity acquired by a Restricted Subsidiary pursuant to a Permitted Investment or other Investment permitted hereunder multiplied by (ii) five;

(dd)the Borrowers and their Restricted Subsidiary may incur unsecured Indebtedness (including Assumed Indebtedness) and the Borrowers and their Restricted Subsidiaries may issue shares of Redeemable Stock in an unlimited amount so long as the Payment Conditions have been satisfied,

determined on a ~~pro forma basis~~Pro Forma Basis as if such unsecured Indebtedness has been incurred or such Redeemable Stock has been issued, as the case may be, at the end of the last fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.1(a);

(ee)Indebtedness of any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary; provided that (A) such Indebtedness is not created in anticipation of such a redesignation and (B) the aggregate principal amount of such Indebtedness incurred under this clause (~~dd~~ee) does not exceed at any time~~-(I)~~ the greater of (x) $20,000,000 and (y) and 3% of Consolidated Total Assets; and

(ff)the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness (including Capital Leases and purchase money obligations) incurred for the purpose of financing (or refinancing) all or any part of the purchase price or cost of construction or improvement of Property (real or personal), plant or equipment used in the business of the Parent or such Restricted Subsidiary in an amount that, when added to all other Indebtedness incurred pursuant to this clause (2) and then outstanding, will not exceed the sum of (A) the greater of (x) $15,000,000 and (y) ~~2.0~~2% of Consolidated Total Assets, plus (B) the amount of any fees and expenses incurred in connection with any refinancing.

Section 6.3.Investments.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, make or have outstanding Investments in or to any Person, except for:

(a)loans or participations therein generated (including through any purchases in connection with any bank program that a Credit Party participates in) through the conduct of activities described in Section 6.7 in the ordinary course of its day to day business;

(b)ownership of Capital Stock of (i) Subsidiaries which become Guarantors promptly after the formation or acquisition thereof or (ii) Excluded Subsidiaries;

(c)ownership of Capital Stock of Foreign Subsidiaries that are not Guarantors, provided that the aggregate amount of such Investments, plus the aggregate amount of outstanding Foreign Intercompany Loans pursuant to Section 6.2(e), shall not exceed, in aggregate amount at any time outstanding, the greater of $40,000,000 or 5% of Consolidated Total Assets; (i) Temporary Cash Investments and (ii) such other “cash equivalent” investments as the Administrative Agent may from time to time approve;

(d)[Reserved];

(e)(i) Permitted Acquisitions ~~made after the Effective Date~~ and (ii) Foreign Acquisitions made after the Fifth Amendment Effective Date~~, in each case,~~ the Acquisition Consideration thereof not to exceed, solely in the case of clause (ii), the greater of $60,000,000 or 7.5% of Consolidated Total Assets;

(f)Investments after the Fifth Amendment Effective Date by any Credit Party or Domestic Subsidiary in any Credit Party or Domestic Subsidiary;

(g)intercompany receivables as a result of the transfer of goods and Property in the ordinary course of business;

(h)Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions, Restricted Payments and/or transactions with affiliates to the extent permitted under Sections 6.1, 6.2, 6.4, 6.5, 6.6 or 6.9;

(i)Investments in existence as of the Fifth Amendment Effective Date or contemplated after the Effective Date and set forth on Schedule 6.3 and Investments consisting of any modification, replacement, renewal, reinvestment or extension of any such Investment;

(j)Investments as a result of intercompany loans and advances permitted under Section 6.2(e) hereof;

(k)Bank Products to the extent permitted hereunder;

(l)other Investments in activities directly related to one or more of the types of business described in Section 6.7 hereof, provided that the aggregate amount of such Investments shall not exceed ~~10-~~the greater of (i) 20% of Consolidated Total Assets and (ii) $60,000,000 in an aggregate amount at any time;

(m)[Reserved];

(n)Investments in a Securitization Subsidiary or any other Subsidiary of Parent or any other Investments that are necessary or desirable to effect any Permitted Receivables Financing otherwise permitted by Section 6.4(f);

(o)Investments consisting of the licensing, sublicensing, or contribution of intellectual property rights;

(p)other Investments (including those of the type otherwise referred to herein) in an unlimited amount so long as the Payment Conditions are satisfied, determined on a ~~pro forma basis~~Pro Forma Basis as if such Investment had been made at the end of the last fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.1(a);

(q)Investments made by the Parent or any Restricted Subsidiary in any joint venture or any Unrestricted Subsidiary in an aggregate amount not to exceed at any one time outstanding the greater of (A) $20,000,000 and (B) ~~3~~3.00% of Consolidated Total Assets;

(r)Investments made by any Restricted Subsidiary that is not a Credit Party in any Credit Party or any Restricted Subsidiary;

(s)Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(t)Investments of any Person existing at the time such Person becomes a Restricted Subsidiary or consolidates, amalgamates or merges with any Borrower or any Restricted Subsidiary (including in connection with an Acquisition or other Investment permitted hereunder); provided that such Investment was not made in contemplation of such Person becoming a Restricted Subsidiary or such consolidation or merger;

(u)receivables or other trade payables owing to any Borrower or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(v)loans or advances to officers, partners, directors, consultants and employees of the Borrowers or any Restricted Subsidiary for (A) relocation, entertainment, travel expenses, drawing accounts and similar expenditures and (B) for other purposes in the aggregate amount not to exceed $5,000,000 at any time outstanding;

(w)Investments to the extent that payment for such Investments is made solely with Capital Stock (other than Redeemable Stock) of the Borrowers, or proceeds of an equity contribution initially made to the Borrowers; and

(x)Investments pursuant to the Permitted Tax Restructuring.

Section 6.4.Fundamental Changes.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, voluntarily merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:

(a)any Subsidiary (including a Borrower) may merge or consolidate with (i) a Borrower, provided that ~~such~~a Borrower shall be the continuing or surviving Person, (ii) any Guarantor, or (iii) in the case of any such Subsidiary that is not a Credit Party, any Subsidiary;

(b)any Subsidiary may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Borrower or Guarantor that is a Domestic Subsidiary;

(c)the Borrowers and any Subsidiary may (i) consummate Investments permitted pursuant to Section 6.3 hereof or (ii) make Dispositions permitted pursuant to Section 6.5 hereof;

(d)any Credit Party may merge with any other Credit Party or any other Subsidiary so long as such Credit Party shall be the continuing or surviving Person;

(e)the Borrowers and the Restricted Subsidiaries may effect a Permitted Tax Restructuring; and

(f)so long as no Event of Default would occur or result immediately after giving effect thereto, the Borrowers may effect a Permitted Receivables Financing; provided, that to the extent any Eligible Accounts are included in such Permitted Securitization Assets, (a) the proceeds of the Permitted Receivables Financing or purchase price with respect to the Permitted Securitization Assets, as applicable, must be sufficient to repay any Borrowing Base deficiency resulting from such Permitted Receivables Financing and (b) if any Borrowing Base deficiency would result therefrom, a portion of the proceeds thereof sufficient to cure such Borrowing Base deficiency are directly paid to the Administrative Agent by the lender or purchaser, as applicable, upon the consummation of the Permitted Receivables Financing or sale of the Permitted Securitization Assets; provided, that, the Administrative Agent may instead agree (in its sole consent) to allow the Borrowers to instead pay such deficiency with cash on hand.

Section 6.5.Dispositions.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, voluntarily make any Disposition, except:

(a)Dispositions of obsolete, non-functioning, uneconomical, damaged, surplus or worn out Property, whether now owned or hereafter acquired;

(b)Dispositions of inventory and other Property or services in the ordinary course of business for fair consideration;

(c)provided that clauses (c) and (d) of the definition of Payment Conditions have been satisfied, Dispositions permitted under Section 6.3 and Dispositions to a Credit Party or a Restricted Subsidiary; provided that, if the transferor of such property is a Credit Party, then (i) the transferee thereof must be a Credit Party or (ii) to the extent constituting a Disposition (does not include assets constituting the Borrowing Base) to a Restricted Subsidiary that is not a Credit Party, such Disposition (x) is for fair value and any promissory note or other non-cash consideration received in respect thereof is a permitted Investment in a Restricted Subsidiary that is not a Credit Party in accordance with Section 6.3 or (y) does not exceed the greater of $~~20,000,000~~40,000,000 and 5% of Consolidated Total Assets from and after the Fifth Amendment Effective Date;

(d)Dispositions of Capital Stock of a Credit Party and Dispositions of Capital Stock of a Subsidiary to a Credit Party or to another Subsidiary; and

(e)provided that clauses (c) and (d) of the definition of Payment Conditions have been satisfied, Dispositions of Assets (including (i) Capital Stock of a Subsidiary other than to a Borrower or another Subsidiary and (ii) arrangements whereby a Credit Party or a Subsidiary sells or transfers any of its Assets, and thereafter rents or leases those Assets (except for the sale and leaseback of operating facilities)) not otherwise permitted in this Section 6.5 above, so long as (i) at the time of such Disposition and after giving effect thereto, no Default or Event of Default shall exist, (ii) the aggregate amount of such Dispositions not otherwise permitted in this Section 6.5 above during any fiscal year shall not exceed the greater of $40,000,000 or 5% of Consolidated Total Assets as of the last day of the immediately preceding fiscal year without the prior consent of the Required Lenders, and (iii) the consideration for such Disposition results in at least 75% of the consideration received in respect thereof being cash and cash equivalents received by a Credit Party;

(f)the liquidation of cash and cash equivalents, which liquidation shall be in the ordinary course of business;

(g)an assignment of an account to an insurance company providing credit insurance to a Credit Party for purposes of collecting insurance proceeds of an amount reasonably commensurate with the amount of the account so assigned,

(h)termination of a lease of real or personal Property that could not reasonably be expected to have a Material Adverse Effect;

(i)Disposition of Property subject to casualty, expropriation, condemnation proceedings or under power of eminent domain or a similar proceeding;

(j)so long as no Event of Default has then occurred and is continuing or would result therefrom, the transfer, assignment, cancellation, abandonment or other disposition of intellectual

property rights in the ordinary course of business, which in the reasonable good faith determination of the Borrower Representative is no longer economically practicable or commercially desirable to maintain, or used or useful in any material respect to the conduct of the business of the Borrowers and their Restricted Subsidiaries taken as a whole;

(k)voluntary terminations of any Hedging Agreement;

(l)so long as no Event of Default has then occurred and is continuing or would result therefrom, non-exclusive licenses of patents, copyrights, trademarks, trade secrets or other intellectual property to third parties in the ordinary course of business;

(m)so long as no Event of Default has then occurred or is continuing or would result therefrom, leases, subleases, licenses, sublicenses and terminations and abandonment of any Property (including any leasehold interest in real Property) and granting of easements or rights of way in respect of Property, in each case in the ordinary course of business;

(n)the expiration of intellectual property in accordance with its statutory term;

(o)the expiration of any contract, contract right or other agreement in accordance with its term;

(p)sales, transfers and other dispositions made in order to effect a Permitted Tax Restructuring;

(q)the sale of delinquent receivables in the ordinary course of business in connection with the collections or compromise thereof; and

(r)sales of Permitted Securitization Assets, or participations therein, securities of Securitization Subsidiaries and related assets in connection with a Permitted Receivables Financing otherwise permitted under Section 6.4(f);

(s)accounts in the ordinary course of business for purposes of settlement or collection;

(t)sales, transfers, leases and other dispositions of property to the extent that such property constitutes an Investment permitted by Section 6.3;

(u)dispositions from and after the Effective Date of non-core or obsolete assets acquired in connection with any Acquisition or other permitted Investments;

(v)the incurrence of Permitted Liens;

(w)provided that clauses (c) and (d) of the definition of Payment Conditions have been satisfied, Dispositions of (i) any Capital Stock in Unrestricted Subsidiaries or their assets or (ii) other Excluded ~~Property~~Assets, provided that for the purposes of clause (ii), the fair market value of such Dispositions shall not exceed the greater of $20,000,000 and 3% of Consolidated Total Assets in any fiscal year;

(x)Restricted Payments made pursuant to Section 6.6;

(y)the unwinding of any Bank Products;

(z)sales, transfers or other dispositions of Investments in joint ventures or any Subsidiary that is not a wholly-owned Restricted Subsidiary to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties set forth in joint venture arrangements and similar binding agreements; and

(aa)the Parent and any Restricted Subsidiary may (i) terminate or otherwise collapse its cost sharing agreements with the Parent or any Subsidiary and settle any crossing payments in connection therewith, (ii) convert any intercompany Indebtedness to Capital Stock, (iii) transfer any intercompany Indebtedness to the Parent or any Restricted Subsidiary, (iv) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by the Parent or any Restricted Subsidiary, (v) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers or employees, the Parent or any Subsidiary or any of their successors or assigns or (vi) surrender or waive contractual rights and settle or waive contractual or litigation claims;

provided, however, that any Disposition pursuant to clauses (b) and (e) shall be for fair consideration or reasonable value.

Section 6.6.Restricted Payments.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly pay any Restricted Payment, except (a) any Restricted Subsidiary may declare and pay Dividends to or for the benefit of any Borrower or any Guarantor, and (b) the Borrowers or any Restricted Subsidiary may make Restricted Payments in an unlimited amount so long as the Payment Conditions have been satisfied, determined on a ~~pro forma basis~~Pro Forma Basis as if such Restricted Payment had been made at the end of the last fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.1(a), and after giving effect to such payment, Availability plus unrestricted cash (subject to a full dominion Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and cash equivalents of the Parent and its Restricted Subsidiaries shall not be less than $25,000,000, (c) provided that clauses (c) and (d) of the definition of Payment Conditions have been satisfied, and after giving effect to such payment, Availability plus unrestricted cash (subject to a full dominion Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and cash equivalents of the Parent and its Restricted Subsidiaries shall not be less than $25,000,000 (unless such prepayment will be made using proceeds from the issuance of Indebtedness permitted under Section 6.2 or from the proceeds of the issuance of, or capital contributions to the, Capital Stock (other than Redeemable Stock not permitted by Section 6.2) of a Credit Party or any Restricted Subsidiary, the Borrowers may make prepayments on Additional Notes from the proceeds of any Disposition of Assets which do not constitute assets subject to the Borrowing Base permitted hereunder and (d) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, any Restricted Payment made in exchange for, or with the net cash proceeds from, the substantially concurrent sale of Capital Sock of the Parent (other than any Redeemable Stock and other than Capital Stock issued or sold to a Subsidiary of the Parent) or a substantially concurrent cash capital contribution received by the Parent from its shareholders, (e) the defeasance, redemption, repurchase, retirement or other acquisition of (i) Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or with the net cash proceeds from, an incurrence of Permitted Refinancing Debt with respect thereto, or (ii) Senior Notes in exchange for, or with the net cash proceeds from, an incurrence of Additional Notes in accordance with Section 6.2(p), (f) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the redemption, repurchase, retirement or other acquisition for value of any Capital Stock of the Parent or any of its Restricted Subsidiaries of the Parent held by employees, former employees,

managers, former managers, consultants or former consultants of the Parent (or any of its Subsidiaries); provided that the aggregate amount of such repurchases and other acquisitions (excluding amounts representing cancellation of Indebtedness) shall not exceed $5,000,000 (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following parenthetical) of $10,000,000 in any calendar year) (in each case plus the amount of net cash and proceeds received by the Parent and its Restricted Subsidiaries (x) in respect of “key - man” life insurance and (y) from the issuance of Capital Stock by the Parent to members of management of the Parent and its Subsidiaries, to the extent that those amounts did not provide the basis for any previous Restricted Payment), (g) so long as no Default or Event of Default has occurred and is continuing and clauses (c) and (d) in the definition of Payment Conditions have been satisfied, and after giving effect to such payment, Availability plus unrestricted cash (subject to a full dominion Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and cash equivalents of the Parent and its Restricted Subsidiaries shall not be less than $25,000,000 (unless such prepayment will be made using proceeds from the issuance of Indebtedness permitted under Section 6.2 or from the proceeds of the issuance of, or capital contributions to the, Capital Stock (other than Redeemable Stock not permitted by Section 6.2) of a Credit Party or any Restricted Subsidiary, payments of dividends on Redeemable Stock issued pursuant to Section 6.2, (h) repurchases of Capital Stock deemed to occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options, (i) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Parent; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this Section 6.6 (as determined in good faith by the board of director of the Parent), (j) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, payments of intercompany subordinated Indebtedness, the incurrence of which was permitted under Section 6.2 (provided, further, that the payment of intercompany subordinated Indebtedness to an Unrestricted Subsidiary, shall be further subject to the condition that, after giving effect to such payment, Availability plus unrestricted cash (subject to a full dominion Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and cash equivalents of the Parent and its Restricted Subsidiaries shall not be less than $25,000,000), (k) any non-Credit Party may make any Restricted Payment to or for the benefit of any Subsidiary of the Credit Parties (and pro rata to any other equity holders, (l) Restricted Payments may be made to effectuate a Permitted Tax Restructuring, and (m) the Parent may make Restricted Payments consisting of Capital Stock in any Unrestricted Subsidiary, whether pursuant to a distribution, dividend or any other transaction not prohibited hereunder.

Section 6.7.Change in Nature of Business.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, engage in any material line of business other than the business conducted or proposed to be conducted by the Borrowers and their Subsidiaries on the Fifth Amendment Effective Date and any business engaged in (1) the business of providing online financial services, (2) the business of originating, arranging, purchasing and collecting consumer and small business loans, and (3) any other activities similar, reasonably related thereto, or ~~to the extent approved by the Administrative Agent in its sole discretion,~~ incidental, complementary or ancillary thereto, or a reasonable extension or expansion thereof.

Section 6.8.Transactions with Affiliates.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, consummate any transaction of any kind with any Affiliate of the Credit Parties, other than (a) arm’s-length transactions

with Affiliates, (b) transactions otherwise permitted hereunder, (c) transactions with Affiliates in the ordinary course of business, (d) licenses or sublicenses of intellectual property rights, (e) sales, conveyances or other transfers of Permitted Securitization Assets, or participations therein, or any related transaction, in connection with any Permitted Receivables Financing otherwise permitted by Section 6.4(f), including related to the provision of services by a Restricted Subsidiary, (f) other transactions with a fair value not in excess of the greater of $~~10,000,000~~20,000,000 and ~~2~~3% of Consolidated Total Assets, (g) any employment agreement or compensation plan or arrangement entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of business of the Parent or such Restricted Subsidiary, (h) transactions exclusively between or among the Parent and/or its Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the this Agreement, (i) any transactions existing or contemplated as of the Effective Date and set forth on Schedule 6.8, (j) reasonable compensation of, and indemnity arrangements in favor of, managers of the Parent and its Restricted Subsidiaries, (k) the issuance or sale of any Capital Stock (other than Redeemable Stock) of a Borrower, (l) the payment of reasonable fees and reimbursement of out-of-pocket expenses to directors of the Parent or any Restricted Subsidiary, (m) compensation (including bonuses) and employee benefit arrangements paid to, indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers, managers, consultants or employees of the Parent or the Subsidiaries in the ordinary course of business, (n) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans, (o) any transaction between or among the Parent or any Restricted Subsidiary and any Affiliate of the Parent or a joint venture or similar entity that would constitute an Affiliate transaction solely because the Parent or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate, joint venture or similar entity and (p) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary.

Section 6.9.Burdensome Agreements.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, enter into any Contractual Obligation that limits the ability of any Guarantor to make Dividends or other Dispositions to a Borrower or to otherwise transfer Property to a Borrower, other than (a) customary or necessary restrictions pursuant to the terms of a Permitted Receivables Financing otherwise permitted by Section 6.4(f), (b) restrictions imposed by applicable law, (c) restrictions imposed by any Credit Document or any agreements evidencing secured Indebtedness permitted by this Agreement, (d) any restrictions imposed by the Senior Notes Documents, (e) restrictions and conditions existing on the Fifth Amendment Effective Date or to any extension, renewal, amendment, modification or replacement thereof, (f) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (g) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Parent or any other Restricted Subsidiary, (h) the Cash Collateral Agreement and (i) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any joint venture and other similar agreements applicable to joint ventures and applicable solely to such joint venture and the Capital Stock issued thereby.

Section 6.10.Amendment of Organization Documents and Fiscal Year.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, amend, modify, or waive any of its rights under any Organization Documents in a manner materially adverse to the Lenders without the consent of the Administrative Agent.  The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, change its fiscal quarters or fiscal year, except (a) as required by the SEC (or other applicable governing body), GAAP or the Parent’s accountants and/or auditors or (b) after providing 15 days prior written notice to the Administrative Agent and provided such change pursuant to this clause (b) does not have the effect of delaying or otherwise curing a Default or an Event of Default that would have otherwise existed.

Section 6.11.Amendment of Subordinated Debt.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, change or amend or accept any waiver or consent with respect to, any document, instrument, or agreement relating to any Subordinated Debt that would result in (a) a material increase in the principal, interest, overdue interest, fees or other amounts payable under any Subordinated Debt (except to the extent such increase would otherwise be permitted under this Agreement), (b) an acceleration in any date fixed for payment or prepayment of principal, interest, fees or other amounts payable under any Subordinated Debt (including, without limitation, as a result of any redemption) to the extent the same would result in an default or event of default under such Subordinated Debt, (c) a change in any of the subordination provisions of any Subordinated Debt in a manner materially adverse to the Lenders, (d) a change in any defined term, covenant, term or provision in any Subordinated Debt which would result in such Subordinated Debt containing a More Restrictive Covenant, or (e) a change in any term or provision of any Subordinated Debt that could reasonably be expected to have a material adverse effect on the interest of the Lenders.

Section 6.12.Amendment of Senior Notes or Additional Notes.

After the Closing Date, the Credit Parties shall not, and shall not permit any Restricted Subsidiary to, change or amend or accept any waiver or consent with respect to, any document, instrument, or agreement relating to the Senior Notes or any Additional Notes that would result in (a) a change in any defined term, covenant, term or provision in the Senior Notes or any Additional Notes which would result in the Senior Notes or such Additional Notes containing a More Restrictive Covenant, or (b) a change in any term or provision of the Senior Notes or any Additional Notes that could reasonably be expected to have a material adverse effect on the interest of the Lenders.

Section 6.13.Guaranties.

The Credit Parties will not, and will not permit any Restricted Subsidiary to, become or be liable in respect of any Guaranty Obligation, except for (i) the Guaranty (including the Joinder Agreements), (ii) guaranties of Indebtedness to extent such Indebtedness is permitted pursuant to Section 6.2 hereof, (iii) guaranties of loans to, or financial commitments or obligations of, its customers or other intended beneficiaries in the ordinary course of business, (iv) guaranties to vendors and suppliers made in the ordinary course of business, (v) any guaranties or indemnities in connection with Permitted Receivables Financings permitted pursuant to the definition thereof and otherwise not prohibited by this Agreement and (vi) additional unsecured guaranties of a Borrower or a Restricted Subsidiary, provided that the aggregate Indebtedness guaranteed by such additional unsecured guaranties at any time shall not exceed the greater of $25,000,000 and 3.5% of Consolidated Total Assets, and provided, further, that within five (~~4~~5) days after the execution of each guaranty by a Borrower or a Restricted Subsidiary for Indebtedness in excess of $15,000,000, such Borrower or Restricted Subsidiary shall provide the Administrative Agent with a copy of such executed guaranty.

Section 6.14.Financial Covenants.

(a)The Parent shall not permit the Fixed Charge Coverage Ratio of the Parent and its Consolidated Subsidiaries to be, on a Consolidated basis, at any fiscal quarter end, less than 1.25 to 1.00.

(b)The Parent shall not permit the Leverage Ratio of the Parent and its Consolidated Subsidiaries to be, on a Consolidated basis, at any fiscal quarter end, more than 3.00 to 1.00.

Article VII EVENTS OF DEFAULT

Section 7.1.Events of Default.

An Event of Default shall exist upon the occurrence of any of the following specified events (each an “Event of Default”):

(a)Payment.  The Borrowers fail to pay when due (i) any principal on any Loan or any LC Obligation or (ii) any interest, fee, expense, reimbursement obligation or any other Obligation due in connection herewith or with any other Credit Document, and such failure with respect to clause (ii) shall have continued for five (5) Business Days after receipt from the Administrative Agent of notice of such failure on any Loan; or

(b)Misrepresentation.  Any representation or warranty made under this Agreement, or any of the other Credit Documents shall (i) with respect to representations and warranties that contain a materiality qualification, prove to be untrue or inaccurate in any respect as of the date on which such representation or warranty is made and (ii) with respect to representations and warranties that do not contain a materiality qualification, prove to be untrue or inaccurate in any material respect as of the date on which such representation or warranty is made; or

(c)Covenant Default.  (i) Any Credit Party or any Restricted Subsidiary fails to perform or observe any term, covenant or agreement contained in any of Section 5.1 (and such failure continues for a period of 5 Business Days following written notice by the Administrative Agent to the Borrowers), Section 5.3(i), Section 5.4(a), Section 5.5 (with respect to maintaining the existence of any Credit Party) Section 5.10, Section 5.19 or Article VI (subject to the Borrowers’ right to use the Equity Cure pursuant to Section 7.3 or the Prepayment Cure pursuant to Section 7.4); or (ii) Any Credit Party or any Restricted Subsidiary shall fail to perform or observe any other term or covenant contained herein or in any of the Credit Documents (other than those specified in Sections 7.1(a) and (b) and Section 7.1(c)(i)), on its part to be performed or observed and such failure shall not be remedied within thirty (30) days following the earlier of (x) written notice by the Administrative Agent to the Borrowers or (y) actual knowledge of such failure by a Responsible Officer of any Borrower; or

(d)Indebtedness Cross-Default.  (i) Any Credit Party or any Restricted Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or any Guaranty Obligation (other than Indebtedness hereunder and Indebtedness under Hedging Agreements) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $10,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of any Guaranty Obligation with respect to such Indebtedness (or a trustee or

agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased or redeemed (automatically or otherwise) or such Guaranty Obligation to become payable; (ii) any Credit Party or any of its Restricted Subsidiaries shall breach or default any payment obligation which exceeds $10,000,000 in amount under any Hedging Agreement that is a Bank Product; or

(e)Bankruptcy Default.  Subject to the proviso below, (i) any Credit Party or any Restricted Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors generally; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its Property, (ii) any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed under any Debtor Relief Law without the application or consent of the Credit Parties or any Restricted Subsidiary, or any proceeding under any Debtor Relief Law relating to any Credit Party or any Restricted Subsidiary, or to all or any material part of its Property, is instituted without the consent of such Person, and such appointment or proceeding shall remain undismissed and unstayed for a period of 60 consecutive days, (iii) any Credit Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (iv) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the Property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy; provided, however, that any of the foregoing events, circumstances or occurrences which relate to an Immaterial Subsidiary shall not result in an Event of Default under this (e); or

(f)Judgment Default.  There is entered against any Credit Party or any Restricted Subsidiary (other than an Immaterial Subsidiary) a final judgment or order for the payment of money in an aggregate amount exceeding $10,000,000 (to the extent not covered by indemnities or insurance as to which the indemnitor or insurer has not denied coverage within 180 days of notification of the potential claim), and such judgment shall not be vacated, satisfied, discharged, bonded pending appeal or stayed (with sufficient reserves having been set aside by the Borrowers or such Restricted Subsidiary to pay such judgment) within 60 days from the entry thereof; or

(g)ERISA Default.  The occurrence of any of the following which causes a Material Adverse Effect to exist: (i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) a Single Employer Plan shall be in “at risk” status within the meaning of Code Section 430(i) or a Multiemployer Plan shall be in “endangered status” or “critical status” within the meaning of Section 432(b) of the Code or any Lien in favor of the PBGC or a Plan (other than a Permitted Lien) shall arise on the assets of the Credit Parties or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee could reasonably be expected to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA or (v) a Credit Party, any of its Restricted Subsidiaries or any Commonly Controlled Entity could reasonably be expected to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, any Multiemployer Plan; or

(h)Change of Control.  There shall occur a Change of Control; or

(i)Invalidity of Guaranty.  At any time after the execution and delivery thereof, the Guaranty, for any reason other than the satisfaction in full of all Obligations or otherwise as permitted hereunder, shall cease to be in full force and effect (other than in accordance with its terms) in all

material respects or shall be declared to be null and void in writing by a Credit Party, or any Credit Party shall contest in writing in any material respect the validity, enforceability, perfection or priority of the Guaranty, any material Credit Document relating to the Lender security interests, or any Lien granted thereunder in a material portion of the Collateral or deny in writing that it has any further liability, including with respect to future advances by the Lenders, under any material Credit Document to which it is a party; or

(j)Invalidity of Credit Documents.  Any material Credit Document shall fail, for any reason other than the satisfaction in full of all Obligations or otherwise as permitted hereunder to be in full force and effect in all material respects or shall fail in any material respect to give the Administrative Agent and/or the Lenders the security interests, liens, rights, powers, priority and privileges purported to be created thereby (except as such documents may be terminated or no longer in force and effect in accordance with the terms thereof, other than those indemnities and provisions which by their terms shall survive).

Section 7.2.Acceleration; Remedies.

Upon the occurrence and during the continuance of an Event of Default, then, and in any such event, (a) if such event is a Bankruptcy Event, automatically the Commitments shall immediately terminate and any obligation of the LC Issuer to make an Extension of Credit shall automatically terminate, and the Loans (with accrued interest thereon), and all other amounts under the Credit Documents shall immediately become due and payable, and the obligation of the Borrowers to Cash Collateralize the LC Obligations shall automatically become effective and (b) if such event is any other Event of Default, any or all of the following actions may be taken: (i) the Administrative Agent may, and, upon the written request of the Required Lenders, the Administrative Agent shall declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; (ii) the Administrative Agent may, and, upon the written request of the Required Lenders, the Administrative Agent shall, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the Notes to be due and payable forthwith, whereupon the same shall immediately become due and payable; (iii) the Administrative Agent may, and, with the written consent of the Required Lenders, the Administrative Agent may require that the Borrowers Cash Collateralize the LC Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) and/or (iv) the Administrative Agent may, and, upon the written request of the Required Lenders, the Administrative Agent shall, exercise such other rights and remedies as provided under the Credit Documents and under applicable law.

Section 7.3.Equity Cure.

(a)Right to Cure Financial Covenants.  (i) Notwithstanding anything to the contrary contained in Section 7.1 or 7.2, if the Borrowers fail to comply with the requirements of the covenants set forth in Section 6.14 (the “Financial Covenants”), then until the 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter under Section 5.1(a) or Section 5.1(b) (the “Cure Period”), the Borrowers shall have the right (the “Cure Right”) to give written notice (the “Cure Notice”) to the Administrative Agent of its intent to issue Capital Stock (that is not Redeemable Stock) for cash or otherwise receive cash capital contributions in respect of Capital Stock in an amount that, if added to EBITDA for the relevant testing period, would have been sufficient to cause compliance with the Financial Covenants for such period (an “Equity Cure”) (for the avoidance of doubt, nothing in this Section 7.3 shall prevent the Borrowers from issuing Capital Stock for cash in an aggregate amount in excess of the amount sufficient to cause compliance with the Financial Covenants) (the “Specified Equity Contribution”); provided that:

(i)the Borrowers shall not be entitled to exercise the Equity Cure any more than four times prior to the Maturity Date and in each four consecutive fiscal quarters, there shall be a period of at least two fiscal quarters in which no Equity Cure shall have been made;

(ii)if after the exercise of the Cure Right, the recalculation of the Financial Covenants are such that the Parent and its Subsidiaries (including its Restricted Subsidiaries) are in compliance with the Financial Covenants, then, no Default or Event of Default shall be deemed to exist pursuant to the Financial Covenants (and any such Default or Event of Default shall be retroactively considered not to have existed or occurred); provided, that, it is understood and agreed that the Administrative Agent and the Lenders will not be permitted to take any enforcement actions or engage in any other remedies during the Cure Period due solely to a breach of the Financial Covenants.  If the Equity Cure is not consummated within 10 Business Days after the date on which financial statements are required to be delivered with respect to applicable fiscal quarter under Section 5.1(a) or Section 5.1(b), each such Default or Event of Default shall be deemed reinstated;

(iii)the cash amount received by a Borrower pursuant to exercise of the right to make an Equity Cure shall be added to EBITDA for the last quarter of the immediately preceding testing period solely for purposes of recalculating compliance with the Financial Covenants for such period and of calculating the Financial Covenants as of the end of the next three following periods; provided, however, for the avoidance of doubt, such cash amount shall not be netted pursuant to clause (b) of the definition of Adjusted Funded Debt with respect to the fiscal quarter for which such Equity Cure is made.  The Equity Cure shall not be taken into account for purposes of calculating the Financial Covenants, or any other financial ratio, in order to determine ~~pro forma compliance~~Pro Forma Compliance with the Financial Covenants, or any other financial ratio, for purposes of the incurrence of any Indebtedness or the undertaking of any Permitted Acquisition, or for purposes of calculating any baskets or compliance with any other covenants or for any other purpose hereunder; and

(iv)for purposes of determining compliance with the Financial Covenants, the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrowers to be in ~~pro forma compliance~~Pro Forma Compliance with the Financial Covenants.

Section 7.4.Prepayment Cure.

Notwithstanding anything to the contrary in Sections 7.1 or 7.2, if the Borrowers fail to comply with the requirements of any of the Financial Covenants, then until the 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter under Section 5.1(a) or Section 5.1(b) (the “Prepayment Cure Period”), the Borrowers shall have the right to give written notice to the Administrative Agent of their intent to prepay all outstanding amounts under the Revolving Loans and Swingline Loans and Cash Collateralize all outstanding LC Obligations (the “Prepayment Cure”).  After the exercise of the Prepayment Cure, (i) no Default or Event of Default shall be deemed to exist pursuant to the Financial Covenants (and any such Default or Event of Default shall be retroactively considered not to have existed or occurred) and the Credit Parties and their Restricted Subsidiaries shall be deemed to be in compliance with the Financial Covenants and (ii) the Borrowers shall not request any Extension of Credit until the Borrowers have delivered to the Administrative Agent a Compliance Certificate demonstrating compliance with the Financial Covenants.  It is understood and agreed that the Administrative Agent and the Lenders will not be permitted to take any enforcement actions or engage in any other remedies during the Prepayment Cure Period due solely to a breach of the Financial Covenants.  If the Prepayment Cure is not consummated within 10 Business

Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter under Section 5.1(a) or Section 5.1(b), each such Default or Event of Default shall be deemed reinstated.

Article VIII THE ADMINISTRATIVE AGENT

Section 8.1.Appointment and Authority.

Each of the Lenders hereby irrevocably appoints TBK Bank, SSB to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrowers nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions.

Section 8.2.Nature of Duties.

Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers or other agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender, an LC Issuer or the Swingline Lender hereunder.  Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender.  Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities as Administrative Agent.

Section 8.3.Exculpatory Provisions.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents.  Without limiting the generality of the foregoing, the Administrative Agent:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents), provided that the Administrative Agent shall not be required to take any

action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable law; and

(c)shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.1 and Section 7.2) or (ii) in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 8.4.Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 8.5.Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received written notice from a Lender or the Borrower Representative referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.  In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders.  The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided, however, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders except to the extent that this

Agreement expressly requires that such action be taken, or not taken, only with the consent or upon the authorization of the Required Lenders, or all of the Lenders, as the case may be.

Section 8.6.Non-Reliance on Administrative Agent and Other Lenders.

Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representation or warranty to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of any Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender.  Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

Section 8.7.Indemnification.

The Lenders agree to indemnify the Administrative Agent, the Revolving Lenders, the LC Issuer and the Swingline Lender in its capacity hereunder and their Affiliates and their respective officers, directors, agents and employees (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective Revolving Commitment Percentages in effect on the date on which indemnification is sought under this Section, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, incurred by or asserted against any such indemnitee in any way relating to or arising out of any Credit Document or any documents contemplated by or referred to herein or therein or the Transactions or any action taken or omitted by any such indemnitee under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from such indemnitee’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction.  The agreements in this Section shall survive the termination of this Agreement and payment of the Notes and all other amounts payable hereunder.

Section 8.8.Administrative Agent in Its Individual Capacity.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Credit Parties or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 8.9.Successor Administrative Agent.

The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the prior written consent of the Borrowers if Payment Event of Default or Bankruptcy Event then exists (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States (in each case, other than a Disqualified Institution).  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that, if the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this paragraph).  The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor.  After the retiring Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by TBK Bank, SSB, as Administrative Agent pursuant to this Section shall also constitute its resignation as Revolving Lender, LC Issuer and Swingline Lender.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Revolving Lender, LC Issuer and Swingline Lender, and (b) the retiring Revolving Lender, LC Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents.

Section 8.10.Guaranty and Collateral Matters.

(a)The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent to, and the Administrative Agent shall, automatically release any Guarantor from its obligations under the applicable Guaranty upon the payment in full of the Obligations or if such Person ceases to be a Credit Party or a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of an action or transaction permitted hereunder.  In connection with such release, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such release.  Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section.

(b)Upon the sale, lease, transfer or other disposition of any item of Collateral (including, without limitation, for the avoidance of doubt, any Permitted Securitization Assets pursuant to a Permitted Receivables ~~Facility~~Financing permitted hereunder) of any Credit Party or a Restricted Subsidiary (including, without limitation, as a result of the sale, in accordance with the terms of the Credit Documents, of a Credit Party or Restricted Subsidiary that owns such Collateral but excluding Dispositions among Credit Parties) in accordance with the terms of the Credit Documents, the security interest created in such item of Collateral under the Credit Documents shall be automatically released and the Administrative Agent will, at the Borrowers’ expense, execute and deliver to such Credit Party such documents as such Credit Party or Restricted Subsidiary may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Credit Documents in accordance with the terms of the Credit Documents and, if applicable, the release of such Credit Party or Restricted Subsidiary from its obligations under the Guaranty and the Security Agreement.  Upon the payment in full in cash of the Obligations, the Administrative Agent shall take such action as may be reasonably required by the Borrowers, at the expense of the Borrowers, to release the Liens and the Guaranty created by the Credit Documents.

Section 8.11.Bank Products.

No Bank Product Provider that obtains the benefits of Sections 2.11 and 7.2 or of any Guaranty shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Credit Document.  The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Bank Products unless the Administrative Agent has received written notice (including, without limitation, a Bank Product Provider Notice) of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Bank Product Provider.

Section 8.12. Erroneous Payments

If all or any part of any distribution by or on behalf of the Administrative Agent to any Lender or other recipient of distributions under this Agreement is determined by the Administrative Agent in its sole discretion to have been made in error, whether known to the recipient or not, or if such Lender or other recipient is not otherwise entitled to receive such distribution under the provisions of this Agreement at such time and in such amount from the Administrative Agent as determined by the Administrative Agent in its sole discretion (any such distribution, an “Erroneous Distribution”), then the relevant Lender or other recipient shall forthwith on demand repay to the Administrative Agent an amount equal to such Erroneous Distribution made to such Lender or other recipient in same day funds, together with interest thereon in respect of each day from and including the date such amount was made available by or on behalf of the Administrative Agent to such Lender or other recipient to the date such amount is repaid to the Administrative Agent in same day funds at a rate equal to the Federal Funds Rate.  Each Lender that fails to return such amounts to the Administrative Agent within three (3) Business Days after receipt of such notice shall be a Defaulting Lender for all purposes under this Agreement. Each Lender and other recipient of distributions hereunder hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or other recipient of distributions under this Agreement or any other Loan Document against any amount due to the Administrative Agent.  Any determination by the Administrative Agent that all or a portion of any distribution was an Erroneous Distribution shall be conclusive absent manifest error.  Each Lender and other recipient of distributions hereunder irrevocably waives any claim of discharge for value and any other claim of entitlement to, or in respect of, any Erroneous Distribution.

Article IX MISCELLANEOUS

Section 9.1.Amendments, Waivers and Consents.

Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof, may be amended, modified, extended, restated, replaced, or supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section.  The Required Lenders may or, with the consent of the Required Lenders, the Administrative Agent may, from time to time, enter into with the Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the terms or provisions hereof or thereof or the rights of the Lenders or of the Borrowers hereunder or thereunder or (a) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:

(i)reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (it being understood that any change in the definition of any ratio used in the calculation of such rate of interest or fees (or the component definitions) shall not constitute a reduction in any rate of interest or fees) (except in connection with a waiver of interest at the Default Rate which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof (in each case, other than extensions for administrative convenience as agreed by the ~~Revolving~~Administrative Agent) or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby (but not the consent of the Required Lenders) and the Borrowers; provided that it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.6(b), nor any amendment of Section 2.6(b), the definition of Disposition or any waiver of any condition precedent or Default or Event of Default shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Loan or Note and (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment; or

(ii)amend, modify or waive any provision of Section 4.2 without the written consent of all the Lenders and the Borrowers; or

(iii)except in accordance with the terms of this Agreement, release the Borrowers or all or substantially all of the value of the Guaranty or the Collateral, respectively, without the written consent of all of the Lenders and Bank Product Providers that have previously provided a Bank Product Provider Notice to the Administrative Agent pursuant to the terms hereof and the Borrowers; or

(iv)subordinate (1) the Loans to any other Indebtedness or (2) the Liens granted to secure the payment of the Obligations to any other Liens, in each case, without the written consent of all of the Lenders and the Borrowers; or

(v)change the definition of “Restricted Payments” without the written consent of all the Lenders and the Borrowers; or

(vi)permit the Borrowers to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders and the Borrowers; or

(vii)change any provision of this Section 9.1 or the definition of “Required Lenders” or any other provision of this Agreement specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights pursuant to this Agreement or make any determination or grant any consent pursuant to this Agreement, without the written consent of all the Lenders and the Borrowers; or

(viii)without the consent of Lenders holding at least a majority of the outstanding Revolving Commitments and the Borrowers, waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or

(ix)amend, modify or waive (A) the order in which Obligations are paid or (B) the pro rata sharing of payments by and among the Lenders, in each case in accordance with Section 2.10(b) or 9.7(b) without the written consent of each Lender and each Bank Product Provider directly affected thereby (but not the consent of the Required Lenders) and the Borrowers; or

(x)amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent and the Borrowers; or

(xi)amend or modify the definition of Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Bank Product Provider directly affected thereby (but not the consent of the Required Lenders) and the Borrowers; or

(xii)amend the definitions of “Hedging Agreement,” “Bank Product,” or “Bank Product Provider” without the consent of any Bank Product Provider that would be adversely affected thereby (but not the consent of the Required Lenders) and the Borrowers; or

(xiii)the consent of only the Revolving Lenders under the Revolving Facility holding at least 66-2/3% of the Revolving Commitments and outstanding exposure under the Revolving Commitments and the Borrowers will be required for amendments and waivers consummated to (i) increase advance rates in the Borrowing Base and (ii) otherwise change the definition of “Borrowing Base” and the component definitions thereof to the extent the effect of such amendment would increase the Availability hereunder;

provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Revolving Lenders, the LC Issuer or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Revolving Lenders, the LC Issuer and/or the Swingline Lender, as applicable, in addition to the Borrowers and Lenders required ~~hereinabove~~herein above to take such action.

Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Notes.  In the case of any waiver, the Borrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Notes and other Credit

Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right as a consequence of any subsequent or other Default or Event of Default.

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein, (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or Insolvency Proceeding and (c) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (i) that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (ii) to the extent such amendment, waiver or consent impacts such Defaulting Lender in an adverse manner more than the other Lenders.

For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 9.1, this Agreement may be amended (or amended and restated) with the written consent of the Parent and the Administrative Agent in accordance with Section 2.19 and Section 2.21.

Section 9.2.Notices.

(a)Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by electronic mail transmission, hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:

(i)If to the Borrowers or any other Credit Party: Enova International, Inc.

175 West Jackson, Suite 1000 Chicago, Illinois 60604 Attention: ~~Lisa Young~~Sean Rahilly, General Counsel Telephone: (312) 568-4200 Fax: (312) 962-4931 Email: contracts@enova.com with a copy to: Enova International, Inc. 175 West Jackson, Suite 1000 Chicago, Illinois 60604 Attention: Steve Cunningham, Chief Financial Officer Telephone: (312) 568-4200 Fax: (312) 962-4931 Email: scunningham@enova.com

with a copy to:

~~Kirkland & Ellis~~Paul Hastings LLP ~~300 N LaSalle~~ 71 S Wacker Drive 45^th^ Floor Chicago, IL ~~60652~~60606 Attention: ~~Louis Hernandez and Evan Palenschat~~Holly Snow Telephone: ~~312-862-3200~~312-499-6000 Fax: ~~312-862-2200~~312-499-6100 Email: ~~louis.hernandez@kirkland.com,~~ ~~evan.palenschat@kirkland~~hollysnow@paulhastings.com

(ii)If to the Administrative Agent:

TBK Bank, SSB, as Administrative Agent 3 Park Central Suite 1700 12700 Park Central Drive Dallas, Texas 75251 Attn: ~~James B. Allin~~ John Hanley Email: ~~jallin@triumphcf~~jhanley@tbkbank.com

with a copy to:

Dorsey & Whitney LLP 300 Crescent Court, Suite 400 Dallas, TX 75201 Attn: Larry A. Makel, Esq. Email: makel.larry@dorsey.com

(iii)If to a Lender to it at its address (or telecopier number) set forth on the signature page to the ~~Second~~Fifth Amendment or otherwise as set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b)Electronic Communications.  Notices and other communications to the Lenders, the Revolving Lenders, the LC Issuer and the Swingline Lender hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender, any LC Issuer or the Swingline Lender pursuant to Article II if such Lender, LC Issuer or the Swingline Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent or the Borrowers may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that, if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)Change of Address, Etc.  Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.

(d)Platform.

(i)Each Credit Party agrees that the Administrative Agent may make the Communications (as defined below) available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”).

(ii)The Platform is provided “as is” and “as available.”  The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications effected thereby (the “Communications”).  No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform.  In no event shall the Administrative Agent or any of its affiliates or any of their respective officers, directors, employees, agents, advisors or representatives (collectively, “Agent Parties”) have any liability to the Credit Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Platform.

Section 9.3.No Waiver; Cumulative Remedies.

No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Section 9.4.Survival of Representations and Warranties.

All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the Notes and the making of the Loans; provided that all such representations and warranties shall terminate on the date upon which the Commitments have been terminated and all Obligations have been paid in full.

Section 9.5.Payment of Expenses and Taxes; Indemnity.

(a)Costs and Expenses.  The Credit Parties shall, within 15 Business Days after prior written demand, pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the other Lenders and each of their Affiliates (including the reasonable and documented fees, charges and disbursements of outside counsel for the Administrative Agent and the other Lenders) in connection with the syndication, preparation, due diligence, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions shall be consummated) and (ii) all reasonable and documented expenses incurred by the Swingline Lender in connection with the issuance, amendment, renewal or extension of any Swingline Loan or any demand

for payment thereunder; provided, however, that, in the case of the Fifth Amendment, the Credit Parties’ reimbursement obligations hereunder shall be limited to one legal counsel for the Lenders taken as a whole.  The Borrowers shall pay all reasonable and documented expenses incurred by the Administrative Agent, any Lender, the LC Issuer or the Swingline Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender, the LC Issuer and the Swingline Lender) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Credit Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued, hereunder, including all such documented expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b)Indemnification by the Credit Parties.  The Credit Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each LC Issuer and the Swingline Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all costs (including settlement costs), actual losses, claims, penalties, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of a single outside counsel) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Materials of Environmental Concern on or from any Property owned, leased or operated by any Credit Party or any of its Subsidiaries, or any liability under Environmental Law related in any way to any Credit Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Borrower or any other Credit Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties, (y) are related to any dispute among Indemnitees that does not involve an act or omission by the Parent or any Restricted Subsidiary or (z) are the result of material breach of any of the Credit Documents by such Indemnitee or its Related Parties.  This paragraph (b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

(c)Reimbursement by Lenders.  To the extent that the Credit Parties for any reason fail to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Revolving Lenders, the LC Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Revolving Lenders, the LC Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Revolving Lender, any LC Issuer, the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), Revolving Lenders, LC Issuer or Swingline Lender in connection with such capacity.

(d)Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable Law, none of the parties hereto shall assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof.

(e)Payments.  All amounts due under this Section shall be payable promptly, and not later than then fifteen (15) Business Days after demand therefor.

(f)Survival.  The agreements contained in this Section shall survive the resignation of the Administrative Agent, the LC Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of the Obligations.

Section 9.6.Successors and Assigns; Participations.

(a)Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither a Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders.  Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than

$5,000,000, (provided, however, that simultaneous assignments shall be aggregated in respect of a Lender and its Approved Funds), unless the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed).

(ii)Proportionate Amounts.  Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

(iii)Required Consents.  No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition:

(A)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender;

(B)the consent of each LC Issuer and the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Revolving Commitment; and

(C)so long as no Payment Event of Default or Bankruptcy Event exists, the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Revolving Commitment or any Loans if such assignment is to a Person that is not a Lender with a Commitment in respect of such facility, an Affiliate of such Lender under common control with such Lender or an Approved Fund with respect to such Lender.

(D)The Administrative Agent will provide to the Borrowers notice five (5) business days prior to each assignment that occurs hereunder.  The Borrowers shall have the option, in their sole discretion, to remove any assignee within the first 30 days after such assignment, by paying in full at par all Revolving Loans owed to such assignee Lender, together with accrued and unpaid interest and fees, and terminating such Lender’s commitment, and Cash Collateralizing such Lender’s pro rata share of all outstanding LC Obligations at such time.

(iv)Assignment and Assumption.  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (A) only one (1) such fee shall be payable in respect of simultaneous assignments by a Lender and its Approved Funds) and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.  The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)No Assignment to Certain Persons.  No such assignment shall be made to (A) any Credit Party or any Credit Party’s Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(vi)No Assignment to Natural Persons.  No such assignment shall be made to a natural person.

(vii)Certain Additional Payments.  In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower Representative and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Swingline Loans in accordance with its Applicable Percentage.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 8.7 and 9.5 with respect to facts and circumstances occurring prior to the effective date of such assignment.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

(c)Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in New York, New York a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that a Lender shall only be entitled to inspect its own entry in the Register and not that of any other Lender.  In addition, the Administrative Agent shall maintain on the Register information regarding the designation and revocation of designation, of any Lender as a Defaulting Lender.

(d)Participations.  Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a Disqualified Institution or any Credit Party or any Credit Party’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the

other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders, the LC Issuer and the Swingline Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 8.7 and 9.5(c) with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver requiring the approval of 100% of the Lenders.  Subject to paragraph (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.13 and 2.15 (subject to the requirements and limitations therein, including the requirements under Section 2.15(f) (it being understood that the documentation required under Section 2.15(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided such Participant agrees to be subject to Sections 2.13 and 2.15 as if it were a Lender.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.7 as though it were a Lender, provided such Participant agrees to be subject to Section 2.10 as though it were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”) provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit, or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such Loans or other obligations are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(e)Limitations upon Participant Rights.  A Participant shall not be entitled to receive any greater payment under Sections 2.13 and 2.15, with respect to any participation, than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent that such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

(f)Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 9.7.Right of Set-off; Sharing of Payments.

(a)If a Specified Event of Default shall have occurred and be continuing, each Lender, each LC Issuer, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the LC Issuer, the Swingline Lender or any such Affiliate to or for the credit or the account of a Borrower or any other

Credit Party against any and all of the obligations of such Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender, the LC Issuer or the Swingline Lender, irrespective of whether or not such Lender, LC Issuer or the Swingline Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of such Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender, LC Issuer or the Swingline Lender different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held for the benefit of the Administrative Agent and the Lenders, and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  The rights of each Lender, LC Issuer, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, LC Issuer, the Swingline Lender or their respective Affiliates may have.  Each Lender, LC Issuer and the Swingline Lender agrees to notify the Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

(b)If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(A)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(B)the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to any Credit Party or any Subsidiary thereof (as to which the provisions of this paragraph shall apply) or (z) (1) any amounts applied by the Swingline Lender to outstanding Swingline Loans or the LC Issuer to outstanding Letters of Credit and (2) any amounts received by the Swingline Lender, any LC Issuer or any Revolving Lender to secure the obligations of a Defaulting Lender to fund risk participations hereunder.

(c)Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Credit Party in the amount of such participation.

Section 9.8.Table of Contents and Section Headings.

The table of contents and the Section and subsection headings herein are intended for convenience only and shall be ignored in construing this Agreement.

Section 9.9.Counterparts; Effectiveness; Electronic Execution.

(a)Counterparts; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Except as provided in Section 4.1, this Agreement shall become effective when it shall have been executed by the Borrowers, the Guarantors, the Lenders and the Administrative Agent and the Administrative Agent shall have received copies hereof (telefaxed or otherwise), and thereafter this Agreement shall be binding upon and inure to the benefit of the Borrowers, the Guarantors, the Administrative Agent and each Lender and their respective successors and permitted assigns.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or email shall be effective as delivery of a manually executed counterpart of this Agreement.

(b)Electronic Execution of Assignments.  The words “execution,” “signed,” “signature,” and words of like import in any Credit Document (including any Assignment and Assumption) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 9.10.Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 9.11.Integration.

This Agreement and the other Credit Documents represent the agreement of the Borrowers, the other Credit Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, the Borrowers, the other Credit Parties, or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or therein.

Section 9.12.Governing Law.

This Agreement and the other Credit Documents, and any claims, controversy or dispute arising out of or relating to this Agreement or any other Credit Document (in each case except, as to any other Credit Document, as expressly set forth therein), shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 9.13.Consent to Jurisdiction; Service of Process and Venue.

(a)Consent to Jurisdiction.  Each party hereto irrevocably and unconditionally submits, for itself and its Property, to the exclusive jurisdiction of the courts of the State of New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York sitting State court or, to the fullest extent permitted by applicable law, in such federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b)Service of Process.  Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.2.  Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

(c)Venue.  Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section 9.14.Confidentiality.

Each of the Administrative Agent, the Lenders, the LC Issuer and the Swingline Lender agrees, severally and neither jointly nor jointly and severally, to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential with the same protections that such Person keeps its own confidential information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (provided that the Administrative Agent agrees to notify the Borrowers of any such disclosure to the extent permitted by applicable Law), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (provided that the Administrative Agent agrees to notify the Borrowers of any such disclosure to the extent permitted by applicable Law), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder, under any other Credit Document or Bank Product or any action or proceeding relating to this Agreement, any other Credit Document or Bank Product or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) (i) any actual or prospective party (or its partners, directors, officers, employees, managers, administrators, trustees, agents, advisors or other representatives) to any swap or derivative or similar transaction under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder, (ii) an investor or prospective investor in securities issued by an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (iii) a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or (iv) a nationally recognized rating

agency that requires access to information regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued in respect of securities issued by an Approved Fund (in each case, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (h) with the consent of the Borrower Representative or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or other duty of confidentiality owed to the Credit Parties or their Subsidiaries or (y) becomes available to the Administrative Agent, any Lender, any LC Issuer, the Swingline Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers other than a breach of this Agreement.  The duty of confidentiality required by the Administrative Agent, the Lenders, the LC Issuer, and the Swingline Lender under this Section 9.14 shall survive for 1 year following the earlier to occur of (I) such Administrative Agent, Lender, LC Issuer, or Swingline Lender, as the case may be, ceasing to be a party to this Agreement and (II) the termination of this Agreement.

For purposes of this Section, “Information” shall mean all information received from any Credit Party or any of its Subsidiaries relating to any Credit Party or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender, any LC Issuer or the Swingline Lender on a nonconfidential basis prior to disclosure by any Credit Party or any of its Subsidiaries; provided that, in the case of information received from any Credit Party or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 9.15.Acknowledgments.

The Borrowers and the other Credit Parties each hereby acknowledges that:

(a)it has been advised by counsel in the negotiation, execution and delivery of each Credit Document;

(b)neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrowers (other than with respect to the keeping of the Register) or any other Credit Party arising out of or in connection with this Agreement and the relationship between the Administrative Agent and the Lenders, on one hand, and the Borrowers and the other Credit Parties, on the other hand, in connection herewith is solely that of creditor and debtor; and

(c)no joint venture exists among the Lenders and the Administrative Agent or among the Borrowers, the Administrative Agent or the other Credit Parties and the Lenders.

Section 9.16.Waivers of Jury Trial; Waiver of Consequential Damages.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,

SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9.17.Patriot Act Notice.

Each Lender and the Administrative Agent (for itself and not on behalf of any other party) hereby notifies the Borrowers that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrowers and the other Credit Parties, which information includes the name and address of the Borrowers and the other Credit Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrowers and the other Credit Parties in accordance with the Patriot Act.

Section 9.18.Resolution of Drafting Ambiguities.

Each Credit Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of this Agreement and the other Credit Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

Section 9.19.Subordination of Intercompany Debt.

Each Credit Party agrees that all intercompany Indebtedness among Credit Parties (the “Intercompany Debt”) shall be unsecured and subordinated in right of payment, to the prior payment in full of all Obligations.  Notwithstanding any provision of this Credit Agreement to the contrary, provided that no Payment Event of Default or Bankruptcy Event has occurred and is continuing, Credit Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Credit Agreement; provided that, in the event of and during the continuation of any Payment Event of Default or Bankruptcy Event, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt without the prior written consent of the Administrative Agent.  In the event that any Credit Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section, such payment shall be held by such Credit Party, for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Section 9.20.Continuing Agreement.

This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Obligations (other than those obligations that expressly survive the termination of this Credit Agreement) have been paid in full and all Commitments have been terminated.  Upon termination, the Credit Parties shall have no further obligations (other than those obligations that expressly survive the termination of this Credit Agreement) under the Credit Documents; provided that should any payment, in whole or in part, of the Obligations be rescinded or otherwise required to be restored or returned by the Administrative Agent or any Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, then the Credit Documents shall automatically be reinstated and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative Agent or any Lender in connection therewith shall be deemed included as part of the Obligations.

Section 9.21.[Reserved.]

Section 9.22.Press Releases and Related Matters.

The Credit Parties and their Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name of Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Credit Documents without the prior written consent of such Person, unless (and only to the extent that) the Credit Parties or such Affiliate is required to do so, or deems it reasonably necessary or appropriate to do so, under law and then, in any event, the Credit Parties or such Affiliate will consult with such Person before issuing such press release or other public disclosure.  The Credit Parties consent to the publication by Administrative Agent or any Lender of customary advertising material relating to the Transactions using the name, product photographs, logo or trademark of the Credit Parties (subject to reasonable quality control standards and prior approval by such Credit Parties).  Notwithstanding the foregoing, nothing contained in this Section 9.22 shall limit or restrict the right of the Borrowers or any other Credit Party to make any public disclosure or name the Administrative Agent or any Lender or any of their respective Affiliates as may be required under the Exchange Act, in each case without any notice to or consultation with the Administrative Agent or any Lender.

Section 9.23.Appointment of Borrower Representative.

Each Borrower hereby irrevocably appoints Parent as the borrowing agent and attorney-in-fact for all Borrowers (the “Borrower Representative”) which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Borrower Representative.  Each Borrower hereby irrevocably appoints and authorizes the Borrower Representative (a) to provide the Administrative Agent with all notices with respect to Revolving Loans, Letters of Credit and Swingline Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Credit Documents (and any notice or instruction provided by Borrower Representative shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from the Lenders (and any notice or instruction provided by any Lender to the Borrower Representative in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as the Borrower Representative deems appropriate on its behalf to obtain Revolving Loans, Letters of Credit and Swingline Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement.

Section 9.24.No Advisory or Fiduciary Responsibility.

In connection with all aspects of each Transaction, each of the Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document) are an arm’s-length commercial transaction between the Credit Parties and their Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, and the Credit Parties are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the Transactions and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); (b) in connection with the process leading to such transaction, the Administrative Agent and each Lender each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any Credit Party or any of their Affiliates, stockholders, creditors or employees or any other Person; (c) neither the Administrative Agent nor any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Credit Party with respect to any of the Transactions or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any

other Credit Document (irrespective of whether the Administrative Agent or any Lender has advised or is currently advising any Credit Party or any of its Affiliates on other matters) and neither the Administrative Agent nor any Lender has any obligation to any Credit Party or any of their Affiliates with respect to the Transactions except those obligations expressly set forth herein and in the other Credit Documents; (d) the Administrative Agent and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Parties and their Affiliates, and neither the Administrative Agent nor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the Transactions (including any amendment, waiver or other modification hereof or of any other Credit Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.  Each of the Credit Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent or any Lender with respect to any breach or alleged breach of agency or fiduciary duty.

Section 9.25.Responsible Officers and Authorized Officers.

The Administrative Agent and each of the Lenders are authorized to rely upon the continuing authority of the Responsible Officers with respect to all matters pertaining to the Credit Documents including, but not limited to, the selection of interest rates, the submission of requests for Extensions of Credit and certificates with regard thereto.  Such authorization may be changed only upon written notice to Administrative Agent accompanied by evidence, reasonably satisfactory to Administrative Agent, of the authority of the Person giving such notice.

Section 9.26.Entire Agreement.

THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

Article X GUARANTY

Section 10.1.The Guaranty.

In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Obligations.  If any or all of the Obligations becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such Obligations to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable and documented out-of-pocket expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Obligations.  The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection.

Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

Section 10.2.Bankruptcy.

Additionally, each of the Guarantors unconditionally and irrevocably guarantees jointly and severally the payment of any and all Obligations of the Borrowers to the Lenders and any Bank Product Provider whether or not due or payable by the Borrowers upon the occurrence of any Bankruptcy Event and unconditionally promises to pay such Obligations to the Administrative Agent for the account of the Lenders and to any such Bank Product Provider, or order, on demand, in lawful money of the United States.  Each of the Guarantors further agrees that to the extent that a Borrower or a Guarantor shall make a payment or a transfer of an interest in any Property to the Administrative Agent, any Lender or any Bank Product Provider, which payment or transfer or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, or otherwise is avoided, and/or required to be repaid to a Borrower or a Guarantor, the estate of a Borrower or a Guarantor, a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such avoidance or repayment, the obligation or part thereof intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made.

Section 10.3.Nature of Liability.

The liability of each Guarantor hereunder is exclusive and independent of any other guaranty of the Obligations of the Borrowers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Obligations of the Borrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowers, or (e) any payment made to the Administrative Agent, the Lenders or any Bank Product Provider on the Obligations which the Administrative Agent, such Lenders or such Bank Product Provider repay the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Section 10.4.Independent Obligation.

The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrowers, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor or the Borrowers and whether or not any other Guarantor or a Borrower is joined in any such action or actions.

Section 10.5.Authorization.

Each of the Guarantors authorizes the Administrative Agent, each Lender and each Bank Product Provider without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise

change the terms of the Obligations or any part thereof in accordance with this Agreement and any Bank Product, as applicable, including any increase or decrease of the rate of interest thereon and (b) release or substitute any one or more endorsers, Guarantors, the Borrowers or other obligors.

Section 10.6.Reliance.

It is not necessary for the Administrative Agent, the Lenders or any Bank Product Provider to inquire into the capacity or powers of the Borrowers or the officers, directors, members, partners or agents acting or purporting to act on their behalf, and any Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

Section 10.7.Waiver.

(a)Each of the Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to require the Administrative Agent, any Lender or any Bank Product Provider to (i) proceed against a Borrower, any other guarantor or any other party or (ii) pursue any other remedy of the Administrative Agent, any Lender or any Bank Product Provider.  Each of the Guarantors waives any defense based on or arising out of any defense of a Borrower, any other guarantor or any other party other than payment in full of all Obligations outstanding (other than contingent indemnification obligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and circumstances), including, without limitation, any defense based on or arising out of the disability of a Borrower, any other guarantor or any other party, or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of a Borrower other than payment in full of all Obligations outstanding (other than contingent indemnification obligations).  The Administrative Agent may, at its election, exercise any right or remedy the Administrative Agent or any Lender may have against a Borrower or any other party without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been paid in full (other than contingent indemnification obligations) and the Commitments have been terminated.  Each of the Guarantors waives any defense arising out of any such election by the Administrative Agent or any of the Lenders, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantors against a Borrower or any other party.

(b)Each of the Guarantors waives all presentments, demands for performance, protests and notices, including, without limitation, notices of nonperformance, notice of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional Obligations.  Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any Lender shall have any duty to advise such Guarantor of information known to it regarding such circumstances or risks.

(c)Each of the Guarantors hereby agrees it will subordinate any rights of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the U.S. Bankruptcy Code, or otherwise) to the claims of the Lenders or any Bank Product Provider against a Borrower or any other guarantor of the Obligations of a Borrower owing to the Lenders or such Bank Product Provider (collectively, the “Other Parties”) and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from any Other Party which it may at any ~~timeotherwise~~time otherwise have as a result of this Guaranty until such time as the Obligations shall have been paid in full.  Each of the Guarantors hereby further agrees not to exercise any right to enforce any other remedy which the Administrative Agent, the Lenders or any Bank Product Provider now have

or may hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the Obligations of a Borrower until such time as the Obligations shall have been paid in full.

Section 10.8.Limitation on Enforcement.

The Lenders and the Bank Product Providers agree that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the instructions of the Required Lenders or such Bank Product Provider (only with respect to obligations under the applicable Bank Product) and that no Lender or Bank Product Provider shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of the Lenders under the terms of this Agreement and for the benefit of any Bank Product Provider under any Bank Product.

Section 10.9.Confirmation of Payment.

The Administrative Agent and the Lenders will, upon request after payment of the Obligations which are the subject of this Guaranty and termination of the Commitments relating thereto, confirm to the Borrowers, the Guarantors or any other Person that such Indebtedness and obligations have been paid and the Commitments relating thereto terminated, subject to the provisions of Section 10.2.

Section 10.10.Eligible Contract Participant.

Notwithstanding anything to the contrary in any Credit Document, no Guarantor shall be deemed under this Article X to be a guarantor of any Swap Obligations if such Guarantor was not an “eligible contract participant” as defined in § 1a(18) of the Commodity Exchange Act, at the time the guarantee under this Article X becomes effective with respect to such Swap Obligation and to the extent that the providing of such guarantee by such Guarantor would violate the Commodity Exchange Act; provided, however, that in determining whether any Guarantor is an “eligible contract participant” under the Commodity Exchange Act, the guarantee of the Credit Party Obligations of such Guarantor under this Article X by a Guarantor that is also a Qualified ECP Guarantor shall be taken into account.

Section 10.11.Keepwell.

Without limiting anything in this Article X, each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article X becomes effective with respect to any Swap Obligation, to honor all of the Obligations of such Guarantor under this Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its undertaking under this Section 10.11, or otherwise under this Article X, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).  The undertaking of each Qualified ECP Guarantor under this Section 10.11 shall remain in full force and effect until termination of the Commitments and payment in full of all Loans and other Credit Party Obligations.  Each Qualified ECP Guarantor intends that this Section 10.11 constitute, and this Section 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Section 10.12.Joint and Several Liability of Borrowers.

(a)Joint and Several Liability.  Each Borrower agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the Administrative Agent, for itself and for the benefit of the other Lenders, the prompt payment and performance of, all Obligations and all agreements of each other Borrower under the Credit Documents.  Each Borrower agrees that its guarantee of the Obligations as a Borrower hereunder constitutes a continuing guarantee of payment and performance and not of collection, that such guarantee shall not be discharged until payment in full of the Obligations, and that such guarantee is absolute and unconditional, irrespective of (a) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Credit Document, or any other document, instrument or agreement to which any Borrower is or may become a party or be bound; (b) the absence of any action to enforce this Agreement (including this Section 10.12) or any other Credit Document, or any waiver, consent or indulgence of any kind by the Administrative Agent, or any Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guarantee for the Obligations or any action, or the absence of any action, by the Administrative Agent, or any Lender in respect thereof (including the release of any security or guarantee); (d) the insolvency of any other Borrower; (e) any election by the Administrative Agent or any Lender in an Insolvency Proceeding for the application of Section 1111(b)(2) of the U.S. Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (g) the disallowance of any claims of the Administrative Agent, or any Lender against any other Borrower for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except payment in full of all Obligations.

(b)Waivers.

(i)Each Borrower hereby expressly waives all rights that it may have now or in the future under any applicable law, at common law, in equity or otherwise, to compel the Administrative Agent or any Lender to marshal assets or to proceed against any other Borrower, other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against such Borrower.  To the extent permitted by applicable law, each Borrower waives all defenses available to a surety, guarantor or accommodation co-obligor other than the payment in full of all Obligations, and waives, to the extent permitted by applicable Law, any right to revoke any guaranty of the Obligations.  It is agreed among each Borrower, Administrative Agent, and the Lenders that the provisions of this Section 10.12 are of the essence of the transaction contemplated by the Credit Documents and that, but for such provisions, Administrative Agent, LC Issuer, Swingline Lender and the Lenders would decline to make Loans and issue Letters of Credit.  Each Borrower acknowledges that its guarantee pursuant to this Section 10.12 is necessary to the conduct and promotion of its business, and can be expected to benefit such business.

(ii)Administrative Agent may, in its sole discretion, pursue such rights and remedies in accordance with the Credit Documents and/or applicable Law as it deems appropriate, including realization upon the Collateral of the Borrowers by judicial foreclosure or non-judicial sale or enforcement, without affecting any rights and remedies under this Section 10.12, and such rights and remedies under this Section 10.12 shall also not be affected by any other valid exercise of rights and remedies by the Administrative Agent or any Lender.  If, in taking any action in connection with the exercise of any rights or remedies, the Administrative Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Borrower or other Person, whether because of any applicable Law

pertaining to “election of remedies” or otherwise, each Borrower consents to such action and, to the extent permitted under applicable Law, waives any claim based upon it, even if the action may result in loss of any rights of subrogation that any Borrower might otherwise have had.  To the extent permitted under applicable Law, any election of remedies that results in denial or impairment of the right of the Administrative Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations.  Each Borrower waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for Obligations, even though that election of remedies destroys such Borrower’s right of subrogation against any other Person.  To the extent permitted under applicable Law, the Administrative Agent may bid all or a portion of the Obligations, in whole or in part, at any foreclosure or trustee’s sale or at any private sale, and the amount of such bid need not be paid by the Lender but shall be credited against the Obligations in accordance with the terms of this Agreement.  The amount of the successful bid at any such sale, whether Lender or any other Person is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral, and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 10.12, notwithstanding that any present or future law or court decision may have the effect of reducing the amount of any deficiency claim to which Administrative Agent might otherwise be entitled but for such bidding at any such sale.

(c)Joint Enterprise.  Each Borrower has requested that Administrative Agent and the other Lenders make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically.  Borrowers’ business is a mutual and collective enterprise, and the successful operation of each Borrower is dependent upon the successful performance of the integrated group.  Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease administration of the facility, all to their mutual advantage.  Borrowers acknowledge that Administrative Agent’s and the Lenders’ willingness to extend credit and to administer the Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers and at Borrowers’ request.

(d)Subordination.  Each Borrower hereby subordinates any claims, including any rights at law or in equity to payment, subrogation, reimbursement, exoneration, contribution, indemnification or set off, that it may have at any time against any other Borrower, howsoever arising, to the payment in full of all Obligations.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

BORROWER and PARENT:

ENOVA INTERNATIONAL, INC., a Delaware corporation

By: Name: Its:

BORROWERS:

CNU ONLINE HOLDINGS, LLC, a Delaware limited liability company OHIO CONSUMER FINANCIAL SOLUTIONS, LLC, a Delaware limited liability company

By: Name: Its:

By:

CASHNET CSO OF MARYLAND, LLC, a Delaware limited liability company CNU OF ALABAMA, LLC, a Delaware limited liability company CNU OF IDAHO, LLC, a Delaware limited liability company CNU OF KANSAS, LLC, a Delaware limited liability company CNU OF SOUTH DAKOTA, LLC, a Delaware limited liability company CNU OF UTAH, LLC, a Utah limited liability company TENNESSEE CNU, LLC, a Delaware limited liability company

By: Headway Capital, LLC Its: Member

By: Name: Its:

CASHNETUSA OF FLORIDA, LLC, a Delaware limited liability company CNU OF ALASKA, LLC, a Delaware limited liability company CNU OF ARIZONA, LLC, a Delaware limited liability company CNU OF CALIFORNIA, LLC, a Delaware limited liability company CNU OF COLORADO, LLC, a Delaware limited liability company CNU OF DELAWARE, LLC, a Delaware limited liability company CNU OF FLORIDA, LLC, a Delaware limited liability company CNU OF HAWAII, LLC, a Delaware limited liability company CNU OF ILLINOIS, LLC, a Delaware limited liability company CNU OF INDIANA, LLC, a Delaware limited liability company CNU OF LOUISIANA, LLC, a Delaware limited liability company CNU OF MAINE, LLC, a Delaware limited liability company CNU OF MICHIGAN, LLC, a Delaware limited liability company CNU OF MINNESOTA, LLC, a Delaware limited liability company CNU OF MISSISSIPPI, LLC, a Delaware limited liability company CNU OF MISSOURI, LLC, a Delaware limited liability company CNU OF MONTANA, LLC, a Delaware limited liability company CNU OF NEVADA, LLC, a Delaware limited liability company CNU OF NEW HAMPSHIRE, LLC, a Delaware limited liability company CNU OF NEW MEXICO, LLC, a Delaware limited liability company CNU OF NORTH DAKOTA, LLC, a Delaware limited liability company CNU OF OHIO, LLC, a Delaware limited liability company CNU OF OKLAHOMA, LLC, a Delaware limited liability company

By: CNU Online Holdings, LLC Its: Member

By: Name: Its:

CNU OF OREGON, LLC, a Delaware limited liability company CNU OF RHODE ISLAND, LLC, a Delaware limited liability company CNU OF SOUTH CAROLINA, LLC, a Delaware limited liability company CNU OF TENNESSEE, LLC, a Delaware limited liability company CNU OF TEXAS, LLC, a Delaware limited liability company CNU OF VIRGINIA, LLC, a Utah limited liability company CNU OF WASHINGTON, LLC, a Delaware limited liability company CNU OF WISCONSIN, LLC, a Delaware limited liability company CNU OF WYOMING, LLC, a Delaware limited liability company CNU OF IOWA, LLC, a Delaware limited liability company CNU Global-1, LLC, a Delaware limited liability company CNU Global-2, LLC, a Delaware limited liability company Enova SMB, LLC, a Delaware limited liability company

By: CNU Online Holdings, LLC Its: Member

By: Name: Its:

CASHNETUSA CO, LLC, a Delaware limited liability company CASHNETUSA OR, LLC, a Delaware limited liability company THE CHECK GIANT NM, LLC, a Delaware limited liability company

By: Name: Its:

ALIGN MINT, LLC, a Delaware limited liability company CUMULUS FUNDING, INC., a Delaware corporation ALIGN INCOME SHARE FUNDING, LLC, a Delaware limited liability company

By: Name: Its:

GUARANTORS:

BILLERS ACCEPTANCE GROUP, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS, LLC, a Delaware limited liability company NETCREDIT FINANCE, LLC, a Delaware limited liability company CNU DOLLARSDIRECT INC., a Delaware corporation CNU DOLLARSDIRECT LENDING INC., a Delaware corporation DEBIT PLUS, LLC, a Delaware limited liability company DP LABOR HOLDINGS, LLC, a Delaware limited liability company ENOVA BUSINESS, LLC, a Delaware limited liability company ENOVA DECISIONS, LLC, a Delaware limited liability company ENOVA FINANCE 2, LLC, a Delaware limited liability company ENOVA FINANCE 3, LLC, a Delaware limited liability company ENOVA FINANCE 4, LLC, a Delaware limited liability company ENOVA FINANCIAL HOLDINGS, LLC, a Delaware limited liability company ENOVA ONLINE SERVICES, INC., a Delaware corporation ENOVACO, LLC, a Delaware limited liability company HEADWAY CAPITAL LLC, a Delaware limited liability company MOBILE LEASING GROUP, INC. a Delaware corporation NETCREDIT LOAN SERVICES, LLC, a Delaware limited liability company CASHEURONET UK, LLC, a Delaware limited liability company

By: Name: Its:

THE BUSINESS BACKER, LLC, a Delaware limited liability company AEL NET MARKETING, LLC, a Delaware limited liability company AEL NET OF MISSOURI, LLC, a Delaware limited liability company CNU TECHNOLOGIES OF IOWA, LLC, a Delaware limited liability company DOLLARSDIRECT, LLC, a Delaware limited liability company ENOVA BRAZIL, LLC, a Delaware limited liability company ENOVA INTERNATIONAL GEC, LLC, a Delaware limited liability company EURONETCASH, LLC, a Delaware limited liability company

By:CNU Online Holdings, LLC Its:Member

By: Name: Its:

NC FINANCIAL SOLUTIONS OF ALABAMA, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF ARIZONA, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF CALIFORNIA, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF DELAWARE, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF FLORIDA, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF GEORGIA, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF IDAHO, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF ILLINOIS, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF INDIANA, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF KANSAS, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF LOUISIANA, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF MARYLAND, LLC, a Delaware limited liability company

By:NC Financial Solutions, LLC Its:Member

By: Name: Its:

NC FINANCIAL SOLUTIONS OF MISSISSIPPI, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF MISSOURI, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF MONTANA, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF NEVADA, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF NEW HAMPSHIRE, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF NEW JERSEY, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF NEW MEXICO, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF NORTH DAKOTA, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF OHIO, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF OREGON, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF RHODE ISLAND, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF SOUTH CAROLINA, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF SOUTH DAKOTA, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF TENNESSEE, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF TEXAS, LLC, a Delaware limited liability company NC FINANCIAL SOLUTIONS OF UTAH, LLC, a Utah limited liability company NC FINANCIAL SOLUTIONS OF VIRGINIA, LLC, a Utah limited liability company NC FINANCIAL SOLUTIONS OF WISCONSIN, LLC, a Delaware limited liability company CREDITME, LLC, a Delaware limited liability company

By:NC Financial Solutions, LLC Its:Member

By: Name: Its:

DEBIT PLUS PAYMENT SOLUTIONS, LLC, a Delaware limited liability company DEBIT PLUS SERVICES, LLC, a Delaware limited liability company DEBIT PLUS TECHNOLOGIES, LLC, a Delaware limited liability company

By:Debit Plus, LLC Its:Member

By: Name: Its:

ADMINISTRATIVE AGENT:

TBK BANK, SSB, as Administrative Agent

By: __________________________________________ Name:John Hanley Title:Senior Vice President

LENDER:

TBK BANK, SSB

By: __________________________________________ Name:John Hanley Title:Senior Vice President

Notice Address: TBK Bank, SSB 3 Park Central Suite 1700 12700 Park Central Drive Dallas, Texas 75251 Attention: John Hanley Email: JHanley@triumphcf.com

With a copy to: Dorsey & Whitney LLP 300 Crescent Court, Suite 400 Dallas, Texas 75201 Attention: Larry A. Makel, Esq.

LENDER:

VERITEX COMMUNITY BANK, as successor in interest to Green Bank, N.A.

By: __________________________________________ Name: Its:

Notice Address:

Veritex Community Bank 8214 Westchester Drive, Suite 800 Dallas, Texas 75225 Attn: Josh Plemmons, Vice President

LENDER:

AXOS BANK

By: __________________________________________ Name: Its:

Notice Address:

Axos Bank 4350 La Jolla Village Drive, STE 140 San Diego, CA 92122 Attention: Thomas Constantine Email: tconstantine@axosbank.com

with a copy to:

Axos Bank 4350 La Jolla Village Drive, STE 140 San Diego, CA 92122 Attention: Eshel Bar-Adon Email: ebaradon@axosbank.com

LENDER:

PACIFIC WESTERN BANK

By: __________________________________________ Name: Its:

Notice Address:

Pacific Western Bank 5404 Wisconsin Avenue, 2nd Floor Chevy Chase, MD 20815 Attention: Sue Choi Email:schoi@pacificwesternbank.com jcook@capitalsource.com

enva-ex311_7.htm

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David A. Fisher, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Enova International, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have:
--- ---
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
--- ---
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
--- ---
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
--- ---

Date: August 2, 2021

/s/ David A. Fisher
David A. Fisher
Chief Executive Officer

enva-ex312_9.htm

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven E. Cunningham, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Enova International, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have:
--- ---
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
--- ---
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
--- ---
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
--- ---

Date: August 2, 2021

/s/ Steven E. Cunningham
Steven E. Cunningham
Chief Financial Officer

enva-ex321_8.htm

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Enova International, Inc. (the “Company”) for the quarterly period ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Fisher, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
--- ---

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Enova International, Inc. and will be retained by Enova International, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

/s/ David A. Fisher
David A. Fisher
Chief Executive Officer

Date: August 2, 2021

The foregoing certification is being furnished solely pursuant to the requirements of 18 U.S.C. § 1350 and is not being filed as a part of the Report or as a separate disclosure document.

enva-ex322_10.htm

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Enova International, Inc. (the “Company”) for the quarterly period ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven E. Cunningham, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
--- ---

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Enova International, Inc. and will be retained by Enova International, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

/s/ Steven E. Cunningham
Steven E. Cunningham
Chief Financial Officer

Date: August 2, 2021

The foregoing certification is being furnished solely pursuant to the requirements of 18 U.S.C. § 1350 and is not being filed as a part of the Report or as a separate disclosure document.

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