Propel Holdings Inc. - Capital/Financing Update 2021

Envelope ID: BDED98F6-9C42-444A-- DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F 5 -4DAA-9D0F-1C2BB1196B6B18991AAAD5F -8 4CB-B4643E2E40-F3D86FA E AD5926C8

Execution Version

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this “ Agreement ”) dated as of March 24, 2021 (the “ Effective Date ”), will serve to set forth the terms of the Credit Facilities among: (a) BASTION CONSUMER FUNDING II LLC , a Delaware limited liability company (in its capacity as agent for itself and the other Lenders, together with its successors and assigns, “ Agent ”); (b) the lenders who are party hereto from time to time (and together with their respective successors and assigns, individually, a “ Lender ” and collectively, “ Lenders ”); (c) OPUS TRUST I , a Delaware statutory trust (“ Opus I ”), (d) OPUS TRUST II , a Delaware statutory trust (“ Opus II ”; each of Opus I and Opus II, a “ Debtor ” and, collectively, the “ Debtors ”); (e) Beneficial Interest Holder (as defined below) and (f) Propel Holdings Inc. (solely with respect to Sections 8 (o), (u), (w), (x), (y) and (cc));

RECITALS

WHEREAS , Debtors have: (a) determined that they will benefit specifically and materially from the Credit Facilities contemplated by this Agreement; (b) determined that the value of the consideration received and to be received by Debtors is reasonably worth at least as much as the liabilities and obligations of Debtors under the Loan Documents, and such liabilities and obligations may reasonably be expected to benefit Debtors directly or indirectly; and (c) requested and bargained for the structure, terms and obligations set forth in the Loan Documents; and

WHEREAS , Lenders are willing to make the Credit Facilities available upon and subject to the provisions, terms and conditions set forth in the Loan Documents;

NOW THEREFORE , the parties hereto, intending to be legally bound, agree as follows:

1. Definitions . As used in this Agreement, all exhibits, appendices and schedules hereto, and in any other Loan Documents made or delivered pursuant to this Agreement, the following terms will have the meanings given such terms in this Section 1 or in the provisions, sections or recitals herein:

“ Advance ” means any Advance under any Credit Facility.

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[Redacted Competitively Sensitive and Prejudicial Information] [Redacted Competitively Sensitive and Prejudicial Information]

“ Affiliate ” means, 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.

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[Redacted Competitively Sensitive and Prejudicial Information]

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“ Applicable Margin (Tranche B) ” means ***

[Redacted Competitively Sensitive and Prejudicial Information]

. “ Applicable Margin (Tranche C) ” means ***

“ Assumption Agreement ” means an assumption agreement entered into by a Lender as assignor and an Eligible Assignee as assignee, in substantially the form attached hereto as Exhibit A. Each executed Assumption Agreement shall be promptly delivered to the Agent and each Debtor by the assigning Lender.

“ Bank Partner ” means either Bank Partner 1 or Bank Partner 2, as applicable and “ Bank Partners ” means, collectively, Bank Partner 1 and Bank Partner 2.

“ Bank Partner 1 ” means CBW Bank.

“ Bank Partner 2 ” means First Electronic Bank.

“ Bank Programs ” means the bank programs established pursuant to the Bank Program Management Agreements.

“ Bank Program Management Agreements ” means, collectively, (i) the Program Management Agreement between Bank Partner 1 and Credit Fresh Admin, Inc. dated as of April 26, 2019 and (ii) the Program Management Agreement between Bank Partner 2 and Credit Fresh Admin, Inc. dated on or about March 26, 2021 (each such agreement, individually, a “ Bank Program Management Agreement ”).

“ Bank Program Consumer Contract ” has the meaning assigned to Account Agreement in the applicable Receivables Purchase Agreement.

“ Bank Program Consumer Contract Documents ” means all instruments, promissory notes, documents and agreements entered into, by a Bank Consumer Obligor with Bank Partner 1 or Bank Partner 2, as applicable, and evidencing or executed in connection with the application for or disclosure with respect to a Bank Program Consumer Contract; including, but not limited to, a Bank Program Consumer Contract.

“ Bank Consumer Obligor ” means each consumer in any way obligated to repay a Bank Program Consumer Contract.

“ Bank Consumer Obligor Payment Default ” means a missed payment from a Bank Consumer Obligor in connection with a Bank Program Consumer Contract.

“ Bank Program Receivable ” means (a) any and all purchased receivables from a Bank Program Consumer Contract or similar agreement or instrument and the TILA disclosure executed by a Bank Consumer Obligor in favor of Bank Partner 1 or Bank Partner 2, relating to a consumer loan made in conformity with all applicable Consumer Financial Services Laws with a Bank Consumer Obligor; (b) all rights and interest, including all rights of repayment, under the Bank Program Consumer Contract Documents and all instruments and documents arising therefrom or relating thereto; (c) any and all

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

rights Debtors now own or hereafter acquire pursuant to the Receivables Purchase Agreements; and (d) all proceeds arising therefrom or relating thereto (including, but not limited to, any personal property (if any) acquired in connection with the exercise of any remedy relating to a Bank Program Consumer Contract).

“ Beneficial Interest Holder ” means CREDIT FRESH HOLDINGS, INC. , a Delaware corporation.

“ Beneficial Interest Holder Collateral ” means (i) all right, title and beneficial interest in, but not obligation to, each Debtor, (ii) any certificates or similar instrument evidencing or representing the beneficial interest in each Debtor, and (iii) all proceeds of the foregoing.

“ Borrowing Base ” means (as of the date of determination) the sum of:

(a) Borrowing Base (Tranche A);

(b) Borrowing Base (Tranche B);

(d) the available balance of the Collection Accounts.

“ Borrowing Base Certificate ” means a certificate signed by an authorized Person on behalf of Debtor and setting forth the calculation of the Borrowing Base, Borrowing Base (Tranche A), Borrowing Base (Tranche B), and Borrowing Base (Tranche C), in compliance with this Agreement, substantially in the form of Exhibit B.

“ Borrowing Base (Tranche A) ” means the Outstanding Principal Balance of the Eligible Bank Program Receivables multiplied by Advance Rate – Tranche A.

“ Borrowing Base (Tranche B) ” means the Outstanding Principal Balance of the Eligible Bank Program Receivables multiplied by Advance Rate – Tranche B.

“ Borrowing Base (Tranche C) ” means the Outstanding Principal Balance of the Eligible Bank Program Receivables multiplied by Advance Rate – Tranche C.

“ Business Day ” means any day other than a Saturday, Sunday, or any other day on which the Federal Reserve Bank of New York, New York, is closed.

“ Co-Agent s” means collectively Revere Credit Opportunities Fund III LP, Veritex Bank and Oakwood Bank, each in its capacity as a co-agent for the Lenders, together with their respective successors and assigns.

“ Code ” means the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of New York; provided, that to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different articles or divisions of the Code, the definition of such term

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contained in Article 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Agent’s lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “ Code ” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

“ Collateral ” means:

(a) All present and future: (i) accounts (including, but not limited to, all payment rights with respect to the Bank Program Receivables; (ii) contract rights (including, but not limited to Bank Program Receivables); (iii) all participation rights and interests relating to the Bank Program Receivables and all rights in any collateral securing a Bank Program Consumer Contract); (iv) the Bank Program Consumer Contract Documents, subject to the Receivables Purchase Agreements; (v) deposit accounts (including each Collateral Deposit Account); (vi) general intangibles; (vii) the Bank Program Receivables; (viii) payment intangibles now or hereafter owned, held, or acquired; including, without limitation, those relating to the Bank Program Receivables, and (ix) all right title and interest of in and under any agreement relating to or concerning the Bank Program Receivables.

(b) All books, records, data, plans, manuals, computer software, computer tapes, computer systems, computer disks, computer programs, source codes and object codes containing any information, pertaining directly or indirectly to the Collateral and all rights to retrieve data and other information pertaining directly or indirectly to the Collateral from third parties.

The term “ Collateral ,” as used herein, shall also include: (a) any other property or assets, real or personal, tangible or intangible, now existing or hereafter acquired, of Debtor that may at any time be or become subject to a security interest or lien in favor of Agent as security for the Indebtedness; and (b) all SUPPORTING OBLIGATIONS, PRODUCTS and PROCEEDS of all of the foregoing (including without limitation, insurance payable by reason of loss or damage to the foregoing property or personal property (if any) acquired in connection with the exercise of any remedy relating to a Bank Program Consumer Contract) and any property, assets securities, guaranties or monies of Debtor which may at any time come into the possession of Lender. The designation of proceeds does not authorize each Debtor to sell, transfer or otherwise convey any of the foregoing property except in the ordinary course of such Debtor’s business or as otherwise provided herein.

“ Collateral Deposit Account ” means the deposit accounts (whether one or more) of each Debtor (including, without limitation all Collection Accounts and Operations Accounts of such Debtor) which deposit accounts shall be subject to Deposit Account Control Agreements in favor of Agent. As of the Effective Date, the deposit accounts of each Debtor are set forth on Schedule VII.

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

“ Collection Accounts ” means all deposit accounts (whether one or more) of each Debtor into which all payments shall be deposited and from which Disbursements shall be made and into which Advances to such Debtor shall be deposited and such accounts shall be subject to a Deposit Account Control Agreement with Veritex Bank of the type set forth in clause (b) of the definition of Deposit Account Control Agreement.

“ Collection Period ” means the period from the FIRST (1[st] ) day of any calendar month through the LAST day of such calendar month.

“ Commitment ” means, with respect to each Lender, the obligation of such Lender to make the Advances under Tranche A Facility, Tranche B Facility and/or Tranche C Facility, as applicable, to Debtor pursuant to this Agreement, in each case in an aggregate amount not to exceed the amount set forth beside such Lender’s name on Schedule III to this Agreement (or in an Assumption Agreement to which such Lender is a party), as such amount may be adjusted from time to time in accordance with this Agreement.

“ Commitment Percentage ” means the Tranche A Commitment Percentage, Tranche B Commitment Percentage, and Tranche C Commitment Percentage, as applicable.

“ Company ” means CREDIT FRESH, INC.

“ Company Subsidiaries ” means (i) Beneficial Interest Holder; (ii) Credit Fresh Admin, Inc. (“CF Admin”); (iii) Credit Fresh Marketing, Inc. (“CF Marketing”); (iv) Credit Fresh Service, Inc. (“CF Service”); (v) Credit Fresh Technology, Inc. (“CF Technology”); and (vi) Credit Fresh Payment Solutions, Inc. (“CF Solutions”).

“ Consumer Financial Services Laws ” means all federal, state, and municipal laws, rules, or regulations dealing with consumer financial services, consumer loans or shortterm cash advances. The term includes, without limitation, any and all laws dealing with registration, licensing, advertising, fair lending, language requirements, origination, pricing, credit practices, disclosures, rates, terms, servicing, debt collection practices, fair credit reporting, communications, privacy, data security, unfair acts or practices, deceptive acts or practices, abusive acts or practices, complaint procedures, and dispute resolution. The term includes, without limitation, the following laws or standards as applicable: Equal Credit Opportunity Act, 15 U.S.C. §1691 et seq. , and Regulation B, 12 C.F.R. part 1002; Electronic Funds Transfer Act, 15 U.S.C. §1693 et seq. , and Regulation E, 12 C.F.R. part 1005; Fair Debt Collection Practices Act, 15 U.S.C. §1692o, and Regulation F, 12 C.F.R. part 1006; Gramm-Leach-Bliley Privacy Act, 12 U.S.C. §6801 et seq. , and Regulation P, 12 C.F.R. part 1016; Fair Credit Reporting Act, 15 U.S.C. §1681 et seq. , Regulation V, 12 C.F.R. part 1022; Truth in Lending Act, 15 U.S.C. §1601 et seq. , and Regulation Z, 12 C.F.R. part 1026; regulations or standards of the Consumer Financial Protection Bureau with respect to unfair, deceptive or abusive acts or practices, 12 U.S.C.A. § 5531 and §5536; Servicemembers Civil Relief Act, 50 U.S.C. §3901 et seq .; Military Lending Act, 10 U.S.C. §987 et seq. ; and Regulations or trade practice standards of the Federal Trade Commission with respect to unfair or deceptive acts or practices, 15 U.S.C.A. §5(a), and Title 16 of the Code of Federal Regulations.

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

“ Consolidated EBITDA ” means, for any period, as determined on a consolidated basis for Parent and in accordance with GAAP, the sum of (1) net income plus (2) the sum of the following to the extent deducted from net income: (A) interest expense; plus (B) income taxes; plus (C) depreciation; plus (D) amortization minus (E) non-financed capital expenditures.

“ Consolidated Fixed Charges ” means, for any period, as determined on a consolidated basis for Parent and in accordance with GAAP, without duplication, the sum of (i) interest expense paid in cash during such period, plus (ii) scheduled principal payments on Indebtedness due in the twelve months preceding the measurement date, plus (iii) voluntary payments of principal on the Subordinated Debt, plus (iv) any dividend or Distribution.

“ Consolidated Indebtedness ” has the meaning assigned in Section 8(w) herein.

“ Control ” means 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.

“ Credit Facility ” means, individually, each of the Tranche A Facility, the Tranche B Facility and the Tranche C Facility (and, collectively, the “ Credit Facilities ”).

“ Cut Off Date ” means September 24, 2023.

“ Debt ” means as to any Person at any time (without duplication) all items of indebtedness, obligation or liability for borrowed money of a Person, whether mature or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, joint or several, that should be classified as debt in accordance with GAAP.

“ Default ” means any event which, with notice and/or the passage of time, would be an Event of Default, if not cured by Debtor within any applicable cure period.

“ Defaulted Bank Program Consumer Contract ” means (i) a Bank Program Consumer Contract which is in default; (ii) a determination of a default of a Bank Program Consumer Contract has been made in accordance with the Underwriting Guidelines and Servicing Standards; (iii) once title of Bank Program Consumer Contract transfers from Bank Partner 1 or Bank Partner 2, as applicable, to Debtor; and/or (iv) with respect to a Bank Program Receivable originated by Bank Partner 1, once the right to cure notice period, in accordance with applicable Kansas law, has elapsed.

“ Deposit Account Control Agreement ” means an agreement (acceptable to Agent in the exercise of its commercially reasonable discretion) between Debtor, Agent and Veritex Bank pursuant to which: (a) upon the occurrence of an Event of Default, such financial institution shall have agreed to comply with instructions originated by Agent directing disposition of the funds in the Collateral Deposit Account without further consent by such Debtor and perfecting Agent’s lien in such Collateral Deposit Account by control;

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or (b) such financial institution shall have agreed to comply with instructions originated by Agent directing disposition of the funds in the Collateral Deposit Account without further consent by a Debtor and perfecting Agent’s lien in such Collateral Deposit Account by control.

“ Distribution ” means, with respect to any indebtedness, obligation or security: (a) any payment or distribution by any Person of cash, securities or other property, by set-off or otherwise, on account of such indebtedness, obligation or security; (b) any redemption, purchase or other acquisition of such indebtedness, obligation or security by any Person; or (c) the granting of any lien or security interest to or for the benefit of the holders of such indebtedness, obligation or security in or upon any property of any Person.

“ Eligible Assignee ” means: (a) a Lender; (b) an Affiliate of a Lender; or (c) subject to the restrictions set forth in Section 30 hereof, any other commercial lender, finance company, insurance company, financial institution or fund reasonably acceptable to Agent (any Eligible Assignee under (c) of this definition being a “ Consenting Assignee ”).

“ Eligible Bank Program Receivable ” means a Bank Program Receivable between a Bank Consumer Obligor and Bank Partner 1 or Bank Partner 2 which has been sold to a Debtor and which is classified as current on such Debtor’s financial statements under GAAP. In general, a Bank Program Receivable shall be eligible if: (a) when purchased by a Debtor, such Bank Program Receivable complies with the Underwriting Guidelines; (b) such Bank Program Receivable is pledged to Agent and in respect of which Agent has a perfected FIRST (1[st] ) priority lien not subject to any other liens or claims of any kind (other than Permitted Encumbrances); (c) an event of default under such Bank Program Receivable, except as permitted under the Servicing Standards, shall not have occurred and be continuing; (d) such Bank Program Receivable is genuine and is the legal, valid, binding and enforceable obligation of the applicable Bank Consumer Obligor; (e) the Bank Consumer Obligor has not asserted any setoff, defense or counterclaim with respect to such Bank Program Receivable, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights and except to the extent specific remedies may generally be limited by equitable principles; (f) there has not occurred any extension of the time of any payment, restructuring of such Bank Program Receivable, deferral of payment for any payment on such Bank Program Receivable except in accordance with the Bank Program Consumer Contract Documents evidencing such Bank Program Receivable (including, with respect to any Bank Program Receivable originated by Bank Partner 1, any express cure right contained therein pursuant to applicable Kansas law), as the case may be law), the Underwriting Guidelines or the Servicing Standards; (g) such Bank Program Receivable is unconditionally payable in US Dollars (“ Dollars ”): (h) the amount payable under the respective Bank Program Receivable is not greater than the highest lawful amount permitted by applicable law; (i) during the term of the Bank Program Consumer Contract, the Bank Consumer Obligor has not filed a petition for bankruptcy or any other relief under the Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization or relief of debtors, made an assignment for the benefit of creditors, had filed against such person any petition or other application for relief under the Bankruptcy Code or any such other law; (j) the Bank Consumer Obligor

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is not an employee, officer, principal or owner of Debtor or any of its Affiliates; (k) the Bank Consumer Obligor has not died or been declared incompetent; (l) the Bank Consumer Obligor does not have any unsatisfactorily or unresolved prior negative financial experience with Debtor or any of its Affiliates; (m) such Bank Program Consumer Contract complies in all material respects with all applicable Consumer Financial Services Laws; (n) the Bank Program Consumer Contract Documents are available for review by Agent; (o) such Bank Program Consumer Contract is serviced Company or Company Subsidiaries in compliance with the Servicing Standards; (p) the Consumer Obligor is a legal resident of the United States of America; (q) the Bank Consumer Obligor of such Bank Program Consumer Contract resides in an Eligible State; and (r) the underlying Bank Program Consumer Contract giving rise to such Bank Program Receivable is not a Defaulted Bank Program Consumer Contract. For greater clarity, an Eligible Bank Program Receivable does not include Receivables from Defaulted Bank Program Consumer Contracts. Lenders reserve the right to modify eligibility standards for Consumer Contracts, and to establish protective and valuation reserves, and Concentration Limits in its commercially reasonable discretion.

“ Eligible States ” as of the Effective Date, means all States of the United States of America except for Colorado, Connecticut, Maryland, New Hampshire, New Jersey, New York, Pennsylvania, Vermont, and West Virginia; provided however that the definition of Eligible States may be modified from time to time in accordance with Section 8(e).

“ Event of Default ” shall have the meaning set forth in Section 10 hereof.

“ Existing Facility ” has the meaning set forth in Section 2(e).

“ Fixed Charge Coverage Ratio ” means, for any period, the ratio of (i) Consolidated EBITDA, to (ii) Consolidated Fixed Charges.

“ GAAP ” means generally accepted accounting principles, applied on a consistent basis, as set forth in the standards issued by the Accounting Standards Board in Canada and/or its successors and which are applicable in the circumstances as of the date in question to private enterprises. Accounting principles are applied on a “consistent basis” when the accounting principles applied in a current period are comparable in all material respects to those accounting principles applied in a preceding period.

“ Governmental Authority ” means the government of the United States of America, any other nation or 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.

“ Indebtedness ” means: (a) all indebtedness, obligations and liabilities of each Debtor to Lenders and Agent of any kind or character, now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several or joint and several, under the Credit Facilities, this Agreement and the other Loan Documents; (b) all accrued but unpaid interest on any of the indebtedness described

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in (a) above; (c) all fees, costs and expenses incurred by Lenders and Agent in accordance with the Loan Documents in connection with the collection and administration of all or any part of the indebtedness and obligations described in (a) and (b) above or the protection or preservation of, or realization upon, the collateral securing all or any part of such indebtedness and obligations, including without limitation all reasonable out of pocket attorneys’ fees; and (d) all renewals, extensions, modifications and rearrangements of the indebtedness and obligations described in (a), (b), and (c) above.

“ Indefeasible Paid ” means: (a) with respect to the making of any payment on or in respect of the Indebtedness, that such payment of such Indebtedness has been paid in full in cash (or that such payment of such Indebtedness has been otherwise satisfied in a manner acceptable to the holders of the Indebtedness in their sole and absolute discretion); and (b) that any and all commitments by Lenders to make any loan or advance or extend any other credit that would, if made or extended, constitute Indebtedness have been irrevocably terminated.

“ Interest Period ” means, initially, the period commencing on the Effective Date and ending on the last day of the calendar month in which the Effective Date occurs and thereafter, commencing on the first day following each prior Interest Period and ending on the last day of such calendar month thereafter; provided, however, that if the last day of such calendar month does not fall on a Business Day, then the Interest Period will end on the next following Business Day.

“ LIBOR ” means a rate per annum equal to the THREE-MONTH LONDON INTERBANK- OFFERED RATE stated in the New York edition of The Wall Street Journal from time to time. Notwithstanding the foregoing, if at any time the applicable source for determining LIBOR hereunder states a rate less than ONE PERCENT (1.00%) that rate shall then be deemed to be ONE PERCENT (1.00%) for purposes hereof. Nothing herein shall be deemed to limit any right of Agent to adjust such rate in accordance with the terms hereof.

“ LIBOR Loan ” means any Loan bearing interest at a rate based upon LIBOR.

“ Limited Guaranty ” means that certain INDEMNITY AND GUARANTY AGREEMENT , dated as of the Effective Date (as the same may be amended, restated and modified from time to time) executed by certain Persons.

“ Loan Documents ” means this Agreement, the Note, the Limited Guaranty, and the other agreements, guaranties, instruments and documents evidencing, securing, governing, guaranteeing or pertaining to the Loan.

“ Loan ” means an Advance under a Credit Facility as established pursuant to the Loan Documents from time to time.

“ Material Adverse Effect ” means a material adverse effect on: (a) the operations, business, assets, properties or financial condition of any Debtor, Company, Company Subsidiaries, or Parent; (b) the ability of any Debtor, Company, Company Subsidiaries, or

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Parent to perform any of its material obligations under any Loan Document to which it is a party; (c) the legality, validity or enforceability of (i) this Agreement, (ii) any other Loan Document, or (iii) a material portion of the Bank Program Consumer Contracts or the Bank Program Receivables (as determined by Agent in it commercially reasonable discretion); or (d) the rights and remedies of Lenders and Agent under any Loan Document, or (e) a change of Control of any Debtor, Company, Company Subsidiaries, or Parent that has not been approved by Unanimous Lender Approval.

“ Minimum Outstanding Loan Amount ” means (i) THIRTY MILLION DOLLARS ($30,000,000.00) commencing at the end of TWELVE (12) months from the Effective Date; and (ii) FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00) commencing at the end of FIFTEEN (15) months from the Effective Date.

“ MK Holdings ” means MK Holdings, Inc., a Delaware corporation, and subsidiary of Parent, which is the holding company for the Parent brand “CCFlow”;

“ MoneyKey Obligors ” means all Obligors under and as defined in the MoneyKey Loan Agreement.

“ MoneyKey Loan Agreement ” means that certain Amended and Restated Loan and Security Agreement by and among (a) GREEN BANK, N.A., a national banking association; (b) BASTION CONSUMER FUNDING I LLC, a Delaware limited liability company (together with its successors and assigns, “ Bastion I ”); (c) BASTION CONSUMER FUNDING II LLC, a Delaware limited liability company (together with its successors and assigns, “ Bastion II ”; together with Bastion I, “ Bastion ”); (d) REVERE CREDIT OPPORTUNITIES FUND III, LP, a Delaware limited partnership; (d) ARENA LIMITED SPV, LLC, a Delaware limited liability company; (e) lenders who are party hereto from time to time (and together with their successors and assigns, individually, a “ Lender ” and collectively, “ Lenders ”); (f) MONEYKEY - AL, INC., a Delaware corporation (“ AL ”); (g) MONEYKEY - CA, INC., a Delaware corporation (“ CA ”); (h) MONEYKEY - DE, INC., a Delaware corporation (“ DE ”), (i) MONEYKEY - ID, INC., a Delaware corporation (“ ID ”); (j) MONEYKEY - IL, INC., a Delaware corporation (“ IL ”); (k) MONEYKEY - KS, INC., a Delaware corporation (“ KS ”); (l) MONEYKEY - MD, INC., a Delaware corporation (“ MD ”); (m) MONEYKEY - MO, INC., a Delaware corporation (“ MO ”); (n) MONEYKEY - MS, INC., a Delaware corporation (“ MS ”); (o) MONEYKEY - NM, INC., a Delaware corporation (“ NM ”), (p) MONEYKEY - OH, INC., a Delaware corporation (“ OH ”); (q) MONEYKEY - SC, INC., a Delaware corporation (“ SC ”), (r) MONEYKEY - TN, INC., a Delaware corporation (“ TN ”), (s) MONEYKEY - TX, INC., a Delaware corporation (“ TX ”); (t) MONEYKEY - UT, INC., a Delaware corporation (“ UT ”); (t) MONEYKEY - WI, INC, a Delaware corporation (“ WI ”); (u) certain other Subsidiaries of Company who are parties hereto from time to time (each, a “ Subsidiary Debtor ” and together with AL, CA, DE, ID, IL, KS, MD, MO, MS, NM, OH, SC, TN, TX, UT and WI, jointly and severally, “ MoneyKey Debtor ”), and (u) 2262011 ONTARIO HOLDINGS, INC., a Delaware corporation (“ 226 Holdings ”), dated as of April 21, 2017, as amended, modified or restated from time to time.

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“ Note ” means, collectively, any promissory note evidencing all or part of the Indebtedness from time to time (as any such Note may be amended, modified or restated from time to time).

“ Operations Accounts ” means all operating accounts (whether one or more) of Debtors, that Debtors maintain from which all Bank Program Receivables are purchased from Bank Partner 1 and Bank Partner 2, as the case may be.

“ Origination Month ” shall mean the calendar month in which all Bank Program Consumer Contracts in a given Vintage were originated.

“ Organization Documents ” means: (a) in the case of a corporation, its articles or certificate of incorporation and bylaws; (b) in the case of a general partnership, its partnership agreement; (c) in the case of a limited partnership, its certificate of limited partnership and partnership agreement; (d) in the case of a trust, its trust agreement; (e) in the case of a joint venture, its joint venture agreement; (f) in the case of a limited liability company, its articles of organization and operating agreement or regulations; and (g) in the case of any other entity, its organizational and governance documents and agreements.

“ Outstanding Principal Balance ” means the principal advanced to a Bank Consumer Obligor pursuant to a Bank Program Consumer Contract, minus any repayment by such Bank Consumer Obligor of such original principal advanced. For greater clarity, any repayment does not include any fees and/or interest paid by such Bank Consumer Obligor.

“ Parent ” means PROPEL HOLDINGS INC., a corporation incorporated pursuant to the laws of the Province of Ontario.

“ Permitted Encumbrances ” means:

(a) liens securing the Indebtedness;

(b) liens for taxes, assessments and governmental charges not yet due or the payment of which is being contested in good faith and by appropriate proceedings and for which adequate reserves are maintained in accordance with GAAP;

(c) liens imposed by law arising in the ordinary course of business and securing obligations (other than Debt for borrowed money) that are not overdue by more than SIXTY (60) days or are being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, and for which reserves are maintained in accordance with GAAP;

(d) judgment liens not resulting in an Event of Default;

(e) liens in existence on the Effective Date which are listed, and relating to the assets of a Debtor as described, in Schedule I (a “ Debtor Encumbrance ”);

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(f) (i) liens in favor of collecting financial institution arising under Section 4.210 of the Code or any similar law, and (ii) liens arising solely by virtue of any contractual, statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained in the ordinary course of business with such financial institution for fees and charges incurred solely in connection with such depository account, provided that, except as set forth in this Subsection (f), no such deposit account that is a dedicated cash collateral account shall serve as collateral to any Person other than Lender; and

(g) provided there is no Indebtedness outstanding under this Agreement, liens securing Debt and other amounts owing under the Existing Facility.

“ Person ” means any individual, corporation, limited liability company, business trust, association, company, partnership, joint venture, Governmental Authority, or other entity, and shall include such Person’s heirs, administrators, personal representatives, executors, successors and assigns.

“ Prime Rate ” means the interest rate per annum published in the New York edition of The Wall Street Journal from time to time as the “Prime Rate”, such rate to change automatically effective as of the effectiveness of each change in such Prime Rate. If The Wall Street Journal ceases to publish the “Prime Rate,” Lender shall select an alternate publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasigovernmental body, then Lender shall select a comparable interest rate index. The Prime Rate is a non-managed rate based upon prevailing prime rates quoted in the Wall Street Journal. If multiple prime rates are quoted in the table, then the highest prime rate will be the Index Rate. Prime Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. Notwithstanding the foregoing, if at any time the applicable source for determining the Prime Rate hereunder states a rate less than *** that rate shall then be deemed to be *** for purposes hereof. Nothing herein shall be deemed to limit any right of Agent to adjust such rate in accordance with the terms hereof.

[Redacted Competitively Sensitive and Prejudicial Information]

“ Rate ” shall have the meaning as set forth in the Note.

“ Receivables Purchase Agreements ” means, collectively, (i) that certain Receivables Purchase and Sale Agreement between Opus I and Bank Partner dated April 26[th] , 2019, as amended, modified or restated from time to time and (ii) that certain Receivables Purchase and Sale Agreement between Opus II and Bank Partner 2 dated on or about March 26, 2021 (each such agreement, individually, a “ Receivables Purchase Agreement ”).

“ Required Lenders ” means Lenders having greater than SEVENTY FIVE PERCENT (75.00%) of the outstanding Advances.

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

“ Servicing Standards ” means the servicing, collection and similar such standards and practices of Debtor relating to the Bank Program Consumer Contracts as in effect on the Effective Date and employed by such Person in the normal course of business, consistent with past practices, and which standards shall at all times comply with all Consumer Financial Services Laws.

“ Solvent ” means, with respect to Debtor, that as of the date of determination, both: (a)(i) the sum of such entity’s debts (including contingent liabilities but minus all intercompany fees and expenses incurred or owing by Debtor to an Affiliate of Debtor) does not exceed the assets of such entity, at fair market value, (ii) such entity’s capital is not unreasonably small in relation to its business, and (iii) such entity has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such entity is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“ Subsidiary ” means any entity: (a) of which at least a majority of the ownership, equity or voting interest is at the time directly or indirectly owned or controlled by a Person and/or its Subsidiaries; and (b) which is treated as a subsidiary in accordance with GAAP.

“ Subordinated Debt ” means any indebtedness for borrowed money of the Parent that is contractually subordinated to any other indebtedness of the Parent.

“ Tangible Net Worth ” means, at any particular time, all amounts which, in conformity with GAAP, would be included as equity on a balance sheet of a Person; provided, however, there shall be excluded therefrom: (a) any amount at which the equity of such Person appears as an asset on such Person’s balance sheet, (b) goodwill, including any amounts, however designated, that represent the excess of the purchase price paid for assets or stock over the value assigned thereto, (c) patents, trademarks, trade names, and copyrights, (d) loans and advances to any equity holder, director, officer, or employee of the Person or any Affiliate of such Person, and (e) all other assets which are properly classified as intangible assets. For greater clarity, for the purposes of any Tangible Net Worth calculation: (i) of Parent, any subordinated indebtedness of Parent shall be considered as equity of Parent; and (ii) of Beneficial Interest Holder, any subordinated indebtedness of Beneficial Interest Holder shall not be considered as equity of Beneficial Interest Holder.

“ Tranche A Commitment ” means, with respect to each Lender, the obligation of such Lender to make the Advances under the Tranche A Facility to Debtors pursuant to this Agreement in an aggregate amount not to exceed the respective amount set forth beside such Lender’s name on Schedule III to this Agreement (or in an Assumption Agreement to

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

which such Lender is a party), as such amount may be adjusted from time to time in accordance with this Agreement.

“ Tranche A Commitment Percentage ” shall mean, with respect to any Lender, the ratio, expressed as a percentage, of such Lender’s Tranche A Commitment to the Tranche A Facility.

“ Tranche A Loan ” means an Advance under the Tranche A Facility as established pursuant to the Loan Documents from time to time.

“ Tranche B Commitment ” means, with respect to each Lender, the obligation of such Lender to make the Advances under the Tranche B Facility to Debtors pursuant to this Agreement in an aggregate amount not to exceed the respective amount set forth beside such Lender’s name on Schedule III to this Agreement (or in an Assumption Agreement to which such Lender is a party), as such amount may be adjusted from time to time in accordance with this Agreement.

“ Tranche B Commitment Percentage ” shall mean, with respect to any Lender, the ratio, expressed as a percentage, of such Lender’s Tranche B Commitment to the Tranche B Facility.

“ Tranche B Loan ” means an Advance under the Tranche B Facility as established pursuant to the Loan Documents from time to time.

“ Tranche C Commitment ” means, with respect to each Lender, the obligation of such Lender to make the Advances under the Tranche C Facility to Debtors pursuant to this Agreement in an aggregate amount not to exceed the respective amount set forth beside such Lender’s name on Schedule III to this Agreement (or in an Assumption Agreement to which such Lender is a party), as such amount may be adjusted from time to time in accordance with this Agreement.

“ Tranche C Commitment Percentage ” shall mean, with respect to any Lender, the ratio, expressed as a percentage, of such Lender’s Tranche C Commitment to the Tranche C Facility.

“ Tranche C Loan ” means an Advance under the Tranche C Facility as established pursuant to the Loan Documents from time to time.

“ Trust Agreements ” means, collectively, (i) with respect to Opus I, that certain Second Amended and Restated Trust Agreement dated as of March 16[th] , 2021 among WILMINGTON SAVINGS FUND SOCIETY FSB, a federal savings bank, as the Trustee, CREDIT FRESH HOLDINGS, INC., as the initial beneficial owner of the Trust and CREDIT FRESH ADMIN, INC., as the Direction Advisor and (ii) with respect to Opus II, that certain Amended and Restated Trust Agreement dated as of March 16[th] , 2021 among WILMINGTON SAVINGS FUND SOCIETY FSB, a federal savings bank, as the Trustee, CREDIT FRESH HOLDINGS, INC., as the initial beneficial owner of the Trust and CREDIT FRESH ADMIN, INC., as the Direction Advisor;

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

“ Trustee ” has the meaning assigned to such term in Section 32;

“ Unanimous Lender Approval ” shall mean the approval or consent of all the Lenders, other than any Lender that is in default.

“ Underwriting Guidelines ” means the underwriting guidelines with respect to Bank Program Consumer Contracts as in effect on the Effective Date and as modified thereafter from time to time (in accordance with this Agreement) and which guidelines shall at all times comply with all applicable Consumer Financial Services Laws.

“ Vintage ” shall mean all loans evidenced by a Bank Program Consumer Contract originated in a given calendar month.

All words and phrases used herein shall have the meaning specified in the Code except to the extent such meaning is inconsistent with this Agreement. All definitions contained in this Agreement are equally applicable to the singular and plural forms of the terms defined. The words “hereof’, “herein”, and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Any accounting term used in the Loan Documents shall have, unless otherwise specifically provided therein, the meaning customarily given to such term in accordance with GAAP, and all financial computations thereunder shall be computed, unless otherwise specifically provided therein, in accordance with GAAP consistently applied; provided, that all financial covenants and calculations in the Loan Documents shall be made in accordance with GAAP as in effect on the Effective Date unless Debtor and Agent shall otherwise specifically agree in writing. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing.

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) 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 (b) 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

2. Credit Facilities .

(a) Revolving Line of Credit; Overadvances . Subject to the terms and conditions set forth in this Agreement and the other Loan Documents, (i) each Lender that has a Tranche A Commitment on Schedule III agrees on a ratable basis (subject to such Lender’s Tranche A Commitment Percentage) to make Tranche A Loans to Debtors in an aggregate sum not to exceed the lesser of: (A) an amount equal to the Borrowing Base (Tranche A); or (B) FORTY FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00) (the “ Tranche A Facility ”), (ii) each Lender (Tranche B) agrees on a ratable basis (subject to such Lender’s Tranche B Commitment Percentage) to make Tranche B Loans to Debtors in an aggregate sum not to exceed the lesser of: (A) an amount equal to the Borrowing Base (Tranche B); or (B) SIXTY MILLION AND NO/100

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

DOLLARS ($60,000,000.00) (the “ Tranche B Facility ”) and (iii) each Lender (Tranche C) agrees on a ratable basis (subject to such Lender’s Tranche C Commitment Percentage) to make Tranche C Loans to Debtors in an aggregate sum not to exceed the lesser of: (A) an amount equal to the Borrowing Base (Tranche C); or (B) FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) (the “ Tranche C Facility ”), in each case on a revolving basis from time to time during the period commencing on the date hereof and continuing until the earlier of: (i) the acceleration of the Indebtedness pursuant to the terms of the Loan Documents; or (ii) March 24, 2024 (the earlier of such dates being, the “ Maturity Date ”). The outstanding principal amount of the Loans between the Effective Date and the Cut Off Date shall be equal to or greater than the Minimum Outstanding Loan Amount. In the event the Minimum Outstanding Loan Amount exceeds the aggregate principal amount of the Loans outstanding, the Lenders have the right to make additional advances to the Collection Accounts in an amount necessary for the Minimum Outstanding Loan Amount to equal the aggregate principal amount of the Loans outstanding. If at any time the sum of the aggregate principal amount of (x) the Loans outstanding hereunder exceeds the Credit Facilities or (y) the Tranche A Loans, Tranche B Loans, or Tranche C Loans exceeds the Tranche A Facility, Tranche B Facility, or Tranche C Facility, respectively, or the Borrowing Base (Tranche A), Borrowing Base (Tranche B) or Borrowing Base (Tranche C), respectively, such amounts shall be deemed an “ Overadvance .” If at the close of business on any Business Day an Overadvance shall have occurred and be continuing, then prior to the close of business on the SECOND (2[nd] ) Business Day after the occurrence of such event (such date, being a “ Call Date ”), either Debtor shall: (X) prepay the Overadvance in accordance with the priority provided therefor in section 4 (d); and/or (Y) if such Overadvance shall be the result of a Tranche A Loan, Tranche B Loan, and/or Tranche C Loan being in excess of the Borrowing Base (Tranche A), Borrowing Base (Tranche B) or Borrowing Base (Tranche C), respectively pledge (or cause to be pledged) to Agent (for the benefit of Lenders), additional Bank Program Receivables owned by Debtors, which, when added to the Bank Program Receivables owned by Debtors and pledged to Agent on the Business Day of such pledge, and after giving effect to any prepayment under clause (X) of this Section 2(a), is sufficient to cause the outstanding principal balance of the Tranche A Loans, Tranche B Loans and Tranche C Loans to be equal to or less than the Borrowing Base (Tranche A), Borrowing Base (Tranche B) or Borrowing Base (Tranche C), as applicable. Debtors’ failure to comply with the foregoing shall be an Event of Default. Notwithstanding anything contained herein to the contrary, an Overadvance shall be considered part of the applicable Loan(s) and shall bear interest at the Rate as set forth in the Note and shall be secured by this Agreement. Subject to the terms and conditions hereof, Debtors may borrow, repay and reborrow funds under the Credit Facilities. The obligations of Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make Advances at any one time outstanding in excess of such Lender’s Commitment; (ii) if a Lender fails to make an Advance as and when required hereunder (such Lender being, a “ Defaulting Lender ” and the failure to make such Advance being a “ Funding Default ”) and Debtor subsequently makes a repayment on the Loan, such repayment shall be shared among the non-defaulting Lenders in accordance with the respective Commitment Percentages, as the same may be amended or modified from time to time) until each non-defaulting Lender has received its Commitment Percentage of all of the

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

outstanding Loans, after which the balance of such repayment shall be applied against such Defaulting Lender’s Commitment Percentage of the outstanding Loans; and (iii) the failure of any Lender to make any Advance shall not in itself relieve any other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make an Advance for which such other Lender is obligated to make hereunder). Upon the occurrence of and continuation of a Funding Default, any Debtor may require and Agent and each Lender (including without limitation a Defaulting Lender) hereby agree that the Defaulting Lender may be replaced by an Eligible Assignee within TEN (10) Business Days following Agent’s receipt of written notice from such Debtor (the “ Required Assignment Date ”) of such Debtor’s request to replace the Defaulting Lender with an Eligible Assignee. In the event that Agent and Lenders shall fail to replace such Defaulting Lender on or before the Required Assignment Date, any Debtor may terminate this Agreement within THIRTY (30) days of the Required Assignment Date without the payment of the Make Whole Fee under Section 2(c)(i) and Prepayment Premium under Section 2(c)(iii).

(b) Wind Down Period . From and after the Cut Off Date, any obligation of Lenders to provide further Advances to Debtor under any Credit Facility shall terminate unless the Debtors and Lenders shall have agreed in writing to extend the Maturity Date; such extension to be on terms and conditions satisfactory to Agent in its sole discretion. Agent will provide Debtors with not less than SIXTY (60) days prior written notice to the Cut Off Date as to the willingness of Lenders to extend or renew the Maturity Date.

(c) Refinancing and Termination of the Credit Facilities .

(i) If any Advance by a Lender is permanently prepaid in connection with the refinancing of a Credit Facility by a third party prior to the SECOND (2[nd] ) anniversary of the Effective Date, Debtor shall pay a make whole fee to such Lender equal to the product of: (1) the then existing Rate applicable to such Advance divided by TWELVE (12) ; (2) the outstanding balance of such Advance made by such Lender as of the date of the refinance; and (3) the remaining time until the SECOND (2[nd] ) anniversary of the Effective Date, expressed in months (the “ Make Whole Fee ”) . For the purposes of the calculation in this Section 2(c)(i), the outstanding balance of the Tranche A Loans, Tranche B Loans and Tranche C Loans made by any Lender under any Credit Facility shall be the greater of (i) the then outstanding principal amount of such Tranche A Loans, Tranche B Loans and Tranche C Loans made by each Lender under such Credit Facility; or (ii) the product of (A) 50% of the Borrowing Base (Tranche A), Borrowing Base (Tranche B) or Borrowing Base (Tranche C), as applicable and (B) such Lender’s Commitment Percentage with respect to such Credit Facility.

(ii) From the Effective Date through the Maturity Date, Lenders shall have the exclusive one time right to match the terms of any proposed refinancing of the Credit Facilities. Debtors shall provide Agent with prior written notice of the terms of any proposed refinancing, together with such documentation as Agents or Lenders may reasonably request, including, without limitation, the commitment letter from the proposed lender (such documents are collectively referred to as the “ Refinance Notice ”) . Within

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

TEN (10) Business Days of Agent’s receipt of the Refinance Notice, Agent shall provide Debtors with written notice specifying whether Lenders shall match the terms set forth in the Refinance Notice. Nothing in this Section shall require Agent or Lenders to match the terms of any refinancing offered to Debtors. Notwithstanding anything to the contrary above, Debtors shall not be obligated to provide Agent or Lenders with any documentation with respect to a Refinance Notice that is subject to any confidentiality or non-disclosure provisions between (1) Debtors, and (2) any third-party. In the event that such confidentiality or non-disclosure provisions shall exist; Debtors shall provide Agent with a certificate outlining the terms and conditions of such proposed refinancing.

(iii) If the Credit Facilities are terminated prior to the FIRST (1[st] ) anniversary of the Effective Date (including without limitation, as a result of acceleration of the outstanding balance of the Credit Facilities as a result of the occurrence of an Event of Default), Debtors will pay to each Lender as a prepayment premium (the “ Prepayment Premium ”) and not as a penalty, an amount equal to THREE PERCENT (3.00%) of the outstanding balance of the Advances made by such Lender under the Credit Facilities as of the termination date. If the Credit Facilities are terminated on or after the FIRST (1[st] ) anniversary of the Effective Date, but prior to the SECOND (2[nd] ) anniversary of the Effective Date (including without limitation, as a result of acceleration of the outstanding balance of the Credit Facilities as a result of the occurrence of an Event of Default), Debtors will pay to each Lender as a Prepayment Premium an amount equal to TWO PERCENT (2.00%) of the outstanding balance of the Advances made by such Lender under the Credit Facilities as of the termination date. Notwithstanding the foregoing, the Prepayment Premium shall not be applicable in the event that the Credit Facilities are terminated as a result of: (1) the implementation by a Government Authority of a regulatory or administrative change which materially impacts Debtors’ business or the Bank Programs; (2) termination of the Credit Facilities by Lenders other than termination as a result of an Event of Default; or the refinance of the Credit Facilities by a third-party as contemplated in Sections 2(c)(i) or 2(c)(ii) above. For the purposes of the calculation in this Section 2(c)(iii), the outstanding balance of the Tranche A Loans, Tranche B Loans and Tranche C Loans made by each Lender under each Credit Facility shall be the greater of (i) the then outstanding principal amount of the Advances made by such Lender under such Credit Facility; or (ii) the product of (A) 50% of the Borrowing Base (Tranche A), Borrowing Base (Tranche B) or Borrowing Base (Tranche C), as applicable, and (B) such Lender’s Commitment Percentage with respect to such Credit Facility.

(iv) From the Effective Date to the Cut Off Date, Lenders shall have the exclusive right to provide Debtors additional financing (upon not less than TEN (10) Business Days prior written request from any Debtor to Agent by increasing the Credit Facilities by an aggregate amount not to exceed FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00) on the terms and conditions set forth in the Loan Documents. Any such increase will be attributed to the Credit Facilities in the following proportions: Tranche A Facility: 37.5%; Tranche B Facility: 50.0%; Tranche C Facility: 12.5%. Agent may condition such increase in the Credit Facilities on Debtor and such other Persons as may be required by Agent executing and delivering to Agent such documents, agreements and instruments as Agent may reasonably require in connection with such increase in the

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

Credit Facilities. Nothing in this Section shall require Agent or any of the Lenders to increase the Credit Facilities.

(d) Funding .

(i) Request for Disbursement From Collection Accounts. Debtors shall submit to Agent, by not later than 11:00 a.m. (New York, New York time) on the date of the request for a disbursement from the Collection Accounts (each, a “ Disbursement ”), a written request (each a “ Disbursement Request ”) in the form attached hereto as Exhibit C. Each Disbursement Request shall: (1) specify the aggregate amount of the requested Disbursement; (2) include any documentation relating thereto as Agent may reasonably request; and (3) contain a certification from Debtors as to Bank Program Receivables being purchased with the proceeds of such Disbursement. Upon receipt of such Disbursement Request along with the information relating to the Disbursement as may be required by Agent, Agent will (so long as no Event of Default shall have occurred and be existing and, so long as Agent is reasonably satisfied with the information provided in the Disbursement Request) authorize the release of funds from the Collection Accounts by not later than 3:00 p.m. (New York, New York time) on the date such Disbursement Request is received by delivery of a countersigned Disbursement Request to the depository institution in which the Collection Accounts are maintained.

(ii) Requests For Advances . Debtors may request Advances in accordance with the terms of this Agreement, which Advances shall be deposited by Agent into the Collection Accounts. Debtors shall submit to Agent, by not later than 12:00 Noon (New York, New York time) on the date which is THREE (3) Business Days prior to the proposed date of the Advance (or such shorter period as Agent is willing to accommodate, but in no event later than 12:00 Noon (New York, New York time) on the Business Day prior to the proposed date of the requested Advance), a request for Advance substantially the form attached hereto as Exhibit D (a “ Notice of Borrowing ”) . Such Notice of Borrowing shall be irrevocable and shall specify: (1) the principal amount of each Advance, together with any documentation relating thereto as Agent may reasonably request; including, but not limited to, a Borrowing Base Certificate; and (2) the proposed date of the Advance(s). Each request for an Advance hereunder must be for a minimum of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00) , and a request for Advances may not be made more often than once during any calendar week. Debtors shall be responsible to insure that sufficient balances are maintained in their respective Collection Accounts; Agent and Lenders having no obligation to make any Advance with respect to any Credit Facility more than once during any calendar week. Borrower shall not be required to, but may in its discretion, include in any Notice of Borrowing a request for a Tranche C Loan. Each Notice of Borrowing shall include a request for a Tranche A Loan and a Tranche B Loan, according to the following ratio: (a) for a Tranche A Loan such ratio shall be: (i) Advance Rate – Tranche A; divided by (ii) the sum of Advance Rate – Tranche A plus Advance Rate – Tranche B; and (b) for a Tranche B Loan such ratio shall be: (i) Advance Rate – Tranche B; divided by (ii) the sum of Advance Rate – Tranche A plus Advance Rate – Tranche B. For greater clarity, Debtors request an Advance of $1,000,000, such Advance shall be calculated as follows:

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

Tranche A Loan: (40%)/(40%+45%) x $1,000,000 = $470,588.24

Tranche B Loan: (45%)/(40%+45%) x $1,000,000 = $529,411.76.

The maximum amount of Tranche C Loans that may be requested in connection with the request for the foregoing Tranche A Loan and Tranche B Loan would be $117,647 (assuming a Borrowing Base of $1,176,470.59).

(iii) No Liability For Honoring Requests. Lenders and Agent shall have no liability to Debtors for any loss or damage suffered by Debtors as a result of Agent and Lenders honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Agent by Debtors and Agent shall have no duty to verify the origin of any such communication or the identity or authority of the Person sending it. Subject to the terms and conditions of this Agreement, each Advance under this Section shall (unless otherwise provided) be made available to Debtors by depositing the same, in immediately available funds into the Collection Accounts.

(iv) Obligations of Lender. Each Lender shall make its Advance with respect to a Loan available on the proposed dates thereof pursuant to Section 2(d)(ii) by depositing or causing to be deposited the ratable portion of such Advance in immediately available funds not later than 3:00 p.m. (New York, New York time) in the Collection Accounts. If a requested Advance shall not occur on the Effective Date or any date specified by Debtors as set forth in the applicable request for such Advance, as the case may be, because all of the conditions for such Advances as set forth herein or in any of the other Loan Documents shall not have been met, Agent shall return the amounts so received from Lenders in respect of such requested Advance to the applicable Lenders as soon as practicable.

(e) Use of Proceeds. The Advances under the Credit Facilities shall be disbursed by Debtors to: (a) refinance that certain Loan and Security Agreement dated as of June 5, 2019, by and among Opus I, the lenders who are party thereto, and Agent (the “ Existing Facility ”); (b) fund (i) Opus I to purchase Bank Program Receivables from the Bank Partner 1 and (ii) Opus II to purchase Bank Program Receivables from the Bank Partner 2; (c) pay costs and expenses associated with this transaction; (d) to pay fees due pursuant to this Agreement or the Bank Programs; and (e) for the general business purposes of Debtors (the “ Permitted Uses ”) .

(f) Fees.

(i) Unused Facility Fee. Commencing on the date that is NINETY (90) days from the Effective Date, and continuing through the Maturity Date, Debtors shall pay each Lender an unused facility fee (the “ Unused Facility Fee ”) on the daily average unused amount of such Lender’s Commitment under each Credit Facility (or the increased amount, if applicable), at the rate of at the rate of *** per annum of such Credit Facility, in each case based on a THREE HUNDRED SIXTY (360) day year and the actual number of days elapsed. The Unused Facility Fee

[Redacted Competitively Sensitive and Prejudicial Information]

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

shall be payable in arrears for the immediately preceding month on each Payment Date (as hereinafter defined) and on the Maturity Date. Notwithstanding the foregoing, no Unused Facility Fee shall be payable (A) to any Defaulting Lender during the period of any Funding Default; or (B) to any Lender with respect to any unused amounts of a Credit Facility that are unused after the Cut Off Date.

(ii) Asset Management Fee. Debtors shall pay to Bastion Management II LLC an aggregate asset management fee equal to *** per calendar quarter commencing on the FIRST (1[st] ) Payment Date of the calendar quarter immediately following the Effective Date.

[Redacted Competitively Sensitive and Prejudicial Information]

(g) Minimum Amounts of Voluntary Principal Prepayments . Each voluntary partial prepayment of principal of the Credit Facilities shall be in an aggregate amount of at least FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) and any amounts in excess of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) shall be made in integral multiples of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) ; provided that each voluntary prepayment of principal shall be allocated among the Credit Facilities ratably based on the aggregate principal amounts outstanding thereunder.

3. Note, Rate and Computation of Interest .

(a) Note . Each Credit Facility shall be evidenced by Notes in the form attached hereto as Exhibit E, duly executed by Debtors and payable to the order of the applicable Lenders for such Lender’s Tranche A Commitment, Tranche B Commitment and Tranche C Commitment, as applicable. Interest on each Note shall accrue at the Rates set forth therein. The principal of and interest on each Note shall be due and payable in accordance with the terms and conditions set forth in such Note and in this Agreement. In the event that Debtors shall fail to make a payment of interest which shall be due and owing under any Note when due, Lenders may make an Advance under the applicable Credit Facility to pay interest then owing regardless of whether Debtors shall have specifically requested an Advance of such amount. Any such Advance, if made, shall be added to the outstanding principal balance of the Indebtedness under such Credit Facility. The authorization, however, shall not obligate Lenders to make disbursements for interest payments, nor shall it prevent Debtors from paying accrued interest from its other funds. Agent shall render to Debtors each month a statement of Debtors’ account of all transactions, which shall be deemed to be correct and accepted by and be binding upon Debtors unless Agent receives a written statement of Debtors’ exceptions to such account statement within THIRTY (30) days after such statement was rendered to Debtors.

(b) Increased Cost and Reduced Return: Capital Adequacy; Inability to Determine LIBOR .

(i) 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 (except any reserve requirement reflected in the definition of LIBOR); (ii)

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

subject any Lender to any taxes; or (iii) impose on any Lender or the London interbank market any other condition, cost or expense (other than taxes) affecting this Agreement or the Credit Facilities; and the result of any of the foregoing shall be to materially increase the cost to any Lender of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any Loan, or to materially reduce the amount of any sum received or receivable by any Lender (whether of principal, interest or any other amount) then, upon request of Agent, Debtors will pay to Agent (for the benefit of any such Lender) such additional amount or amounts as will reasonably compensate such Lender for such additional costs incurred or reduction suffered.

(ii) If Agent determines that any change in law affecting any Lender or any lending office of any Lender regarding capital or liquidity requirements, has or would have the effect of materially reducing the rate of return on any Lender’s capital, as a consequence of this Agreement, to a level below that which such Lender could have achieved but for such change in law (taking into consideration Lender’s policies with respect to capital adequacy), then from time to time Debtors will pay to Agent such additional amount or amounts as will reasonably compensate such Lender for any such reduction suffered.

(iii) A certificate of Agent setting forth the amount or amounts necessary to compensate any Lender as specified in paragraph (a) or (b) of this Section, and delivered to Debtors, shall be conclusive absent manifest error. Debtors shall pay Agent the amount shown as due on any such certificate within TEN (10) Business Days after receipt thereof.

(iv) Failure or delay on the part of Agent to demand compensation pursuant to this Section shall not constitute a waiver of Agent’s right to demand such compensation; provided that Debtors shall not be required to compensate Agent pursuant to this Section for any increased costs incurred or reductions suffered more than SIX (6) months prior to the date that Agent notifies Debtors of the change in law giving rise to such increased costs or reductions, and of Agent’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

(v) For purposes of calculating amounts payable by Debtors to Agent under this Section, each Lender shall be deemed to have funded (without any obligation to do so) each LIBOR Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period of each such LIBOR Loan.

(vi) Whenever a Loan shall be bearing interest at LIBOR, Debtors shall, within TEN (10) Business Days after notice, pay to Agent amounts determined in the good faith judgment of Agent, to compensate Lenders for any cost of redeploying funds in connection with any repayment (whether voluntary or involuntary) of any portion of the Loan. A certificate by Agent as to the amount of any such amount furnished to Debtors by Agent shall be conclusive and binding in the absence of a demonstrable error.

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(vii) If Agent, in its reasonable discretion, shall have determined that: (i) by reason of circumstances affecting the interbank LIBOR market, adequate and reasonable means do not exist for ascertaining LIBOR; (ii) LIBOR does not adequately and fairly reflect the effective cost to Lenders of funding a Loan at LIBOR; or (iii) the making, maintenance or funding of a LIBOR Loan has been made impractical or unlawful or LIBOR has been discontinued or is no longer in use, then, and in any such event, Agent may notify Debtors of such determination and Agent shall thereafter utilize a comparable or successor rate to LIBOR (as agreed by Agent and Debtors).

(viii) Notwithstanding anything in this Section 3(b) to the contrary, in the event that Agent determines by written notice to Debtors that any change in law affecting any Lender, or any lending office of any Lender, regarding capital or liquidity requirements, has or would have the effect of materially reducing the rate of return on any Lender’s capital, as a consequence of this Agreement, to a level below that which such Lender could have achieved but for such change in law, then so long as no Default or Event of Default is continuing, Debtors may terminate this Agreement within TEN (10) Business Days of any such determination without the payment of the Make Whole Fee under Section 2(c)(i) and/or Prepayment Premium under Section 2(c)(iii) above.

4. Collateral .

(a) Grant of Security Interest . As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Indebtedness; (a) each Debtor hereby pledges to and grants Agent for the benefit of Lenders, a security interest in, all of such Debtor’s right, title and interest in the Collateral, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and (b) Beneficial Interest Holder hereby pledges to and grants Agent for the benefit of Lenders, a security interest in, all of such Beneficial Interest Holder’s right, title and interest in the Beneficial Interest Holder Collateral, whether now owned by such Beneficial Interest Holder or hereafter acquired and whether now existing or hereafter coming into existence.

(b) Additional Documents . To secure full and complete payment and performance of the Indebtedness, each Debtor shall execute and deliver or cause to be executed and delivered all of the Loan Documents reasonably required by Agent. Each Debtor shall execute and cause to be executed such further documents and instruments that are consistent with this Agreement, as Agent, in its commercially reasonable discretion, deems necessary or desirable to create, evidence, preserve, and perfect its liens and security interests in the Collateral. In the event any of the Loan Documents evidencing or securing the Indebtedness misrepresents or inaccurately reflects the correct terms and/or provisions of the Indebtedness, each Debtor shall upon request by Agent and in order to correct such mistake, execute such new documents or initial corrected, original documents as Agent may deem necessary to remedy said errors or mistakes. Each Debtor shall execute such other documents as Agent shall deem reasonably necessary to correct any defects or deficiencies in the Loan Documents. A Debtor’s failure to execute such documents as requested within FIVE (5) Business Days of the date of such request shall constitute an

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

Event of Default under this Agreement. In addition, each Debtor shall notify Agent of any material non-compliance in respect of the representations, warranties and covenants contained in this Agreement with respect to a Bank Program Receivable.

(c) Debtors Remain Liable . Notwithstanding anything to the contrary contained herein:(i) Each Debtor shall remain liable under the contracts and agreements included in the Collateral pledged by it to the extent set forth therein to perform all of such Debtor’s duties and obligations thereunder to the same extent as if this Agreement had not been executed; (ii) the exercise by Agent (on behalf of Lenders) of any of its rights hereunder shall not release either Debtor from any of its duties or obligations under the contracts and agreements included in the Collateral pledged by such Debtor; and (iii) Agent and Lenders shall not have any obligation or liability under any of the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lenders or any Agent be obligated to perform any of the obligations or duties of Debtors thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

(d) Payments . Each Debtor shall cause all payments received by or on behalf of such Debtor in connection with a Bank Program Receivable owned by such Debtor to be deposited into the Collection Accounts of such Debtor. On Monday (or such other day of the week as may be agreed in writing between Debtors and Agent from time to time) of each calendar week if such day shall be a Business Day or of the FIRST (1st) Business Days immediately following such date (each such date to be a “ Payment Date ”) the balance of the Collection Accounts of each Debtor shall be distributed for payment of such sums as are set forth below. “ Cleared Payments ” means payments received in connection with a Bank Program Receivable owned by a Debtor, and which payments are no longer subject to any notice of return by any financial institution (other than a notice of unauthorized transaction, commonly referred to as an R10 pursuant to NACHA guidelines) which in majority of cases all payments typically clear any financial institution and become Cleared Payments within THREE (3) Business Days of deposit. Prior to the occurrence of a Default or an Event of Default, Veritex Bank shall cause payments (less the provision for accrued payments as agreed to with Agent from time to time) on deposit in such Debtor’s Collection Accounts to be distributed in accordance with the following priorities:

(i) to the Trustee, for fees and ordinary expenses due and payable by such Debtor under Article 9 of the Trust Agreement governing such Debtor;

(ii) To the financial institution holding such Debtor’s Collateral Deposit Account for any fees, costs and expenses relating to such Collateral Deposit Account as are due and owing; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such fees, costs and expenses from the amount distributed to such Debtor for payment to such financial institution;

(iii) To pay all third-party servicing costs and expenses of such Debtor with respect to such Debtor’s Bank Program Receivables as may be permitted hereunder and as shall be due and owing to Backup Servicer or any successor Backup Servicer; provided that if such amount is not then due and owing, Agent shall reserve the accrued

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

amount of such fees, costs and expenses from the amount distributed to such Debtor for payment to Backup Servicer;

(iv) To the payment of any accrued and unpaid fees and expenses due and owing by such Debtor to Lenders and Agent in respect of Tranche A Loans; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such fees and expenses from the amount distributed to such Debtor for payment in accordance with the terms of the Loan Documents;

(v) To the payment of any accrued and unpaid fees and expenses due and owing by such Debtor to Lenders and Agent in respect of Tranche B Loans; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such fees and expenses from the amount distributed to such Debtor for payment in accordance with the terms of the Loan Documents;

(vi) To the payment of any accrued and unpaid fees and expenses due and owing by such Debtor to Lenders and Agent in respect of Tranche C Loans; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such fees and expenses from the amount distributed to such Debtor for payment in accordance with the terms of the Loan Documents;

(vii) To the payment of any interest due and owing by such Debtor to Lenders in respect of Tranche A Loans; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such interest from the amount distributed to such Debtor for payment in accordance with the terms of the Loan Documents;

(viii) To the payment of any interest due and owing by such Debtor to Lenders in respect of Tranche B Loans; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such interest from the amount distributed to such Debtor for payment in accordance with the terms of the Loan Documents;

(ix) To the payment of any interest due and owing by such Debtor to Lenders in respect of Tranche C Loans; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such interest from the amount distributed to such Debtor for payment in accordance with the terms of the Loan Documents;

(x) To the extent there exists any Overadvance, to prepay principal on

the Tranche A Loans;

(xi) To the extent there exists any Overadvance, to prepay principal on the Tranche B Loans;

(xii) To the extent there exists any Overadvance, to prepay principal on the Tranche C Loans;

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(xiii) If Trustee is a named party in any litigation associated with the Debtors, to fund a reserve with respect to such Debtor of up to $100,000.00 to be held in a manner satisfactory to Agent in its sole discretion;

(xiv) To such Debtor’s Collection Accounts to replenish the balance thereof as may be agreed by the parties from time to time;

(xv) To the Trustee, for extraordinary fees and indemnities due under Article 9 of the Trust Agreement governing such Debtor; and

(xvi) The remaining balance shall be distributed to such Debtor.

After the Cut Off Date or the occurrence of a Default or an Event of Default, and during the continuation thereof, Veritex Bank shall cause sums on deposit in the Collateral Deposit Accounts to be distributed in accordance with the following priorities:

(i) To the Trustee, for fees and ordinary expenses due and payable by such Debtor under Article 9 of the Trust Agreement governing such Debtor;

(ii) To the Trustee, for extraordinary fees and any indemnities due under Article 9 of the Trust Agreement governing such Debtor, up to a maximum of up one hundred thousand dollars ($100,000), only in the event that there are: (a) insufficient funds in the reserve account held by Parent at Wilmington Savings Fund Society, FSB (“ WSFS ”), pursuant to that certain side Letter of Indemnity between WSFS and Parent dated as of event date herewith, and (b) WSFS has not been able to collect such funds owed pursuant to that certain side Letter of Indemnity within 30 days of notification, and (c) Trustee has provided Agent with documented evidence of their inability to satisfy their liabilities from Parent directly;

(iii) To the financial institution holding such Debtor’s Collateral Deposit Account for any fees, costs and expenses relating to such Collateral Deposit Account as are due and owing; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such fees, costs and expenses from the amount distributed to such Debtor for payment to such financial institution;

(iv) To pay all third-party servicing costs and expenses of such Debtor with respect to such Debtor’s Bank Program Receivables as may be permitted hereunder and as shall be due and owing to Backup Servicer or any successor Backup Servicer; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such fees, costs and expenses from the amount distributed to such Debtor for payment to Backup Servicer;

(v) To the payment of any accrued and unpaid fees and expenses due and owing by such Debtor to Lenders and Agent in respect of Tranche A Loans; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such fees and expenses from the amount distributed to such Debtor for payment in accordance with the terms of the Loan Documents;

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(vi) To the payment of any interest due and owing by such Debtor to Lenders in respect of Tranche A Loans; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such interest from the amount distributed to such Debtor for payment in accordance with the terms of the Loan Documents;

(vii) To the extent there exists any Overadvance, to prepay principal on

the Tranche A Loans;

(viii) To the payment of any principal owing to Lenders by such Debtor in respect of Tranche A Loans made to such Debtor;

(ix) To the payment of any accrued and unpaid fees and expenses due and owing by such Debtor to Lenders and Agent in respect of Tranche B Loans; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such fees and expenses from the amount distributed to such Debtor for payment in accordance with the terms of the Loan Documents;

(x) To the payment of any interest due and owing by such Debtor to Lenders in respect of Tranche B Loans; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such interest from the amount distributed to such Debtor for payment in accordance with the terms of the Loan Documents;

(xi) To the extent there exists any Overadvance, to prepay principal on the Tranche B Loans; (xii) To the payment of any principal owing to Lenders by such Debtor in respect of Tranche B Loans made to such Debtor;

(xiii) To the payment of any accrued and unpaid fees and expenses due and owing by such Debtor to Lenders and Agent in respect of Tranche C Loans; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such fees and expenses from the amount distributed to such Debtor for payment in accordance with the terms of the Loan Documents;

(xiv) To the payment of any interest due and owing by such Debtor to Lenders in respect of Tranche C Loans; provided that if such amount is not then due and owing, Agent shall reserve the accrued amount of such interest from the amount distributed to such Debtor for payment in accordance with the terms of the Loan Documents;

(xv) To the extent there exists any Overadvance, to prepay principal on the Tranche C Loans; (xvi) To the payment of any principal owing to Lenders by such Debtor in respect of Tranche C Loans made to such Debtor;

(xvii) To the Trustee, for extraordinary fees and any indemnities due under Article 9 of the Trust Agreement governing such Debtor;

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(xviii) To the extent any Indebtedness of the other Debtor is outstanding and owing to any Lenders, to such Lenders owed such Indebtedness pursuant to such Debtor’s guarantee and in the priority provided therefor in this Section 4(d); and

(xix) The remaining balance shall be distributed to such Debtor.

No Debtor shall permit any disbursement or transfer of proceeds from or between any of the Collection Accounts except as expressly set forth in this Section 4(d).

(e) Satisfaction of Indebtedness . Until the Indebtedness has been Indefeasibly Paid and fully satisfied (other than contingent indemnification obligations to the extent no unsatisfied claim has been asserted) and the commitments of Lenders under the Credit Facilities have been terminated, Agent shall be entitled to retain the security interests in the collateral granted under the Loan Documents and the ability to exercise all rights and remedies available to Lenders or Agent under the Loan Documents and applicable laws.

5. Conditions Precedent .

(a) The obligation of Lenders to make Advances under the Credit Facilities is subject to the condition precedent that Agent shall have received, on or before the date that is THIRTY (30) days after the Effective Date, all of the following, each in form and substance satisfactory to Agent:

(i) Closing Certificate. A CERTIFICATE OF TRUSTEE, which certifies: (1) certificates of the appropriate government officials of the state or jurisdiction of formation of Debtors, and any state any Debtor is currently doing business as to the existence, qualification and good standing of such Debtor, dated no more than THIRTY (30) days prior to the Effective Date; (3) the true and correct Organizational Documents of each Debtor and any governing body of each Debtor; (4) the names of the individuals or other Persons authorized to sign the Loan Documents that any Debtor is a party to, together with specimen signatures of such Persons; and (5) that each Debtor shall be Solvent.

(ii) CLOSING CERTIFICATE of an officer or trustee of Beneficial Interest Holder, or an officer of the governing body of Beneficial Interest Holder, which certifies: (1) the resolutions of Beneficial Interest Holder authorizing the execution, delivery, and performance of the Loan Documents that Beneficial Interest Holder is a party to; (2) certificates of the appropriate government officials of the state or jurisdiction of formation of Beneficial Interest Holder and any governing body of Beneficial Interest Holder, and any state any Beneficial Interest Holder is currently doing business as to the existence, qualification and good standing of Beneficial Interest Holder, dated no more than THIRTY (30) days prior to the Effective Date; (3) the true and correct Organizational Documents of Beneficial Interest Holder and any governing body of Beneficial Interest Holder; (4) the names of the individuals or other Persons authorized to sign the Loan Documents that Beneficial Interest Holder is a party to, together with specimen signatures of such Persons; and (5) that Beneficial Interest Holder shall be Solvent.

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(iii) Loan Documents. The Loan Documents executed by Debtors or any other Person party thereto.

(iv) Financing Statements . Code financing statements covering the Collateral naming Debtors as debtor and Agent as secured party shall have been filed with such filing officers as Agent may request. Code financing statements covering the Beneficial Interest Holder Collateral naming Beneficial Interest Holder as debtor and Agent as secured party shall have been filed with such filing officers as Agent may request.

(v) Deposit Account Control Agreements. Agent shall have received fully executed Deposit Account Control Agreements with respect to each Collateral Deposit Account (other than Opus II’s Collateral Deposit Account held at First Electronic Bank).

(vi) Uniform Commercial Code Search. The results of a Code search showing all financing statements and other documents or instruments on file against Debtors and Beneficial Interest Holder in such locations as Agent may reasonably request, such search to be as of a date no more than TEN (10) days prior the Effective Date.

(vii) Fees and Expenses. Evidence that the costs and expenses of Lenders and Agent (including reasonable out-of-pocket attorneys’ fees and any and all due diligence fees incurred by Lenders and/or Agent) and all fees owing to Lenders and Agent, all of which shall not exceed ONE HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS ($120,000.00), shall have been paid in full by Debtors.

(viii) Certain Agreements. (1) The form of the Bank Program Consumer Contracts used by Bank Partner 1 and Bank Partner 2 and (2) fully executed copies of agreements listed on Schedule VIII.

(ix) Opinion of Counsel. The opinion of counsel on behalf of Debtors as to: (1) the existence and due organization of Debtors; (2) the due authorization and execution of the Loan Documents; (3) the enforceability of the Loan Documents; (4) the perfection of Agent’s security interest in the Collateral and Beneficial Interest Holder Collateral; (5) regulatory matters relating to the compliance by Debtors and the Bank Program Consumer Contracts with Consumer Financial Services Laws as may be required by Agent (which opinion as to regulatory matters may be in the form of a legal memorandum); (5) a true sale opinion, and (6) such other matters as may be reasonably requested by Agent and its counsel.

(x) Refinancing. Reasonably satisfactory evidence that prior to, or substantially simultaneously with, the initial Advances hereunder, all amounts owing by Opus I under the Existing Facility shall have been indefeasibly repaid in full and all commitments, security interests and guarantees in connection therewith shall have been terminated.

(xi) Backup Servicer Agreement . A true, correct and complete duly executed copy of an agreement with a backup servicing agent (the “ Backup Servicer ”),

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

such agreement and servicing agent to be acceptable to Agent in the exercise of its commercially reasonable discretion, to service the Bank Program Receivables in accordance with the Servicing Standards and all applicable Consumer Financial Services Laws.

(xii) Other Matters. Such other documents and agreements as may be required by Agent in its commercially reasonable discretion.

(b) All Advances. The obligation of Lenders to make any Advance shall be subject to the conditions precedent set forth in Section 5(a), and the following additional conditions precedent:

(i) Request for Loan. Agent shall have received in accordance with this Agreement, a request for an Advance in form and content satisfactory to Agent in its commercially reasonable discretion dated as of the date of request and executed by an authorized Person on behalf of the applicable Debtor.

(ii) No Default. Etc. (1) No Default, Event of Default or event which could reasonably be expected to have a Material Adverse Effect shall have occurred and be continuing, or would result from or after giving effect to such Advance; and (2) there has been no material adverse change in the financial condition, business affairs or operations of either Debtor since the Effective Date.

(iii) Representations and Warranties. All of the representations and warranties contained in the Loan Documents shall be true and correct in material respects on and as of the date of such Advance with the same force and effect as if such representations and warranties had been made on and as of such date.

(iv) Due Diligence. Agent shall have completed its business, legal and collateral due diligence with respect to Debtors, Bank Partner 1, Bank Partner 2, the Bank Programs, Bank Program Receivables and the Bank Program Consumer Contracts and the results thereof shall be acceptable to Agent, in its commercially reasonable discretion.

Lenders, Agent, and Debtors acknowledge that: (a) certain items set forth in this Section 5 may not be delivered by the Effective Date; (b) that the failure to deliver such items shall not constitute a waiver of such conditions; and (c) delivery of such items shall be due on demand, unless the delivery of such items has been deferred pursuant to a written agreement binding on the parties.

6. Representations and Warranties. Each Debtor and the Beneficial Interest Holder hereby represents and warrants, and upon each request for an Advance by a Debtor, represents and warrants to Lenders and Agent as follows:

(a) Existence. Such Debtor: (i) is each duly organized, validly existing, and in good standing under the laws of the jurisdiction of its respective organization; (ii) has all requisite power and authority to own its assets and carry on its business as now being or as proposed to be conducted; and (iii) is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary and where failure to so qualify

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

would have a Material Adverse Effect. Such Debtor has the power and authority to execute, deliver, and perform its obligations under the Loan Documents to which it is or may become a party. The legal name, federal tax identification number and state of organization and the states in which such Debtor is qualified to do business is set forth below:

LEGAL NAME	FEDERAL TAX IDENTIFICATION NUMBER	STATE OF ORGANIZATION	QUALIFICATION	[Redacted Competitively Sensitive and Prejudicial Information]
OPUS TRUST I	***	Delaware	Delaware
OPUS TRUST II	***	Delaware	Delaware

(b) Binding Obligations. The execution, delivery and performance of the Loan Documents by such Debtor has been duly authorized by all necessary action by such Debtor, and constitute legal, valid and binding obligations of such Debtor, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights and except to the extent specific remedies may generally be limited by equitable principles.

(c) No Consent . The execution, delivery and performance of the Loan Documents, and the consummation of the transactions contemplated thereby, do not: (i) conflict with, result in a violation of, or constitute a default under (1) any provision of the Organizational Documents (if any) or other instrument binding upon such Debtor, (2) to the knowledge of such Debtor after due inquiry, violate any law, governmental regulation, court decree or order applicable to such Debtor, or (3) any contractual obligation, agreement, judgment, license, order or permit applicable to or binding upon such Debtor; (ii) require the consent, approval or authorization of any third party; or (iii) result in or require the creation of any lien, charge or encumbrance upon any property of such Debtor except as may be expressly contemplated in the Loan Documents.

(d) Financial Condition . Each financial statement of Company, Company Subsidiaries, MoneyKey Obligors, Parent and such Debtor supplied to Agent in accordance with GAAP fairly presents in all material respects, except for the absence of footnotes and year-end adjustments in the case of non-year end financials, such Person’s financial condition as of the date of each such statement. There has been no material adverse change in such financial condition or results of operations of Company, Company Subsidiaries, MoneyKey Obligors, Parent, nor such Debtor, in each case subsequent to the date of the most recent financial statement supplied to Agent.

(e) Operation of Business . Such Debtor possesses all contracts, licenses, permits, franchises, patents, copyrights, trademarks and tradenames, or rights thereto, necessary to conduct its respective business substantially as now conducted and as presently proposed to be conducted, and such Debtor is not in violation of any valid rights of others with respect to any of the foregoing, except any violations that could not reasonably be expected to have a Material Adverse Effect; including, but not limited to all licenses and permits required in connection with the Bank Program or Bank Program Receivables. The licenses and permits required of such Debtor with respect to the Bank

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

Program or Bank Program Receivables is set forth on Schedule IV hereto (the “ Required Licenses ”).

(f) Litigation and Judgments . There is no action, suit, investigation, or proceeding before or by any Governmental Authority or arbitrator pending, or to the knowledge of such Debtor, threatened against or affecting such Debtor or the Bank Program Receivables that would, if adversely determined, have a Material Adverse Effect. There are no outstanding judgments against such Debtor for which adequate reserves have not been made and which have not been disclosed to Agent in writing.

(g) Rights in Collateral; Liens . Such Debtor has good and indefeasible title to the Collateral pledged by it, and none of such Collateral is subject to any lien, except Permitted Encumbrances.

(h) Debt . Such Debtor has no Debt other than the Permitted Indebtedness.

(i) Disclosure . No statement, information, report, representation, or warranty made by such Debtor in the Loan Documents or furnished to Agent in connection with the Loan Documents or any of the transactions contemplated hereby contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to such Debtor which could reasonably be expected to have a Material Adverse Effect that has not been disclosed in writing to Agent.

(j) Agreements . Such Debtor is not a party to any indenture, loan, or credit agreement, or to any lease or other agreement or instrument, or subject to any charter or corporate or other organizational restriction which could reasonably be expected to have a Material Adverse Effect. Such Debtor is not in default in any material respect in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument material to its business including but not limited to any agreements related to its Bank Program. Schedule VIII sets forth a list of any material agreements with servicers or third-party lenders related to such Debtor’s Bank Program and shall be updated on Exhibit A of the next Compliance Certificate if any new agreements are added.

(k) Compliance with Laws . Such Debtor is not in violation of any law, rule, regulation, order, or decree of any Governmental Authority or arbitrator, the violation of which could reasonably be expected to have a Material Adverse Effect.

(l) Taxes; Governmental Charges . Such Debtor has filed all federal, state and local tax reports and returns required by any law or regulation to be filed by such Debtor and has either duly paid all taxes, duties and charges indicated due on the basis of such returns and reports, or made adequate provision for the payment thereof, and the assessment of any material amount of additional taxes in excess of those paid and reported is not reasonably expected.

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(m) Security Interest . Such Debtor has and will have at all times full right, power and authority to grant a security interest in the Collateral with respect to such Debtor to Agent in the manner provided herein, free and clear of any lien, security interest or other charge or encumbrance other than for the Permitted Encumbrances. Beneficial Interest Holder has and will have at all times full right, power and authority to grant a security interest in the Beneficial Interest Holder Collateral with respect to such Debtor to Agent in the manner provided herein, free and clear of any lien, security interest or other charge or encumbrance other than for the Permitted Encumbrances. This Loan Document creates a legal, valid and binding FIRST (1[st] ) priority security interest (subject to Permitted Encumbrances) in favor of Agent (for the benefit of Lender) in the Collateral and Beneficial Interest Holder Collateral with respect to such Debtor securing the Indebtedness. Possession by Agent of certain types of Collateral or Beneficial Interest Holder Collateral from time to time or the filing of the financing statements delivered prior hereto or concurrently naming such Debtor as debtor and Agent as secured party will perfect and establish the FIRST (1[st] ) priority of Agent’s security interest hereunder in the Collateral or the Beneficial Interest Holder Collateral (to the extent that perfection can be accomplished through the filing of a financing statement or the possession of such Collateral or Beneficial Interest Holder Collateral) other than for the Permitted Encumbrances. No financing statement describing all or any portion of the Collateral or Beneficial Interest Holder Collateral which has not lapsed or been terminated naming Debtor or Beneficial Interest Holder as debtor has been filed in any jurisdiction except financing statements naming Agent as secured party.

(n) Pledged Beneficial Interest . Schedule V sets forth a complete and accurate list of the Beneficial Interests owned by Beneficial Interest Holder and pledged hereunder. Beneficial Interest Holder is the direct and beneficial owner of the Beneficial Interest listed on Schedule V as being owned by it, free and clear of any liens or encumbrances, except for the security interest granted to Agent hereunder and except for Permitted Encumbrances.

(o) Use of Proceeds; Margin Securities . Such Debtor is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of regulations of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock.

(p) ERISA . Such Debtor has no employees employed in the United States of America and are therefore not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and published interpretations thereunder (“ ERISA ”) .

(q) Location . Such Debtor’s address for notice is the address set forth on the signature page. The office where the records concerning the Collateral of such Debtor is kept is: the address set forth on such Debtor’s signature page.

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(r) Material Adverse Change . There has been no material adverse change in such financial condition, business affairs or operations of such Debtor since the Effective Date.

(s) Solvency . On the Effective Date and on the date of each Advance hereunder, such Debtor is, and after giving effect to the Advance, will be, Solvent.

(t) Change of Control . Such Debtor shall not permit any change in Control of such Debtor without Unanimous Lender Approval.

7. Representations and Warranties Concerning the Collateral . Each Debtor and the Beneficial Interest Holder hereby represents and warrants and upon each request for an Advance by a Debtor represents and warrants to Lenders and Agent:

(a) Collateral . With respect to the Collateral or Beneficial Interest Holder Collateral with respect to such Debtor at the time such Collateral or Beneficial Interest Holder Collateral becomes subject to a lien in favor of Agent for the benefit of Lender, such Debtor and Beneficial Interest Holder covenant, represent and warrant: (i) such Debtor and/or Beneficial Interest Holder shall be the sole owner, free and clear of all liens (except for Permitted Encumbrances), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral or Beneficial Interest Holder Collateral respectively; (ii) such Debtor and Beneficial Interest Holder shall maintain books and records pertaining to such Collateral and the Beneficial Interest Holder Collateral in such detail, form and scope as Agent shall reasonably require in its commercially reasonable discretion; and (iii) Agent has (for the benefit of Lenders) a FIRST (1[st] ) priority perfected lien on such Collateral owned by such Debtor and the Beneficial Interest Holder Collateral owned by Beneficial Interest Holder (in each case, subject only to Permitted Encumbrances).

(b) No Adverse Selection . The Bank Program Receivables pledged to Agent by such Debtor have not been selected in a manner adverse to Lenders.

(c) Compliance with Laws; Enforceability; Modification: Required Documents, Etc . Each Bank Program Receivable purchased by such Debtor (i) has been purchased and serviced in compliance, in all material respects, with the Underwriting Guidelines, Servicing Standards and all requirements of all applicable Consumer Financial Services Laws; (ii) is genuine, valid, duly authorized, properly executed and enforceable in accordance with the terms set forth therein, without defense or offset; (iii) has not been modified, amended or had any requirements thereof waived except in writing and as authorized by the Underwriting Guidelines and Servicing Standards; (iv) complies with the terms of this Agreement; and (v) all documents relating to a Bank Program Receivable shall be legally sufficient and materially compliant under all applicable Consumer Financial Services Laws and shall be legally enforceable in accordance with their terms except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights and except to the extent specific remedies may generally be limited by equitable principles.

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(d) Collection Practices . The Servicing Standards with respect to each Bank Program Receivable purchased by such Debtor have been in all respects legal, proper, prudent and customary in the consumer lending industry for loans similar to those evidenced by the Bank Program Receivable.

(e) Bank Program Receivable . Each Bank Program Receivable purchased by such Debtor included in the Borrowing Base is an Eligible Bank Program Receivable.

8. Covenants . Until all Indebtedness of Debtors under the Loan Documents is Indefeasibly Paid or performed, and Lenders have no further commitment to lend under the Credit Facilities, each Debtor and the Beneficial Interest Holder agrees and covenants as follows with Agent and Lenders:

(a) Reporting Requirements . Such Debtor shall furnish or cause to be furnished to Agent:

(i) As soon as available, and in any event within THIRTY (30) days after the end of each calendar month commencing with the first calendar month ending after the Effective Date, internally prepared balance sheets, statements of operations and retained earnings and statements of cash flows of (A) such Debtor and Company, each on a consolidated basis; (B) 226 Holdings, on a consolidated basis; (C) MK Holdings, on a consolidated basis; and (D) Parent, on a consolidated basis, as at the end of such month, all in reasonable detail and certified by an authorized Person on behalf of each of them, as fairly presenting, in all material respects, their financial position as of the end of such month and the results of operations and cash flows of each for such month, in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments;

(ii) As soon as available, and in any event within FORTY-FIVE (45) days after the end of each calendar quarter, financial statements to include a balance sheet, income statement and cash flow statement of such Debtor, Company, Company Subsidiaries, and Parent on a consolidating and consolidated basis, as of the end of such calendar quarter, all in form and in reasonable detail satisfactory to Agent and duly certified (subject to year-end review adjustments) by a respective appropriate officer of each of them as being true and correct in all material aspects to the best of such officer’s knowledge (subject to year-end adjustments) and as having been prepared in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments;

(iii) (1) As soon as available, and in any event within NINETY (90) days after the end of each calendar year, balance sheets, statements of operations and retained earnings and statements of cash flows of such Debtor, Company, Company Subsidiaries, and Parent as at the end of such calendar year, on a consolidating and consolidated basis, which shall be internally prepared for each calendar year and duly certified by an appropriate officer of each of them as being true and correct in all material aspects to the best of such officer’s knowledge and as having been prepared in accordance with GAAP, and (2) as soon as available, and in any event within ONE HUNDRED FIFTY (150) days after the end of each calendar year of such Debtor, balance sheets, statements of operations and retained earnings and statements of cash flows of such Debtor, Company, Company

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

Subsidiaries, Parent, 226 Holdings and MK Holdings, as at the end of such calendar year, on a consolidated basis, audited by independent certified public accountants of recognized standing reasonably satisfactory to Agent;

(iv) Simultaneously with the delivery of the financial statements of such Debtor pursuant to Section 8(a)(i). such Debtor will provide Agent with a certificate showing compliance with all financial and operating covenants set forth in this Section 8 substantially in the form attached hereto as Exhibit F;

(v) Simultaneously with the delivery of the financial statements of such Debtor pursuant to Section 8(a)(i) and (ii), a certificate of an authorized Person on behalf of such Debtor, substantially in the form attached hereto as Exhibit F stating that such authorized Person has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under such Person’s supervision a review of the condition and operations of such Debtor during the period covered by such financial statements with a view to determining whether such Debtor was in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such authorized Person has no knowledge of, the existence during such period of an Event of Default or, if an Event of Default exists, describing the nature and period of existence thereof and the action which such Debtor proposes to take or have taken with respect thereto;

(vi) Simultaneously with the delivery of the financial statements of such Debtor pursuant to Section 8(a)(i), Bank Program Receivables cash flow / recovery performance reporting by each Vintage summarizing the performance of the Bank Program Receivables owned by such Debtor, cash flows, and such other information concerning such Bank Program Receivables as Agent may require in the exercise of its commercially reasonable discretion.

(vii) On each Business Day, delivery to Agent of the same reporting delivered to Bank Partner 1 or Bank Partner 2, as applicable, which includes, but is not limited to, (1) Bank Program Contracts originated by such Bank Partner; (2) any advances to Bank Consumer Obligors (3) Bank Program Receivables purchased; and (4) cash flows received pursuant to the Bank Program Receivables.

(viii) In connection with any Borrowing or Disbursement by such Debtor or, in the event a Borrowing or Disbursement by such Debtor has not occurred, as soon as available and in any event on or before MONDAY of each week, a Borrowing Base Certificate of such Debtor (in the form of Exhibit B), current as of the close of business on the last Business Day of the immediately preceding week, supported by schedules as may be required by Agent, including, but not limited to a list of all Bank Program Receivables of such Debtor which are Collateral;

(ix) Promptly after submission to any Governmental Authority, all documents and information furnished to a Governmental Authority in connection with any investigation of such Debtor with respect to a Bank Program Receivable subject to this Agreement other than routine inquiries by such Governmental Authority, provided in all

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

cases that the terms of any such investigation are permitted to be disclosed by such Debtor pursuant to any and all applicable laws, including but not limited to Consumer Financial Services Laws;

(x) As soon as possible, and in any event within FIVE (5) Business Days after the occurrence of an Event of Default, a Default or the occurrence of any event or development that has had or could reasonably be expected to have a Material Adverse Effect, the written statement of an authorized Person on behalf of such Debtor setting forth the details of such Event of Default, Default or other event or development having a Material Adverse Effect and the action which such Debtor proposes to take with respect thereto;

(xi) Promptly after the commencement thereof but in any event not later than FIVE (5) Business Days after service of process with respect thereto on, or the obtaining of knowledge thereof by such Debtor, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, if adversely determined, could reasonably be expected to have a Material Adverse Effect;

(xii) Promptly notify Agent of (1) the failure of any Bank Program Receivable owned by such Debtor that is included in the Borrowing Base to satisfy the requirements of this Agreement for inclusion in the Borrowing Base (which notice for purpose of this Section shall be deemed given by delivery the Borrowing Base Certificate), or (2) the occurrence of a default by such Debtor in the performance of any material obligations with respect to the Bank Program Receivables;

(xiii) Promptly notify Agent of any material adverse change in such financial condition, business affairs or operations of such Debtor and all claims made against such Debtor that that could reasonably be expected to have a Materially Adverse Effect on the financial condition, business affairs or operations of such Debtor;

(xiv) As soon as available, but in any event within THIRTY (30) days of filing (but in no event by later than NOVEMBER 30 of the calendar year immediately following the year for which such tax returns are filed), a copy of annual income tax returns for such Debtor, Company and Parent; and

(xv) Promptly upon request, such other information concerning the condition or operations, financial or otherwise, of such Debtor or the Bank Program Receivables as Agent may from time to time reasonably request in the exercise of its commercially reasonable discretion.

(b) Compliance with Laws. Such Debtor will comply in material respects with all applicable Consumer Financial Services Laws imposed by any Governmental Authority upon such Debtor, and its business, operations and properties where the failure to perform or comply could have a Material Adverse Effect; including, but not limited to the maintenance of the Required Licenses.

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(c) Deposit Account Control Agreements. Such Debtor shall maintain Deposit Account Control Agreements relating to each Collateral Deposit Account with each financial institution holding such accounts; provided that Opus II shall not be required to obtain a Deposit Account Control Agreement with respect its account at First Electronic Bank until the date that is 45 days after the Effective Date.

(d) Payment of Obligations. Such Debtor will pay its obligations, including tax liabilities, that, if not paid, could become a lien on any of the Collateral, before the same shall become delinquent or in default, except where: (i) the validity or amount thereof is being contested in good faith by appropriate proceedings; and (ii) such Debtor has set aside on its books adequate reserves with respect thereto in accordance with GAAP.

(e) Maintenance and Conduct of Business. Such Debtor will: (i) keep, maintain and preserve all property and assets material to the conduct of its business; and (ii) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, agreements and franchises material to the conduct of its business. In the event that such Debtor seeks to include in the Borrowing Base any Bank Program Receivable entered into with Bank Consumer Obligors residing in any state other than the Eligible States, prior to the inclusion of such Bank Program Receivables in the Borrowing Base, (I) such Debtor shall deliver to Agent (A) a certification of Counsel on behalf of such Debtor (acceptable to Agent in form and content) which certification shall include: (i) copies of all Required Licenses for such state; (ii) copies of the form Bank Program Consumer Contracts to be used in such state; and (iii) certification that the aforementioned Required Licenses are in good standing; and (iv) certification that the form Bank Program Consumer Contracts have been reviewed and approved by Bank, and that the same are compliant with all applicable Consumer Financial Services Laws and (B) a regulatory memorandum from outside counsel on any matters requested and in form and substance reasonably required by Agent in connection with the above, and (II) such Debtor shall have received Agent’s prior written consent. Notwithstanding the foregoing, Agent has the right to modify the definition of Eligible States from time to time by thirty (30) days prior written notice to Debtor. In the event that Agent modifies the definition of Eligible States, it is understood by Agent that such Debtor will still be required to service its respective outstanding Bank Program Receivables and/or Bank Program Consumer Contracts in such states.

(f) Books and Records; Inspection Rights . Such Debtor will keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Such Debtor will permit any representatives designated by Lenders or Agent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested but not to exceed FOUR (4) audits in the aggregate for both Debtors per calendar year. Such Debtor shall conduct or cause to be conducted such field audits or exams as may be reasonably required by Lenders or Agent with respect to the Bank Program Consumer

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

Contracts at the expense of such Debtor and which shall not exceed $100,000 on a yearly basis as set forth in Section 8(v)(iii).

(g) Compliance with Agreements . Such Debtor will comply, in all material respects with all material agreements, contracts and instruments binding on it or affecting the Collateral or its business.

(h) Notice of Indebtedness . Such Debtor will promptly inform Agent of the creation, incurrence or assumption by Debtor of any actual or contingent liabilities not permitted under this Agreement.

(i) Ownership and Liens . Such Debtor will maintain good and indefeasible title to the Collateral free and clear of all liens, security interests, encumbrances or adverse claims, except for Permitted Encumbrances. Such Debtor will cause any financing statement or other security instrument with respect to the Collateral to be terminated, except for Permitted Encumbrances. Such Debtor will defend at its expense the right, title and security interest of Agent (for the benefit of Lenders) in and to the Collateral against the claims of any third party.

(j) Collection Accounts . Such Debtor shall cause all payments relating to each Bank Program Receivable to be deposited into the Collection Accounts; notwithstanding the foregoing, payments relating to a Bank Program Receivable in which such Debtor cannot cause to be deposited directly into the Collection Accounts will not be a violation of this Section 8(j) so long as such payments are under an irrevocable direction to be swept into the Collection Account on a daily basis.

(k) Fundamental Change . Such Debtor will not: (i) make any material change in the nature of its business as carried on as of the date hereof; (ii) liquidate, merge or consolidate with or into any other Person; (iii) make a change in entity type or the jurisdiction in which it is organized; or (iv) permit the transfer of any equity interest in such Debtor without the prior written consent of Agent.

(l) Indebtedness . Such Debtor will not (without the prior written consent of Agent, such consent not to be unreasonably withheld or delayed) create, incur, assume or permit to exist any Debt except for the following (“ Permitted Indebtedness ”) :

(i) The Indebtedness created hereunder;

(ii) Debt incurred by such Debtor in the ordinary course of business not to exceed FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) in the aggregate outstanding at any time;

(iii) Trade and vendor payables incurred by such Debtor in the ordinary

course of business;

(iv) Other outstanding Debt of such Debtor existing on the date hereof and set forth in Schedule II hereto;

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(v) On or before the date of the first Advance, Debt of Opus I outstanding under the Existing Facility.

(m) Loans. Such Debtor will not make loans or guarantee any obligation of any other Person or entity other than loans or advances to employees of such Debtor not to exceed TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) in the aggregate outstanding at any time, including such loans and advances outstanding on the Effective Date.

(n) Transactions With Affiliates. Such Debtor will not enter into any transaction, including, without limitation, the purchase, sale or exchange of property or the rendering of any service, with any Affiliate of any Debtor, Parent, Company or Company Subsidiaries, except in the ordinary course of business and pursuant to the reasonable requirements of each Debtor’s business and upon fair and reasonable terms no less favorable to such Debtor than would be obtained in a comparable arm’s-length transaction with a Person or entity not an Affiliate of such Person.

(o) Dividends or Distribution. If a Default or Event of Default shall have occurred and be continuing, or would result from such payment, dividend or Distribution under this Section 8(o) or the Fixed Charge Coverage Ratio of either Debtor as of the trailing twelve (12) months immediately preceding such payment, dividend, or Distribution, calculated on a pro forma basis, shall not be equal to or greater than 1.50 to 1.00 , or an Overadvance exists or would exist after making such payment, dividend or Distribution (a “ Blockage Event ”), Parent will not: (i) declare or pay any dividend or other Distribution, direct or indirect, on account of any equity interest of Parent, now or hereafter outstanding; (ii) make any repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any equity interest of Parent, now or hereafter outstanding; (iii) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other rights for the purchase or acquisition of shares of any class of equity interest of Parent, now or hereafter outstanding; (iv) return any equity interest to any equity holders of Parent, or make any other Distribution of property, assets, shares of equity interest, warrants, rights, options, obligations or securities thereto as such; and (v) pay any management fees, servicing fees or any other fees or expenses (including the reimbursement thereof by Parent) pursuant to any management, consulting or other services agreement to any of the Affiliates, shareholders or other equity holders of Parent (a “ Dividend or Distribution Event ”) . For greater clarity, nothing in this Section 8(o) shall restrict Parent from making any intercompany payments among such Debtor, Company and Company Subsidiaries (including, but not limited to, service fees, management fees, etc.), transfers, dividends or distributions. TEN (10) days prior to any Dividend or Distribution Event, Parent shall certify in writing to Agent that a Blockage Event has not occurred, and such certification shall be accompanied by financial statements and calculations in reasonable detail necessary to demonstrate the accuracy of such certification.

(p) Transfer or Encumbrance. Such Debtor will not: (i) sell, assign (by operation of law or otherwise), transfer, exchange, lease or otherwise dispose of any of the

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

Collateral (except for dispositions by such Debtor in the ordinary course of business); (ii) create, grant or permit a lien or security interest to exist in any of the Collateral (other than Permitted Encumbrances) or execute, file or record any financing statement or other security instrument with respect to the Collateral other than as permitted hereunder; or deliver actual or constructive possession of any of the Collateral to any party other than Agent or a collateral agent pursuant to the written agreement of Agent. Such Debtor will not enter into any control agreement with respect to the post office boxes into which payments relating to Bank Program Receivables shall be sent or any of such Debtor’s depository accounts other than pursuant to a Deposit Account Control Agreement.

(q) Impairment of Security Interest . Such Debtor will not take any action that would in any manner impair the enforceability of Agent’s security interest in any Collateral.

(r) Compromise of Collateral . Such Debtor will not adjust, settle, compromise, amend or modify any Collateral, except an adjustment, settlement, compromise, amendment or modification in good faith and in the ordinary course of business and in accordance with the Servicing Standards; provided, however, this exception shall terminate following written notice from Agent upon the occurrence and during the continuation of an Event of Default. Such Debtor shall provide to Agent such information concerning: (i) any adjustment, settlement, compromise, amendment or modification of any Collateral; and any claim asserted by any account debtor for credit, allowance, adjustment, dispute, setoff or counterclaim, as Agent may request from time to time in the exercise of its commercially reasonable discretion.

(s) Limitations on Credit and Collection Policies . Such Debtor will not make or permit any material change in the Servicing Standards or the Underwriting Guidelines, which change would, based upon the facts and circumstances in existence at such time, reasonably be expected to Materially Adversely Effect on the collectability, credit quality or characteristics of the Bank Program Receivables, taken as a whole, or the ability of any Debtor to perform its obligations with respect to any Bank Program Receivable or the ability of Agent to exercise any of its rights and remedies, hereunder or under any other Loan Document (without the prior written consent of Agent, which consent shall not be unreasonably withheld, delayed or conditioned). Within TEN (10) Business Days of any material amendment or modification of the Servicing Standards or the Underwriting Guidelines, such Debtor shall provide Agent with a written copy of such modified Servicing Standards or Underwriting Guidelines.

(t) Subsidiaries: Operating Entities . As of the Effective Date, such Debtor has no operational Subsidiaries other than as set forth on Schedule VI. If any Subsidiary of such Debtor is formed or acquired after the Effective Date, such Debtor will notify Agent thereof and: (i) such Debtor will (if requested by Agent) cause such Subsidiary to guaranty the Indebtedness on terms and conditions acceptable to Agent within FIVE (5) Business Days after such Subsidiary is formed, acquired or becomes operational and promptly take such actions to create and perfect liens on such Subsidiary’s assets to secure the Indebtedness as Agent shall request in its commercially reasonable discretion; and (ii)

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

cause the equity interests in such Subsidiary to be pledged to Agent (for the benefit of Lenders) within FIVE (5) Business Days after such Subsidiary is formed or acquired. Such Debtor shall own ONE HUNDRED PERCENT (100%) of the stock or equity interests, as applicable, of any such Subsidiary free and clear of all liens, claims and encumbrances, except for liens in favor of Lenders.

(u) Certain Policies and Bond. Parent will at all times maintain an errors and omissions policy with a carrier acceptable to Agent designated for the Credit Facilities in the amount of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) pursuant to which Agent (for the benefit of Lenders) will be named both beneficiary and loss payee. Such Debtor will provide Agent with written evidence of policy renewal and payment of premiums within THIRTY (30) days of each anniversary of the Effective Date. Parent will at all times maintain a fidelity bond with carrier acceptable to Agent designated for the Credit Facilities in the amount of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) pursuant to which Agent (for the benefit of Lenders) will be named both beneficiary and loss payee. Such Debtor will provide Agent with written evidence of bond renewal and payment of premiums within THIRTY (30) days of each anniversary of the Effective Date. Agent reserves the right, in the exercise of its commercially reasonable business judgement, to increase the minimum fidelity bond amount upon not less than FIVE (5) Business Days prior written notice to such Debtor.

(v) Covenants with Respect to Bank Program Receivables . Each Debtor will (as applicable) and Beneficial Interest Holder will cause each Debtor (as applicable) to:

(i) maintain all licenses and permits required by applicable municipal, state and federal laws and/or regulations in connection with a Bank Program Receivable; including, but not limited to the Required Licenses; where the failure to maintain such licenses or permits could reasonably be expected to have a Material Adverse Effect with respect to the Bank Program Receivables.

(ii) maintain operations in a manner materially compliant with all Consumer Financial Services Law and shall provide to Agent a summary of each state or other governmental exam along with a certification by such Debtor as to material compliance with Consumer Financial Services Law, such certification to be substantially in the form attached hereto as Exhibit F; and

(iii) permit Agent at Debtor’s expense of up to $100,000 on a yearly basis to conduct or cause to be conducted an audit no more than FOUR (4) times in the aggregate for both Debtors per calendar year and which audit shall certify as to the ongoing material compliance with Consumer Financial Services Law with respect to Bank Program Receivables.

(w) Tangible Net Worth .

(i) Parent: Parent will (on a consolidated basis) maintain at all times a Tangible Net Worth equal to not less than TWENTY-FIVE PERCENT (25.00%) of the sum of (A) the outstanding principal balance of the Indebtedness under this Agreement

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

plus (B) to the extent not included in the Indebtedness under this Agreement, the outstanding principal balance of the Indebtedness under the MoneyKey Loan Agreement, (clauses (A) and (B) are collectively referred to herein as “ Consolidated Indebtedness ”) . For greater clarity, for the purposes of any Tangible Net Worth calculation, any subordinated indebtedness of Parent shall be considered as equity of Parent.

(ii) Beneficial Interest Holder: Beneficial Interest Holder will (on a consolidated basis) maintain at all times a Tangible Net Worth equal to not less than FIVE MILLION DOLLARS ($5,000,000.00).

(x) Minimum Liquidity . Until the Indebtedness is indefeasibly paid or performed, Parent (on a consolidated basis) shall maintain unencumbered cash and cash equivalents in excess of $2,500,000.00, to be calculated on a monthly basis in accordance with Section 8(a)(iv) above and shall maintain for each month a Minimum Liquidity Ratio greater than 1.50. “Minimum Liquidity Ratio” means the ratio of (i) total current assets less restricted cash and pledged contract balances, to (ii) accounts payable plus unpaid interest and fees.

(y) Maximum Leverage . Parent (on a consolidated basis) shall not permit its Leverage Ratio to be greater than 5.0. “ Leverage Ratio ” means (i) the total outstanding Consolidated Indebtedness divided by (ii) annual pre-tax earnings plus depreciation plus interest on a trailing TWELVE (12) month basis. For greater clarity, for the purposes of any Maximum Leverage calculation, any subordinated indebtedness of Parent shall be excluded from Consolidated Indebtedness.

(z) Minimum Net Income . Beneficial Interest Holder (on a consolidated basis) shall not permit its net income (in accordance with GAAP) on a trailing TWELVE (12) month basis to be less than ONE DOLLAR ($1.00).

(aa) Establishment of Collateral Deposit Account . On or before the Effective Date, such Debtor shall cause each Collateral Deposit Account (other than Opus II’s Collateral Deposit Account held at First Electronic Bank) to be subject to a Deposit Account Control Agreement. In the event that the Collateral Deposit Accounts (other than Opus II’s Collateral Deposit Account held at First Electronic Bank) shall not be subject to a Deposit Account Control Agreement on or before the Effective Date, Lenders shall have no obligation to make any Advances until each such Collateral Deposit Account shall be subject to a Deposit Account Control Agreement.

(bb) Instruments and Securities . Company and Beneficial Interest Holder will: (i) deliver to Agent immediately upon execution of this Agreement the originals of any certificates representing the Beneficial Interest Holder Collateral; (ii) hold in trust for Agent upon receipt and immediately thereafter deliver to Agent any future certificates representing Beneficial Interest Holder Collateral; and (iii) deliver to Agent (and thereafter hold in trust for Agent upon receipt and immediately deliver to Agent) any document evidencing or constituting Collateral or Beneficial Interest Holder Collateral.

(cc) Beneficial Interest .

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(i) Registration of Beneficial Interest . After the occurrence of an Event of Default, Company and Beneficial Interest Holder shall cause any registerable Beneficial Interest Holder Collateral to be registered in the name of Agent or its nominee.

(ii) Exercise of Rights in Pledged Beneficial Interest. Beneficial Interest Holder will permit Agent or its nominee at any time after the occurrence of an Event of Default, without notice, to exercise all voting and corporate rights relating to the Beneficial Interest Holder Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any corporate securities or other ownership interests or investment property in or of a corporation, partnership, statutory trust, joint venture or limited liability company constituting Beneficial Interest Holder Collateral as if it were the absolute owner thereof.

(dd) Subordinated Debt .

(i) Parent hereby covenants and agrees that no Person shall make any payment of interest on the Subordinated Debt unless prior to and after giving effect to such payment no Default or Event of Default shall have occurred and be continuing or would result from such payment.

(ii) Parent hereby covenants and agrees that, except for payments of interest on the Subordinated Debt in accordance with clause (i), the Subordinated Debt shall not be payable and no Person shall make any payment (whether of principal or otherwise) or other distribution of, on or with respect to any Subordinated Debt, unless Required Lenders have provided prior written consent thereof not to be unreasonably withheld and prior to and after giving effect to such payment or distribution (y) no Default or Event of Default shall have occurred and be continuing or would result from such payment or distribution and (z) the Fixed Charge Coverage Ratio of the Parent and its subsidiaries on a consolidated basis as of the trailing twelve (12) months immediately preceding such payment or distribution, calculated on a pro forma basis, shall be equal to or greater than 1.50 to 1.00. TEN (10) days prior to any payment or distribution under this clause (ii), Parent shall certify in writing to Agent that the conditions in (y) and (z) above are satisfied and such certification shall be accompanied by financial statements and calculations in reasonable detail necessary to demonstrate the accuracy of such certification.

(ee) Product Default Rates .

(i) Bank Program Consumer Contract First Payment Default Rate . With respect to its Bank Program Consumer Contracts, each Debtor shall not permit at any time, the Bank Program Consumer Contract First Payment Default Rate on a rolling THREE (3) month average basis with respect to such Debtor (on a consolidated basis) to be greater than *** which shall be tested on a monthly basis. As soon as available but in any event within FOURTEEN (14) Business Days after the end of each calendar month, each Debtor shall provide to Agent a report with respect to such Debtor’s Bank Program Consumer Contract First Payment Default Rate. “ Bank Program Consumer Contract First Payment Default Rate ” means the ratio of (i) *** (ii) *** and the Outstanding

[Redacted Competitively Sensitive and Prejudicial Information]

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

Principal Balance of the Bank Program Consumer Contracts originated by such Bank Partner that came due for the first time, following the origination of such Bank Program Consumer Contracts, in a given month, and for which a Consumer Obligor Payment Default occurred by the first due *** date for such Bank Program Consumer Contracts was , the Bank Program Consumer Contract *** First Payment Default Rate would equal .

[Redacted Competitively Sensitive and Prejudicial Information]

(ii) Bank Program Consumer Contract Marginal Default Rate.

With respect to Bank Program Consumer Contracts, each Debtor shall not permit at any time, the Bank Program Consumer Contract Marginal Default Rate of such Debtor on a rolling THREE (3) month average basis with respect to such Debtor to be greater than the Maximum Bank Program Consumer Contract Marginal Default Rate which shall be tested on a monthly basis. As soon as available but in any event within FOURTEEN (14) Business Days after the end of each calendar month, such Debtor shall provide to Agent a report with respect to the Bank Program Consumer Contract Marginal Default Rate. “ Bank Program Consumer Contract Marginal Default Rate ” is defined as (i) , divided by (ii) . “ Maximum Bank Program Consumer Contract Marginal Default Rate ” means ***

[Redacted Competitively Sensitive and Prejudicial Information]

(ff) Recovery Rate .

(i) After the SIXTH (6[th] ) Collection Period from the month in which a Bank Consumer Obligor Payment Default occurs under the Bank Program Consumer Contract Documents, each Debtor shall not permit the Recovery Rate for any Vintage (on a cumulative basis) to fall below * .**

[Redacted Competitively Sensitive and Prejudicial Information]

(ii) After the TWELFTH (12[th] ) Collection Period from the month in which a Bank Consumer Obligor Payment Default occurs under the Bank Program Consumer Contract Documents, each Debtor shall not permit the Recovery Rate for any Vintage (on a cumulative basis) to fall below ***.

[Redacted Competitively Sensitive and Prejudicial Information]

“ Recovery Rate ” means a ratio of (i) the monies collected from all Bank Program Consumer Contracts for which a Consumer Obligor Payment Default has occurred, to (ii) the Outstanding Principal Balance of all Bank Program Consumer Contracts for which a Consumer Obligor Payment Default has occurred. For purposes of this covenant, if in month ZERO (0), the Outstanding Principal Balance of all Bank Program Consumer Contracts, for which a Consumer Obligor Payment Default has occurred, is *** and by the end of month SIX (6) a cumulative of *** was collected from such Bank Program Consumer Contracts, then the Recovery Rate would equal ***.

[Redacted Competitively Sensitive and Prejudicial Information]

(gg) Grace Period for Bank Program Consumer Contracts . Each Debtor shall not be subject to the covenants set out in Section 8(dd) until such time as the Outstanding Principal Balance of the Bank Program Consumer Contracts is equal to or greater than * .**

[Redacted Competitively Sensitive and Prejudicial Information]

9. Rights of Lenders and Agent . Lenders and Agent shall have the rights contained in this Section at all times that this Agreement is effective.

(a) Financing Statements . Debtors hereby authorize Agent (for the benefit of Lenders) to file, without the signature of Debtors, one or more financing or continuation statements, and amendments thereto, relating to the Collateral and Beneficial Interest

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

Holder Collateral.

(b) Power of Attorney . So long as the Indebtedness shall be outstanding, each Debtor hereby irrevocably appoints Agent (for the benefit of Lenders) as such Debtor’s attorney-in-fact, such power of attorney being coupled with an interest, with full authority in the place and stead of such Debtor and in the name of such Debtor or otherwise, from time to time following the occurrence and during the continuation of an Event of Default in Agent’s commercially reasonable discretion, to take any action and to execute any instrument which Agent may deem necessary or appropriate to accomplish the purposes of this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until the Loan and other Indebtedness under the Loan Documents are paid in full and all of the Loan Documents are terminated.

(c) Performance by Agent . If any Debtor fails to perform any agreement or obligation provided for in any Loan Document, Agent (for the benefit of Lenders) may perform, or cause performance of, such agreement or obligation, and the expenses of Agent incurred in connection therewith shall be a part of the Indebtedness, secured by the Collateral and payable by Debtors on demand.

(d) Backup Servicing . From and after the occurrence and during the continuation of an Event of Default, Debtors shall (upon the written request of Agent) cause the Backup Servicer to service the Bank Program Receivables in accordance with the Servicing Standards and all applicable Consumer Financial Services Laws.

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(e) Collection of Bank Program Consumer Contracts; Management of Collateral . Except to the extent set forth in Section 9(b), nothing herein contained shall be construed to constitute Lenders or Agent as agent of either Debtor for any purpose whatsoever, and Lenders and Agent shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Lenders and Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Bank Program Receivables or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Lenders and Agent, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to Agent (for the benefit of Lenders) and shall not be responsible in any way for the performance by Debtors of any of the terms and conditions thereof.

10. Events of Default . Each of the following shall constitute an “ Event of Default ” under this Agreement:

(a) Payment Default . The failure, refusal or neglect of either Debtor to pay when due any part of the Indebtedness or other sums owing to Lenders or by either Debtor from time to time within TWO (2) Business Days of the date such amounts are due.

(b) Performance or Warranty Default . The failure of either Debtor to timely and properly observe, keep or perform any covenant, agreement, warranty or condition required herein or in any of the other Loan Documents, other than with respect to a payment default as set forth in Section 10(a), which is not cured within FIFTEEN (15) calendar days following the earlier of: (i) discovery by either Debtor of its non- compliance; or (ii) upon receipt of written notice from Agent to Debtors.

(c) Representations . Any representation contained herein or in any of the other Loan Documents made by either Debtor is false or misleading in any material respect and such representation shall remain false or misleading in any material respect for a period of FIFTEEN (15) calendar days following the earlier of: (i) discovery by either Debtor that such representation is false or misleading in any material respect; or (ii) upon receipt of written notice from Agent to either Debtor.

(d) Default Under Other Indebtedness. The occurrence of any event which results in the acceleration of the maturity of any indebtedness for borrowed money in an aggregate principal amount in excess of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) owing by Parent, either Debtor, Company or any Subsidiary of such Person to any third party under any agreement or understanding.

(e) Insolvency . If either Debtor, Parent, Company or any Subsidiary of any such Person: (i) becomes insolvent, or, with respect to a Debtor, such Debtor shall not be

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

Solvent, or makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due; (ii) generally is not paying its debts as such debts become due; (iii) has a receiver, trustee or custodian appointed for, or take possession of, all or substantially all of its assets, either in a proceeding brought by it or in a proceeding brought against it and such appointment is not discharged or such possession is not terminated within NINETY (90) days after the effective date thereof or it consents to or acquiesces in such appointment or possession; (iv) files a petition for relief under the United States Bankruptcy Code or any other present or future federal or state insolvency, Bankruptcy or similar laws (all of the foregoing hereinafter collectively called “ Applicable Bankruptcy Law ”) or an involuntary petition for relief is filed against it under any Applicable Bankruptcy Law and such involuntary petition is not dismissed within NINETY (90) days after the filing thereof, or an order for relief naming it is entered under any Applicable Bankruptcy Law, or any composition, rearrangement, extension, reorganization or other relief of debtors now or hereafter existing is requested or consented to by it; or (v) fails to have discharged within a period of SIXTY (60) days any attachment, sequestration or similar writ levied upon any property of it (any of the events set forth in Section 10(e), being a “ Event of Bankruptcy ”) .

(f) Audit . Any audited financial statement of either Debtor, Parent, and/or Company shall be qualified in any material manner as determined by Agent in the exercise of its commercially reasonable discretion.

(g) Judgment . The entry of any judgment against either Debtor or the issuance or entry of any attachments or other liens (other than Permitted Encumbrances) against any of the property of Debtor for an amount in excess of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) (individually or in the aggregate) if uninsured, undischarged, unbonded or undismissed on the date on which such judgment could be executed upon.

(h) Action Against Beneficial Interest Holder Collateral or Collateral . The Beneficial Interest Holder Collateral or Collateral or any material portion thereof (as determined by Agent in its sole discretion) is taken on execution or other process of law in any action.

(i) Action of Lien Holder . The holder of any lien or security interest on any of the Beneficial Interest Holder Collateral or Collateral (without hereby implying the consent of Lenders or Agent to the existence or creation of any such lien or security interest on the Beneficial Interest Holder Collateral or Collateral), declares a default thereunder or institutes foreclosure or other proceedings for the enforcement of its remedies thereunder.

(j) Material Adverse Effect . Any event shall have occurred or is continuing which shall have had a Material Adverse Effect.

(k) Default . Either Debtor shall default in the performance of any material obligation (as determined by Agent in its sole discretion) which would have a Material Adverse Effect which is not cured within FIVE (5) Business Days following written notice from Agent to such Debtor.

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(l) Loan Documents . (i) The Loan Documents shall at any time after their execution and delivery and for any reason cease (1) to create a valid and perfected FIRST (1[st] ) priority security interest in and to the Beneficial Interest Holder Collateral or Collateral owned by Debtors or Beneficial Interest Holder (subject only to the Permitted Encumbrances); or (2) to be in full force and effect or shall be declared null and void, or (ii) the validity of enforceability hereof shall be contested by either Debtor or any other Person party thereto.

(m) Owner of Beneficial Interest in Debtor . Beneficial Interest Holder shall not be the record or beneficial owner of ONE HUNDRED PERCENT (100.00%) of each of the Debtors.

(n) Dissolution of Certain Persons or Other Events . Either Debtor shall have been dissolved, liquidated, or merged or consolidated with or into any other Person without the prior written consent of Agent.

(o) Material Agreement Defaults . Any default, however defined, under any of the Material Agreements.

Nothing contained in this Agreement shall be construed to limit the events of default enumerated in any of the other Loan Documents and all such events of default shall be cumulative.

11. Remedies and Related Rights . If an Event of Default shall have occurred, and without limiting any other rights and remedies provided herein, under any of the Loan Documents or otherwise available to Lenders or Agent, Agent (at the direction of the Required Lenders), shall exercise one or more of the rights and remedies provided in this Section.

(a) Remedies . Upon the occurrence of any one or more of the foregoing Events of Default and upon written notice from the Required Lenders to the Agent the entire unpaid balance of principal of the Credit Facilities, together with all accrued but unpaid interest thereon, and all other Indebtedness owing to Lenders or Agent by Debtors at such time shall (subject to Section 29(b)), become immediately due and payable without further notice, demand, presentation, notice of dishonor, notice of intent to accelerate, notice of acceleration, protest or notice of protest of any kind, all of which are expressly waived by Debtors; provided, however, concurrently and automatically with the occurrence of an Event of Default under Section 10(e) the Indebtedness at such time shall, without any action by Agent, become due and payable, without further notice, demand, presentation, notice of dishonor, notice of acceleration, notice of intent to accelerate, protest or notice of protest of any kind, all of which are expressly waived by Debtors. All rights and remedies of Lenders and Agent set forth in this Agreement and in any of the other Loan Documents may also be exercised by Agent, at the written direction of the Required Lenders, upon the occurrence of an Event of Default, and not in substitution or diminution of any rights now or hereafter held by Lenders or Agent under the terms of any other agreement. Upon the occurrence of any Default or Event of Default, Lenders’ obligations to make Advances under the Loan Documents shall automatically cease.

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(b) Other Remedies . Agent shall also, from time to time at the written direction of the Required Lenders;

(i) Exercise in respect of the Beneficial Interest Holder Collateral and Collateral all the rights and remedies of a secured party under the Code (whether or not the Code applies to the affected Collateral);

(ii) Require Debtors, and each Debtor hereby agrees that it will at its expense and upon request of Agent, assemble the Beneficial Interest Holder Collateral and Collateral as directed by Agent and make it available to Agent at a place to be designated by Agent which is reasonably convenient to both parties;

(iii) Reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest granted hereunder by any available judicial procedure;

(iv) To the extent not prohibited by applicable Consumer Financial Services Laws and privacy laws or by the Receivables Purchase Agreements, sell or otherwise dispose of, at its office, on the premises of any Debtor or elsewhere, the Beneficial Interest Holder Collateral and Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale or other disposition of any part of the Collateral shall not exhaust Agent’s power of sale, but sales or other dispositions may be made from time to time until all of the Beneficial Interest Holder Collateral and Collateral has been sold or disposed of or until the Indebtedness has been paid and performed in full), and at any such sale or other disposition it shall not be necessary to exhibit any of the Beneficial Interest Holder Collateral or Collateral;

(v) Buy the Beneficial Interest Holder Collateral and Collateral, or any portion thereof, at any public sale;

(vi) Buy the Beneficial Interest Holder Collateral and Collateral, or any portion thereof, at any private sale if the Beneficial Interest Holder Collateral or Collateral, as applicable, is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;

(vii) Apply for the appointment of a receiver for the Beneficial Interest Holder Collateral and Collateral, and Debtors hereby consent to any such appointment; and

(viii) At its option, retain the Beneficial Interest Holder Collateral and Collateral in satisfaction of the Indebtedness whenever the circumstances are such that Lenders are entitled to do so under the Code or otherwise.

Debtors agree that in the event any Debtor is entitled to receive any notice under the Code, as it exists in the state governing any such notice, of the sale or other disposition of any Beneficial Interest Holder Collateral or Collateral, reasonable notice shall be deemed given when such notice is deposited in a depository receptacle under the care and custody of the United States Postal Service, postage prepaid, at Debtors’ addresses set forth on the signature pages hereof, TEN (10) days prior to the date of any public sale, or after which

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

a private sale, of any of such Beneficial Interest Holder Collateral or Collateral is to be held. Agent shall not be obligated to make any sale of Beneficial Interest Holder Collateral or Collateral regardless of notice of sale having been given. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(c) Application of Proceeds . If any Event of Default shall have occurred, Agent shall apply or use any cash held by Agent as Beneficial Interest Holder Collateral or Collateral, and any cash proceeds received by Agent in respect of any sale or other disposition of, collection from, or other realization upon, all or any part of the Beneficial Interest Holder Collateral or Collateral as follows:

(i) to the repayment or reimbursement of the reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Lenders or Agent in connection with (1) the administration of the Loan Documents, (2) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, the Beneficial Interest Holder Collateral and Collateral, and (3) the exercise or enforcement of any of the rights and remedies of Lenders or Agent hereunder;

(ii) to the payment or other satisfaction of any liens and other encumbrances upon the Beneficial Interest Holder Collateral and Collateral which have priority over the security interest of Agent (for the benefit of Lenders);

(iii) to the satisfaction of the Indebtedness in accordance with the post Event of Default waterfall priority set forth in Section 8(d);

(iv) to the payment of any other amounts required by applicable law; and

(v) by delivery to Debtors or any other party lawfully entitled to receive such cash or proceeds whether by direction of a court of competent jurisdiction or otherwise.

(d) License . Agent is hereby granted a limited license or other right to use, following the occurrence and during the continuance of an Event of Default, without charge, Debtors’ labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, software, proprietary code, software programs, customer lists and advertising matter, or any property of a similar nature, as it pertains to the Beneficial Interest Holder Collateral or Collateral, provided that such use in in accordance with applicable laws. The limited license granted by this Section shall expire upon the Indebtedness being Indefeasibly Paid and the termination of this Agreement.

(e) Deficiency. In the event that the proceeds of any sale of, collection from, or other realization upon, all or any part of the Beneficial Interest Holder Collateral and Collateral by Agent are insufficient to pay all amounts to which Lenders and Agent are legally entitled, Debtors (unless otherwise provided) shall be jointly and severally liable for the deficiency, together with interest thereon as provided in the Loan Documents.

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

(f) Non-Judicial Remedies. In granting to Agent and Lenders the power to enforce their rights hereunder without prior judicial process or judicial hearing, Debtors expressly waive, renounce and knowingly relinquish any legal right which might otherwise require Agent or Lenders to enforce their rights by judicial process. Debtors recognize and concede that non-judicial remedies are consistent with the usage of trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. Nothing herein is intended to prevent Lenders, Agent or Debtors from resorting to judicial process at either party’s option.

(g) No Waiver; Cumulative Remedies. No failure on the part of Lenders or Agent to exercise, no delay in exercising and no course of dealing with respect to, any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided for in this Agreement and the other Loan Documents are cumulative and not exclusive of any rights and remedies provided by law.

(h) Equitable Relief. Debtors recognize that in the event any Debtor fails to pay, perform, observe, or discharge any or all of the Indebtedness or obligations hereunder, any remedy at law may prove to be inadequate relief to Lenders. Debtors therefore agree that Agent, if Lenders so request, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

12. Indemnity . Each Debtor hereby indemnifies and agrees to hold harmless Lenders, Agent, and their officers, directors, employees, agents and representatives (each an “ Indemnified Person ”), on a joint and several basis, from and against any and all liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature (collectively, the “ Claims ”) which may be imposed on, incurred by, or asserted against, any Indemnified Person arising in connection with the Loan Documents, the Indebtedness or the Collateral or Beneficial Interest Holder Collateral (including without limitation, the enforcement of the Loan Documents and the defense of any Indemnified Person’s actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT . If a Debtor or any third party ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as: (a) a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct; or (b) each Lender and Agent expressly agree in writing with Debtors that such Claim is proximately caused by such Indemnified Person’s gross negligence or willful misconduct. The indemnification provided for in this Section shall survive the termination of this Agreement for a period of FOUR (4) years and

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

shall extend and continue to benefit each individual or entity that is or has at any time been an Indemnified Person hereunder.

13. Confidentiality . Agent and Lenders agree to maintain the confidentiality of the Information (as defined below), except that the Information may be disclosed: (a) to its Affiliates and to its Affiliates’ respective partners, directors, officers, employees, agents, attorneys, accountants, advisors, debt and equity sources and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of the Information and instructed to keep the Information confidential); (b) to the extent required by any regulatory authority purporting to have jurisdiction over it; (c) to the extent required by applicable laws or regulations, or by any subpoena or similar legal process; (d) to any other party to this Agreement, to Backup Servicer, or to Bank Partner 1 or Bank Partner 2; (e) in connection with the exercise of any remedies under this Agreement or under any other Loan Document, or any action or proceeding relating to this Agreement or any other Loan Document, 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) with the consent of the parties hereto; or (h) to the extent the Information (A) becomes publicly available other than as a result of a breach of this Section, or (B) becomes available to Agent, any Lender, or any of their respective Affiliates on a non-confidential basis from a source other than Debtors. For purposes of this Section, “ Information ” means all information received from a Debtor or Parent, relating to its business, other than any such information that is available to Agent and any Lender, on a nonconfidential basis prior to disclosure by a Debtor or Parent. Any Person required to maintain the confidentiality of the 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 the Information as such Person would accord to its own confidential information. Each of Agent and Lenders acknowledges that: (a) the Information may include material nonpublic information concerning Debtors or Parent, as the case may be; (b) it has developed compliance procedures regarding the use of material non-public information; and (c) it will handle such material non-public information in accordance with applicable law. Nothing contained in this Section is intended to limit or restrict the ability of Agent or Lenders to: (a) enter into any business relationship with another Person who may be engaged in the same or similar business as any Debtor; or (b) to directly or indirectly engage in the business of consumer lending; provided, that Agent and/or Lenders shall not use the Information to the detriment of any Debtor.

14. Limitation of Liability and Releases . As a material inducement to Lenders to enter into this Agreement and to grant the Loans to Debtors, all in accordance with and subject to the terms and conditions of the Loan Documents, each Debtor and its successors and assigns do hereby remise, release, acquit, satisfy and forever discharge Lenders and Agent, and all of the past, present and future officers, directors, employees, agents, attorneys, representatives, participants, heirs, successors and assigns of Lenders and Agent from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, arguments, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, either now accrued or hereafter maturing or whether known or unknown, which such Person now has or hereafter can, shall or may have by reason of any manner, cause or things, from the Effective Date to and

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including the date on which all Indebtedness of Debtors under the Loan Documents is Indefeasibly Paid and satisfied, including specifically, but without limitation, matters arising out of, in connection with or related to any and all obligations owed or owing to Lenders or Agent under the Loan Documents; or the Indebtedness evidenced and secured thereby. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary (including, without limitation, Section 12 of this Agreement), in no event will Lenders and Agent be liable to any Debtor for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses.

15. No Duty . All attorneys, accountants, appraisers, and other professional Persons and consultants retained by Lenders or Agent shall have the right to act exclusively in the interest of Lenders or Agent and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever to any Debtor or any other Person. Documents in connection with the transactions contemplated hereunder have been prepared by WINSTON & STRAWN LLP (“ Agent’s Counsel ”). Each Debtor acknowledges and understands that as counsel for Agent, Agent’s Counsel is acting solely as counsel to Agent in connection with the transaction contemplated herein, is not representing any Debtor in connection therewith, and has not, in any manner, undertaken to assist or render legal advice to any Debtor with respect to this transaction. Each Debtor has been advised to seek other legal counsel to represent its interests in connection with the transactions contemplated herein.

16. Waiver and Agreement . No waiver of any provision in this Agreement or in any of the other Loan Documents and no departure by any Debtor or Limited Guarantor (as defined in the Limited Guaranty) therefrom shall be effective unless the same shall be in writing and signed by Agent, and then shall be effective only in the specific instance and for the purpose for which given and to the extent specified in such writing. No modification or amendment to this Agreement or to any of the other Loan Documents shall be valid or effective unless the same is signed by the party against whom it is sought to be enforced.

17. Benefits . This Agreement shall be binding upon and inure to the benefit of Lenders, Agent, and Debtors, and their respective successors and assigns, provided, however, that no Debtor may, without the prior written consent of Agent, assign any rights, powers, duties or obligations under this Agreement or any of the other Loan Documents.

18. Notices . All notices, requests, demands or other communications required or permitted to be given pursuant to this Agreement shall be in writing and given by: (a) personal delivery; (b) expedited delivery service with proof of delivery; or (c) United States mail, postage prepaid, registered or certified mail, return receipt requested, sent to the intended addressee at the address set forth on the signature page hereof and shall be deemed to have been received either, in the case of personal delivery, as of the time of personal delivery, in the case of expedited delivery service, as of the time of the expedited delivery and in the manner provided herein, or in the case of mail, upon the third day after deposit in a depository receptacle under the care and custody of the United States Postal Service. Any party shall have the right to change its address for notice hereunder to any other location within the continental United States and Canada by notice to the other party of such new address. Copies of any notices, requests, demands or other communications required or permitted to be given pursuant to this Agreement and delivered to

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Lenders shall be delivered to each of the Lenders unless Debtors have received the consent of all Lenders.

19. Construction: Venue; Service of Process . THE LOAN DOCUMENTS SHALL BE GOVERNED BV AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARDS TO THE PRINCIPLES OF CONFLICTS OF LAWS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND SHALL BE PERFORMABLE BY THE PARTIES HERETO IN NEW YORK, NEW YORK (THE “ VENUE SITE ”). Any action or proceeding against any Debtor under or in connection with any of the Loan Documents may be brought in any state or federal court within the Venue Site. Each Debtor hereby irrevocably: (a) submits to the nonexclusive jurisdiction of such courts; and (b) waives any objection it may now or hereafter have as to the venue of any such action or proceeding brought in any such court or that any such court is an inconvenient forum. Each Debtor agrees that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions in this Agreement. Nothing in any of the other Loan Documents shall affect the right of Lenders or Agent to serve process in any other manner permitted by law or shall limit the right of Lenders or Agent to bring any action or proceeding against any Debtor or with respect to any of their Collateral in courts in other jurisdictions. Any action or proceeding by any Debtor against Lenders or Agent shall be brought only in a court located in the Venue Site.

20. Invalid Provisions . If any provisions of the Loan Documents are held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and the remaining provisions of the Loan Documents shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance.

21. Expenses . Debtors shall pay all reasonable costs and expenses (including, without limitation, reasonable out of pocket attorneys’ fees) in connection with: (a) the drafting and execution of the Loan Documents and the transactions contemplated therein and the due diligence of Agent and Lenders (not to exceed a maximum of ONE HUNDRED AND TWENTY THOUSAND AND NO/IOO DOLLARS ($120,000.00) ); (b) any action required in the course of administration of the indebtedness and obligations evidenced by the Loan Documents; and (c) any action in the enforcement of the rights of Lenders or Agent upon the occurrence of an Event of Default.

22. Conflicts . Except as otherwise expressly provided in the Note, in the event any term or provision of this Agreement is inconsistent with or conflicts with any provision of the other Loan Documents, the terms and provisions contained in this Agreement shall be controlling.

23. Counterparts . The Loan Documents may be separately executed in any number of counterparts, each of which shall be an original, but all of which, taken together, shall be deemed to constitute one and the same instrument.

24. Survival . All representations and warranties made in the Loan Documents or in any document, statement, or certificate furnished in connection with this Agreement shall survive the execution and delivery of the Loan Documents, and no investigation by Lenders or Agent or

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

any closing shall affect the representations and warranties or the right of Lenders or Agent to rely upon them.

25. Waiver of Right to Trial by Jury . THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM THAT RELATES TO OR ARISES OUT OF THE LOAN DOCUMENTS OR THE ACTS OR FAILURE TO ACT OF OR BY LENDERS OR AGENT IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THE LOAN DOCUMENTS.

26. Patriot Act Notice . Agent hereby notifies Debtors, Company and Parent that pursuant to the requirements of Section 326 of the USA Patriot Act of 2001, 31 U.S.C. §5318 (the “ Act ”), that Agent is required to obtain, verify and record information that identifies Parent, Debtor and Company, which information includes the name and address of Parent, Debtors and Company and other information that will allow such Agent to identify Parent, Debtors and Company in accordance with the Act.

27. Modification or Early Termination for Regulatory or Other Reasons . In the event any Governmental Authority having jurisdiction over Lenders ever directs a Lender to modify, curtail or discontinue providing the Loan, or to terminate this Agreement, Debtors and such Lender shall work together, in good faith, to effect such modification, curtailment, discontinuance or termination as soon as reasonably practical; provided, however, no such action shall operate to change the economic bargain between the parties, as set forth herein. Lenders may terminate this Agreement on not less than THIRTY (30) days prior written notice in the event: (a) of administrative or regulatory action by a Governmental Authority with respect to the transactions contemplated by this Agreement which would reasonably be expected to have a Material Adverse Effect; or (b) a Governmental Authority has taken action (including, but not limited to, any change in state or federal law, regulation, or order, including for the avoidance of any doubt, any negative court ruling) with respect to any Debtor and/or Bank Partner and/or industry practices with respect to the origination of Bank Program Consumer Contracts that Lenders or Agent, in the exercise of their commercially reasonable discretion, believe will adversely impact Lenders or Debtors, such industry practices, or the ongoing viability of the relationship. Any termination under this Section ” shall be a “ Regulatory Termination .

28. Mitigating Events . In the event of any change to any federal, state, or local law, statute, regulation or order in any requirement of any regulatory authority, including, for the avoidance of doubt, any negative court ruling, which change (A) prevents (1) any Debtor from purchasing Bank Program Receivables or servicing any loans originated by Bank Partner 1 or Bank Partner 2, or (2) the Bank Partner 1 or Bank Partner 2 from originating or selling Bank Program Receivables (or participation interests therein), or (B) materially adversely affects, or would reasonably be expected to materially adversely affect, either party’s ability to perform its obligations under program between Bank Partner 1 or Bank Partner 2, and any Debtor, the Debtor negatively impacted by such change will not be subject to (i) the unused fees in Section 2(f), (ii) any default provisions or penalties, and (iii) the Minimum Outstanding Loan Amount requirement for purposes of calculating interest on the Indebtedness.

29. Agent .

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(a) Appointment. Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes Agent to act as its agent hereunder and the other Loan Documents with such powers as are specifically delegated to Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. Agent (which such term as used in this Section, shall, in each case, include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees’ and agents): (i) shall not have duties or responsibilities except those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Lender; (ii) shall not be responsible to any Lender for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other certificate or document referred to or provided for herein or therein or any property covered thereby or for any failure by any other Person (other than Agent) to perform any of its obligations hereunder or thereunder; (iii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or any other Loan Document except to the extent requested by the Required Lenders, provided that Agent shall not be required to take any action which exposes Agent to personal liability or which is contrary to this Agreement or any other Loan Documents or applicable law; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by them with reasonable care. In any foreclosure or similar proceeding concerning any collateral for the Note, each holder of a Note if bidding for its own account or for its own account and the accounts of other Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against its Note or the Notes of the other Lenders, instead such holder must bid in cash only. However, in any such foreclosure proceeding, Agent may (but shall not be obligated to) submit a bid for all Lenders (including itself) in the form of a credit against the Notes of all of Lenders, and Agent or its designee may (but shall not be obligated to), with the consent of the Required Lenders, accept title to such collateral for and on behalf of all Lenders.

(b) Unanimous Lender Approval shall be required for any of the following:

(i) amendment, modification or waiver of this Agreement or the other Loan Documents or other action that releases or reduces the liability of any Debtor, extends the Maturity Date, modifies the Rate, modifies Advance Rate – Tranche A, Advance Rate – Tranche B, or Advance Rate – Tranche C, increases Lenders’ commitment amount or releases any Collateral;

(ii) amendment, modification or waiver of this Agreement or the other Loan Documents that modifies this §30(b) or any other provision herein or in any other

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

Loan Document which by the terms thereof expressly requires Unanimous Lender Approval;

(iii) amendment, modification or waiver of this Agreement or the other Loan Documents that changes the definitions of Required Lenders or Unanimous Lender Approval,

(iv) consent to any change of Control under Section 8(t);

(v) any reduction in any fees due or payable to the Lenders pursuant to the Loan Documents (including the Unused Fee and the Make Whole Fee);

(vi) any postponement or extension of the due date of any principal, interest, fees, expenses or any other amounts due or payable to any Lender under the Loan Documents;

(vii) any extension of the Cut Off Date;

(viii) any amendment to Section 4(d) or any other provisions that could alter the priority of any payments to the Lenders under the Loan Documents as in effect on the date of closing hereof;

(ix) any release of any guarantor or indemnitor from their obligations under any indemnity or guaranty agreements under any Loan Document; or

(x) any modification to the definition of “Borrowing Base” or any defined term used in such definition.

(c) Any amendment that increases or decreases the Commitment or Commitment Percentage of any Lender shall require the consent of such Lender and the consent of Lenders having greater than FIFTY-ONE PERCENT (51%) of the outstanding Advances of each Credit Facility.

(d) Any amendment or waiver that would adversely and disproportionately impact the Lenders under any Credit Facility vis-à-vis the Lenders under any other Credit Facility shall require the consent of Lenders having greater than FIFTY-ONE PERCENT (51%) of the outstanding Advances of the Credit Facility that would be so adversely and disproportionately affected.

(e) Any other amendment or waiver hereunder shall require the prior written consent of the Required Lenders.

(f) Delegation of Duties. Agent hereby designates each Co-Agent to perform any and all its duties and exercise its rights and powers hereunder or any other Loan Document as agreed among the Agent and Co-Agent. Each Agent and Co-Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Agent

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

or Co-Agent as agreed among Agent and Co-Agents and subject to any approvals or consents of Required Lenders or Unanimous Lender Approval as set forth in this Agreement. The exculpatory provisions of this Section 30 shall apply to any Co-Agent or any such sub-agent.

(g) Reliance . Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (which may be counsel for Agent), independent accountants and other experts selected by Agent. As to any matters not expressly provided for by this Agreement or any other Loan Document, Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and thereunder in accordance with instructions of the Required Lenders or, where applicable, Unanimous Lender Approval, and any action taken or failure to act pursuant thereto shall be binding on all of Lenders.

(h) Defaults . Agent shall not be deemed to have knowledge of the occurrence of a Default or Event of Default (other than the non-payment of principal of or interest on Loans or nonpayment of fees and other sums payable hereunder or under any other Loan Documents) unless it has received notice from a Lender or a Debtor specifying such Default or Event of Default and stating that such notice is a “Notice of Default.” In the event that Agent receives such a notice of the occurrence of a Default or Event of Default, Agent shall give prompt notice thereof to Lenders (and shall give each Lender prompt notice of each such non-payment). Agent shall take such action with respect to such Default or Event of Default as shall be directed by the Required Lenders or by Unanimous Lender Approval, as applicable, and within its rights under the Loan Documents and at law or in equity, provided that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, permitted or within its rights under any of the Loan Documents or under applicable law with respect to such Default or Event of Default.

(i) Rights as a Lender . With respect to its Commitment and the Loan, Agent (if Agent is a Lender hereunder) shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not acting as Agent, and the term “Lender” or “Lenders” shall, unless the context otherwise indicates, includes Agent in its individual capacity. Agent may (without having to account therefor to any Lender) accept deposits from, lend money to and generally engage in any kind of banking, trust, letter of credit, agency or other business with any Debtor (and any of its Affiliates) as if it were not acting as Agent, and Agent may accept fees and other consideration from such for services in connection with this Agreement or otherwise without having to account for the same to Lenders.

(j) Indemnification . Lenders agree to indemnify Agent (to the extent not reimbursed under Section 12, ratably in accordance with their respective Commitments, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever (INCLUDING THE

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

CONSEQUENCES OF THE NEGLIGENCE OF SUCH INDEMNIFIED PERSON, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON) which may be imposed on, incurred by or asserted against Agent in any way relating to or arising out of this Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which any Debtor is obligated to pay hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents. The obligations of Lenders under this Section shall survive the termination of this Agreement and the repayment of the Indebtedness arising in connection with this Agreement.

(k) Non-Reliance on Agent and Other Lenders . Each Lender agrees that it has received current financial information with respect to the Debtors and that it has independently and without reliance on Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Debtors and decision to enter into this Agreement and that it will, independently and without reliance upon Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any of the other Loan Documents. Agent shall not be required to keep itself informed as to the performance or observance by any Person of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the properties or books of any Debtor. Except for notices, reports and other documents and information expressly required to be furnished to Lenders by Agent, under the Loan Documents, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of the Debtors which may come into the possession of Agent.

(l) Failure to Act . Except for action expressly required of Agent hereunder and under the other Loan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by Lenders of their indemnification obligations under this Section hereof against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

(m) Resignation or Removal of Agent . Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving notice thereof to Lenders and Debtors, and Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent reasonably acceptable to Debtors. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within THIRTY (30) days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of Lenders, appoint a successor Agent reasonably acceptable to Debtors; provided, however, that if an Event of Default has occurred which has not been waived or cured to the satisfaction of Agent and the Required

DocuSign Envelope ID: 0C42F0B7-A640-4ADBF8AD77B4-E1D5-404A72986870-11F5-4DAA-9D0F-1C2BB1196B6B -8 4CB-B4643E2E40-F3D86FA E AD5926C8

Lenders, Debtors’ approval of a successor Agent shall not be required. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. Such successor Agent shall promptly specify by notice to Debtors and Lenders its office for the purpose of any notices. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

(n) Material Default . Should a material Event of Default occur, and the Lenders do not agree on a course of action within 60 days after the delivery of a notice of default to the Debtor (“ Deadline ”), the Lenders agree to collect all proceeds from the Collateral and make no further Advances hereunder; provided that if a Lender (“ Purchaser ”) does not wish to collect such proceeds, such Lender has the right to purchase the Note and all rights and obligations of the other Lenders hereunder (each a “ Seller ”) within 10 days after the Deadline for an amount equal to at least the outstanding principal and accrued interest payable on such Note, plus all other sums which are due and owing to Seller by Debtor under such Note and hereunder by the Debtors (the “ Purchase Price ”; the Purchase Price divided by the principal amount of obligations owing to the Seller under the Seller’s Note, the “ Purchase Price Ratio ”) provided that Purchaser has provided each Seller written notice of its intent to purchase such Note and other rights and obligations from each Seller prior to the Deadline. If more than one Lender desires to be a Purchaser, the proposed Purchaser who submits the highest Purchase Price Ratio with respect to Seller’s obligations in their notice to the Seller shall have the right to be the sole Purchase with respect to such Seller’s interests. On the date of such sale, which shall take place prior to the 10th day after the Deadline as specified in the notice to the Seller (unless otherwise mutually agreed in writing by the applicable Seller and Purchaser), (a) Purchaser shall deliver to each Seller an amount equal to the applicable Purchase Price by wire transfer or other immediately available funds; and (b) each Seller shall deliver to Purchaser the original Note held by Seller endorsed to the order of Purchaser free and clear of any Liens and otherwise without recourse and without warranty and an Assumption Agreement signed by such Seller.

30. Participation or Sale of the Loans . Debtors agree that Lenders may, at their option, sell, participate or assign interests in the Loan and their rights under this Agreement and the other Loan Documents to an Eligible Assignee. In connection with each such sale, Lenders may disclose any financial and other information available to Lenders concerning Debtors to each Eligible Assignee subject to obtaining a confidentiality agreement substantially similar to the confidentiality provisions set forth herein with such Eligible Assignee prior to disclosing such Person’s confidential information.

31. Acknowledgment of Agent and Lenders Relating to Collateral . Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Agent and Lenders hereby expressly acknowledge that the exercise of their rights under this Agreement and the other Loan Documents may be subject at all times to all applicable

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laws and regulations, including without limitation, Consumer Financial Services Laws. The acknowledgment set forth in this Section are expressly agreed by Debtors, not to be a contractual restraint on the ability of Agent and Lenders in their rights under this Agreement or the other Loan Documents.

32. Limitation of Liability Concerning Trustee . The parties hereto are put on notice and hereby acknowledge and agree that (i) this Agreement is executed or entered into by or on behalf of Wilmington Savings Fund Society, FSB, not individually or personally but solely as trustee of the Debtors (the “ Trustee ”), in the exercise of the powers and authority conferred and vested in it as Trustee under the Trust Agreements, subject to the protections, indemnities and limitations from liability afforded to the Trustee thereunder, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Trustee or the Debtors is made and intended not as personal representations, covenants, undertakings and agreements by the Trustee but is made and intended for the purpose of binding only the Debtors and its assets, (iii) nothing herein contained shall be construed as creating any liability on the Trustee, individually or personally, to perform any agreement, undertaking or covenant, either expressed or implied, contained herein of the Trustee or of the Debtors, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) the Trustee has not verified or made any investigation as to the accuracy or completeness of any representations and warranties, if any, made by the Trustee or the Debtors and (v) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the Trustee or the Debtors under this Agreement or be liable for the breach or failure of any obligation, representation, undertaking, warranty or covenant made or undertaken by Trustee or the Debtors under this Agreement or any other related documents. All recourse against the Trustee shall be limited to the assets of the Debtors.

33. Notice of Final Agreement . It is the intention of Debtors, Agent and Lenders that the following NOTICE OF FINAL AGREEMENT be incorporated by reference into each of the Loan Documents (as the same may be amended, modified or restated from time to time). Debtors, Agent and Lenders warrant and represent that the entire agreement made and existing by or among any Debtors, Agent and Lenders with respect to the Loan is and shall be contained within the Loan Documents, and that no agreements or promises exist or shall exist by or among, any Debtors, Agent and Lenders that are not reflected in the Loan Documents.

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NOTICE OF FINAL AGREEMENT

THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND THE SAME MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

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AGENT:

ADDRESS:

BASTION CONSUMER FUNDING II LLC 281 Tresser Boulevard, 5[th] Floor By: (Signed) Jay Braden Stamford, CT 06901 Name: Jay Braden Attention: John Joseph Braden Title: Manager

SIGNATURES CONTINUED ON THE FOLLOWING PAGE

[

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LENDERS:

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DEBTORS:

OPUS TRUST I

ADDRESS:

200 Continental Drive, Suite 401, Newark, DE 19713

By: Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee

By: (Signed) Anthony Jeffrey Name: Anthony Jeffrey Title: Trust Officer

OPUS TRUST II

200 Continental Drive, Suite 401, Newark, DE 19713

By: Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee

By (Signed) Anthony Jeffrey Name: Anthony Jeffrey Title: Trust Officer

PARENT:

69 Yonge St., Suite 600 Toronto, Ontario, Canada M5E 1K3

(solely with respect to Sections 8 (o), (u), (w), (x), (y) and (cc))

PROPEL HOLDINGS INC.

By (Signed) Clive Kinross Name: Clive Kinross Title: CEO

With copies of notices to:

DINSMORE & SHOHL LLP 10 Courthouse Plaza, SW, Suite 1100 Dayton OH 45402 Attention: Lisa S. Pierce

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BENEFICIAL INTEREST HOLDER:

69 Yonge St., Suite 600 Toronto, Ontario, Canada M5E 1K3

CREDIT FRESH HOLDINGS, INC.

By (Signed) Clive Kinross Name: Clive Kinross Title: CEO

With copies of notices to:

DINSMORE & SHOHL LLP 10 Courthouse Plaza, SW, Suite 1100 Dayton OH 45402 Attention: Lisa S. Pierce

Documents Prepared By: WINSTON & STRAWN LLP Claude S. Serfilippi 200 Park Avenue New York, NY 10166-4193

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EXHIBIT A

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EXHIBIT B

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EXHIBIT C

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EXHIBIT D []*

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EXHIBIT E

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EXHIBIT F

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EXHIBIT A TO COMPLIANCE CERTIFICATE

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EXHIBIT B TO COMPLIANCE CERTIFICATE

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EXHIBIT C TO COMPLIANCE CERTIFICATE [***]

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SCHEDULE I

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SCHEDULE II

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SCHEDULE III

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SCHEDULE IV

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SCHEDULE V

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SCHEDULE VI

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SCHEDULE VII

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SCHEDULE VIII []*

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AI assistant

Propel Holdings Inc. — Capital/Financing Update 2021

48226_rns_2021-10-27_e53b18a5-cdf8-4d89-90c5-7ed5410d9b78.pdf

LOAN AND SECURITY AGREEMENT

RECITALS

“ Collateral ” means:

2. Credit Facilities .

(c) Refinancing and Termination of the Credit Facilities .

(d) Funding .

(f) Fees.

3. Note, Rate and Computation of Interest .

(b) Increased Cost and Reduced Return: Capital Adequacy; Inability to Determine LIBOR .

4. Collateral .

5. Conditions Precedent .

(w) Tangible Net Worth .

(cc) Beneficial Interest .

(dd) Subordinated Debt .

(ee) Product Default Rates .

(ff) Recovery Rate .

NOTICE OF FINAL AGREEMENT

AGENT:

ADDRESS:

SIGNATURES CONTINUED ON THE FOLLOWING PAGE

LENDERS:

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DEBTORS:

ADDRESS:

BENEFICIAL INTEREST HOLDER:

EXHIBIT A

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EXHIBIT B

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EXHIBIT C

EXHIBIT E

EXHIBIT F

EXHIBIT A TO COMPLIANCE CERTIFICATE

EXHIBIT B TO COMPLIANCE CERTIFICATE

SCHEDULE I

SCHEDULE II

SCHEDULE III

SCHEDULE IV

SCHEDULE V

SCHEDULE VI

SCHEDULE VII

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Propel Holdings Inc. Capital/Financing Update 2021