エノバの四半期報告

Q30001529864--12-31falseJuly 31, 2027July 31, 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2025

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

For the transition period from to

Commission File Number 1-35503

Enova International, Inc.

(Exact name of registrant as specified in its charter)


Delaware		45-3190813
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

175 West Jackson Blvd. Chicago, Illinois		60604
(Address of principal executive offices)		(Zip Code)

(312) 568-4200

(Registrant’s telephone number, including area code)

NONE

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

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


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

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

Yes ☒ No ☐

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

Yes ☒ No ☐

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


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

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

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

24,801,579 of the Registrant’s common shares, $0.00001 par value, were outstanding as of October 22, 2025.

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

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

•

the effect of laws and regulations targeting our industry that directly or indirectly regulate or prohibit our operations or render them unprofitable or impractical;

•

the effect of and compliance with domestic and international consumer credit, tax and other laws and government rules and regulations applicable to our business, including changes in such laws, rules and regulations, or changes in the interpretation or enforcement thereof, and the regulatory and examination authority of the Consumer Financial Protection Bureau with respect to providers of consumer financial products and services in the United States;

•

the effect of and compliance with enforcement actions, orders and agreements issued by applicable regulators;

•

changes in federal or state laws or regulations, or judicial decisions involving licensing or supervision of commercial lenders, interest rate limitations, the enforceability of choice of law provisions in loan agreements, the validity of bank sponsor partnerships, the use of brokers or other significant changes;

•

our ability to process or collect loans and finance receivables through the Automated Clearing House system;

•

the deterioration of the political, regulatory or economic environment in countries where we operate or in the future may operate;

•

the actions of third parties who provide, acquire or offer products and services to, from or for us;

•

public and regulatory perception of the consumer loan business, small business financing and our business practices;

•

the effect of any current or future litigation proceedings and any judicial decisions or rulemaking that affects us, our products or the legality or enforceability of our arbitration agreements;

•

changes in demand for our services, changes in competition and the continued acceptance of the online channel by our customers;

•

changes in our ability to satisfy our debt obligations or to refinance existing debt obligations or obtain new capital to finance growth;

•

a prolonged interruption in the operations of our facilities, systems and business functions, including our information technology and other business systems;

•

compliance with laws and regulations applicable to our international operations, including anti-corruption laws such as the Foreign Corrupt Practices Act and international anti-money laundering, trade and economic sanctions laws;

•

our ability to attract and retain qualified officers;

•

impacts on our business as the result of planned executive management changes;

•

cyber-attacks or security breaches;

•

acts of God, war or terrorism, pandemics and other events;

•

inflation, interest rate and foreign currency exchange rate fluctuations;

•

changes or adverse volatility in the capital markets, including the debt and equity markets;

•

the effect of any of the above changes on our business or the markets in which we operate;

•

the impact of shifting or uncertain economic conditions on our business and on our consumer and small business customers;

•

the risk that the Company will not successfully integrate acquired companies or that costs associated with integration are higher than anticipated; the risk that the cost savings, synergies, growth and cash flows from acquisitions will not be fully realized or will take longer to realize than expected;

•

litigation risk related to acquisitions; and

•

other risks and uncertainties described herein.

The foregoing list of factors is not exhaustive and new factors may emerge or changes to these factors may occur that would impact the Company’s business and cause actual results to differ materially from those expressed in any of our forward-looking statements. Additional information regarding these and other factors may be contained in the Company’s filings with the Securities and Exchange Commission (the “SEC”). Readers of this report are encouraged to review the Company’s filings with the SEC, including the risks described under “Risk Factors” contained in the Company’s Form 10-K and any updates to those risk factors contained in subsequent Forms 10-Q, to obtain more detail about the Company’s risks and uncertainties. All forward-looking statements involve risks, assumptions and uncertainties. The occurrence of the events described, and the achievement of the expected results, depends on many events, some or all of which are not predictable or within the Company’s control. If one or more events related to these or other risks or uncertainties materialize, or if management’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. The forward-looking statements in this report are made as of the date of this report, and the Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this report. All forward-looking statements in this report are expressly qualified in their entirety by the foregoing cautionary statements.

ENOVA INTERNATIONAL, INC.

INDEX TO FORM 10-Q


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets – September 30, 2025 and 2024 and December 31, 2024	1
	Consolidated Statements of Income – Three and Nine Months Ended September 30, 2025 and 2024	3
	Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2025 and 2024	4
	Consolidated Statements of Stockholders’ Equity – Three and Nine Months Ended September 30, 2025 and 2024	5
	Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2025 and 2024	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40

SIGNATURES		41

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)

(Unaudited)


	September 30,						December 31,
	2025			2024			2024
Assets
Cash and cash equivalents(1)	$	53,600		$	67,500		$	73,910
Restricted cash(1)		303,365			186,880			248,758
Loans and finance receivables at fair value(1)		5,012,853			4,134,440			4,386,444
Income taxes receivable		55,124			66,290			40,690
Other receivables and prepaid expenses(1)		76,941			68,926			63,752
Property and equipment, net		128,690			117,970			119,956
Operating lease right-of-use assets		17,167			12,705			18,201
Goodwill		279,275			279,275			279,275
Intangible assets, net		4,910			12,964			10,951
Other assets(1)		30,312			28,746			24,194
Total assets	$	5,962,237		$	4,975,696		$	5,266,131
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses(1)	$	252,914		$	259,535		$	249,970
Operating lease liabilities		32,247			26,346			32,165
Deferred tax liabilities, net		286,930			217,387			223,590
Long-term debt(1)		4,106,471			3,293,735			3,563,482
Total liabilities		4,678,562			3,797,003			4,069,207
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, $0.00001 par value, 250,000,000 shares authorized, 47,330,541, 46,453,571 and 46,520,916 shares issued and 24,883,481, 26,266,846 and 25,808,096 outstanding as of September 30, 2025 and 2024 and December 31, 2024, respectively		—			—			—
Preferred stock, $0.00001 par value, 25,000,000 shares authorized, no shares issued and outstanding		—			—			—
Additional paid in capital		359,054			318,223			328,268
Retained earnings		1,927,162			1,634,059			1,697,754
Accumulated other comprehensive loss		(7,872	)		(9,422	)		(13,691	)
Treasury stock, at cost (22,447,060, 20,186,725 and 20,712,820 shares as of September 30, 2025 and 2024 and December 31, 2024, respectively)		(994,669	)		(764,167	)		(815,407	)
Total stockholders’ equity		1,283,675			1,178,693			1,196,924
Total liabilities and stockholders’ equity	$	5,962,237		$	4,975,696		$	5,266,131

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

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)

(Unaudited)

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


	September 30,				December 31,
	2025		2024		2024
Assets of consolidated VIEs, included in total assets above
Cash and cash equivalents	$	580	$	291	$	348
Restricted cash		261,965		161,970		217,344
Loans and finance receivables at fair value		3,696,756		3,094,469		3,048,561
Other receivables and prepaid expenses		22		37		26
Other assets		7,502		9,881		9,832
Total assets	$	3,966,825	$	3,266,648	$	3,276,111
Liabilities of consolidated VIEs, included in total liabilities above
Accounts payable and accrued expenses	$	12,430	$	11,243	$	11,300
Long-term debt		2,678,194		2,045,392		2,227,156
Total liabilities	$	2,690,624	$	2,056,635	$	2,238,456

See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Revenue	$	802,678		$	689,924		$	2,312,262		$	1,928,249
Change in Fair Value		(341,971	)		(289,568	)		(983,915	)		(811,836	)
Net Revenue		460,707			400,356			1,328,347			1,116,413
Operating Expenses
Marketing		147,351			141,059			429,490			372,391
Operations and technology		64,564			56,628			190,674			165,960
General and administrative		39,661			38,916			122,633			118,489
Depreciation and amortization		12,356			10,039			32,765			30,011
Total Operating Expenses		263,932			246,642			775,562			686,851
Income from Operations		196,775			153,714			552,785			429,562
Interest expense, net		(86,954	)		(76,902	)		(250,279	)		(213,453	)
Foreign currency transaction gain (loss)		90			(95	)		(228	)		(162	)
Equity method investment income (loss)		258			(16,552	)		991			(16,552	)
Other nonoperating expenses		—			(4,678	)		(1,019	)		(5,691	)
Income before Income Taxes		110,169			55,487			302,250			193,704
Provision for income taxes		29,855			12,073			72,842			47,951
Net income	$	80,314		$	43,414		$	229,408		$	145,753
Earnings Per Share
Earnings per common share:
Basic	$	3.22		$	1.64		$	9.07		$	5.36
Diluted	$	3.03		$	1.57		$	8.53		$	5.14
Weighted average common shares outstanding:
Basic		24,955			26,420			25,307			27,182
Diluted		26,472			27,711			26,881			28,382

See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Net income	$	80,314	$	43,414	$	229,408	$	145,753
Other comprehensive gain (loss), net of tax:
Foreign currency translation gain (loss)(1)		981		835		5,819		(3,650	)
Unrealized gain on investments, net of tax		—		492		—		492
Total other comprehensive income (loss), net of tax		981		1,327		5,819		(3,158	)
Comprehensive Income	$	81,295	$	44,741	$	235,227	$	142,595

(1) Net of tax (provision) benefit of $(303) and $(265) for the three months ended September 30, 2025 and 2024, respectively, and $(1,802) and $1,167 for the nine months ended September 30, 2025 and 2024, respectively.

See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)



									Accumulated
					Additional				Other									Total
	Common Stock				Paid in		Retained		Comprehensive			Treasury Stock, at cost						Stockholders'
	Shares		Amount		Capital		Earnings		Loss			Shares			Amount			Equity
Balance at June 30, 2024		46,374	$	—	$	308,481	$	1,590,645	$	(10,749	)		(19,876	)	$	(740,849	)	$	1,147,528
Stock-based compensation expense		—		—		8,116		—		—			—			—			8,116
Shares issued for vested RSUs		8		—		—		—		—			—			—			—
Shares issued for stock option exercises		72		—		1,626		—		—			—			—			1,626
Net income		—		—		—		43,414		—			—			—			43,414
Unrealized gain on investments, net of tax		—		—		—		—		492			—			—			492
Foreign currency translation gain, net of tax		—		—		—		—		835			—			—			835
Purchases of treasury shares, at cost		—		—		—		—		—			(311	)		(23,318	)		(23,318	)
Balance at September 30, 2024		46,454	$	—	$	318,223	$	1,634,059	$	(9,422	)		(20,187	)	$	(764,167	)	$	1,178,693

Balance at June 30, 2025		47,177	$	—	$	346,926	$	1,846,848	$	(8,853	)		(22,107	)	$	(956,266	)	$	1,228,655
Stock-based compensation expense		—		—		8,535		—		—			—			—			8,535
Shares issued for vested RSUs		7		—		—		—		—			—			—			—
Shares issued for stock option exercises		147		—		3,593		—		—			—			—			3,593
Net income		—		—		—		80,314		—			—			—			80,314
Foreign currency translation gain, net of tax		—		—		—		—		981			—			—			981
Purchases of treasury shares, at cost		—		—		—		—		—			(340	)		(38,403	)		(38,403	)
Balance at September 30, 2025		47,331	$	—	$	359,054	$	1,927,162	$	(7,872	)		(22,447	)	$	(994,669	)	$	1,283,675



									Accumulated
					Additional				Other									Total
	Common Stock				Paid in		Retained		Comprehensive			Treasury Stock, at cost						Stockholders’
	Shares		Amount		Capital		Earnings		Loss			Shares			Amount			Equity
Balance at December 31, 2023		45,340	$	—	$	284,256	$	1,488,306	$	(6,264	)		(16,251	)	$	(526,115	)	$	1,240,183
Stock-based compensation expense		—		—		23,519		—		—			—			—			23,519
Shares issued for vested RSUs		616		—		—		—		—			—			—			—
Shares issued for stock option exercises		498		—		10,448		—		—			—			—			10,448
Net income		—		—		—		145,753		—			—			—			145,753
Unrealized loss on investments, net of tax		—		—		—		—		492			—			—			492
Foreign currency translation loss, net of tax		—		—		—		—		(3,650	)		—			—			(3,650	)
Purchases of treasury shares, at cost		—		—		—		—		—			(3,936	)		(238,052	)		(238,052	)
Balance at September 30, 2024		46,454	$	—	$	318,223	$	1,634,059	$	(9,422	)		(20,187	)	$	(764,167	)	$	1,178,693

Balance at December 31, 2024		46,521	$	—	$	328,268	$	1,697,754	$	(13,691	)		(20,713	)	$	(815,407	)	$	1,196,924
Stock-based compensation expense		—		—		24,577		—		—			—			—			24,577
Shares issued for vested RSUs		554		—		—		—		—			—			—			—
Shares issued for stock option exercises		256		—		6,209		—		—			—			—			6,209
Net income		—		—		—		229,408		—			—			—			229,408
Foreign currency translation gain, net of tax		—		—		—		—		5,819			—			—			5,819
Purchases of treasury shares, at cost		—		—		—		—		—			(1,734	)		(179,262	)		(179,262	)
Balance at September 30, 2025		47,331	$	—	$	359,054	$	1,927,162	$	(7,872	)		(22,447	)	$	(994,669	)	$	1,283,675

See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Nine Months Ended
	September 30,
	2025			2024
Cash Flows from Operating Activities
Net income	$	229,408		$	145,753
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		32,765			30,011
Amortization of deferred loan costs and debt discount		12,329			12,016
Change in fair value of loans and finance receivables		977,908			805,123
Stock-based compensation expense		24,577			23,519
Write-down of equity method investment		—			16,552
Loss on early extinguishment of debt		1,019			5,691
Operating leases, net		1,116			850
Deferred income taxes, net		61,539			105,204
Changes in operating assets and liabilities:
Finance and service charges on loans and finance receivables		6			(6,583	)
Other receivables and prepaid expenses and other assets		(15,090	)		4,472
Accounts payable and accrued expenses		(15,432	)		22,080
Current income taxes		10,165			(56,632	)
Net cash provided by operating activities		1,320,310			1,108,056
Cash Flows from Investing Activities
Loans and finance receivables originated or acquired		(5,070,286	)		(4,060,860	)
Loans and finance receivables repaid		3,462,758			2,761,872
Capitalization of software development costs and purchases of fixed assets		(35,444	)		(33,244	)
Net cash used in investing activities		(1,642,972	)		(1,332,232	)
Cash Flows from Financing Activities
Borrowings under revolving line of credit		1,201,000			544,000
Repayments under revolving line of credit		(1,112,000	)		(534,000	)
Borrowings under securitization facilities		1,050,554			1,130,157
Repayments under securitization facilities		(598,779	)		(742,598	)
Issuance of senior notes		—			500,000
Repayments of senior notes		—			(544,393	)
Debt issuance costs paid		(10,428	)		(23,651	)
Debt prepayment penalty paid		(563	)		—
Proceeds from exercise of stock options		6,209			10,448
Treasury shares purchased		(179,262	)		(238,052	)
Net cash provided by financing activities		356,731			101,911
Effect of exchange rates on cash, cash equivalents and restricted cash		228			(794	)
Net increase (decrease) in cash, cash equivalents and restricted cash		34,297			(123,059	)
Cash, cash equivalents and restricted cash at beginning of year		322,668			377,439
Cash, cash equivalents and restricted cash at end of period	$	356,965		$	254,380

Supplemental Disclosures
Non-cash renewal of loans and finance receivables	$	379,084		$	296,550

See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Significant Accounting Policies

Nature of the Company

Enova International, Inc. and its subsidiaries (collectively, the “Company”) operate an internet-based lending platform to serve customers in need of cash to fulfill their financial responsibilities. Through a network of direct and indirect marketing channels, the Company offers funds to its customers through a variety of loan and finance receivable products that are primarily unsecured. The business is operated primarily through the internet to provide convenient, fully-automated financial solutions to its customers. The Company provides financing to small businesses through either installment loans or line of credit accounts and originates, guarantees, purchases or purchases a participating interest in consumer installment loans and line of credit accounts. The Company also provides services related to a third-party lender’s consumer loan products in some markets by acting as a credit services organization or credit access business on behalf of consumers in accordance with applicable state laws (“CSO program”).

Basis of Presentation

The consolidated financial statements of the Company included herein have been prepared on the basis of accounting principles generally accepted in the United States (“GAAP”) and reflect the historical results of operations and cash flows of the Company during each respective period. The consolidated financial statements include goodwill and intangible assets arising from businesses previously acquired. The financial information included herein may not be indicative of the consolidated financial position, operating results, changes in stockholders’ equity and cash flows of the Company in the future. Intercompany transactions are eliminated.

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

The consolidated financial statements presented as of September 30, 2025 and 2024 and for the three and nine-month periods ended September 30, 2025 and 2024 are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results for such interim periods. Operating results for the three and nine-month periods are not necessarily indicative of the results that may be expected for the full fiscal year.

These consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 and related notes, which are included on Form 10-K filed with the SEC on February 18, 2025.

Cash, Cash Equivalents and Restricted Cash

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


	September 30,
	2025		2024
Cash and cash equivalents	$	53,600	$	67,500
Restricted cash		303,365		186,880
Total cash, cash equivalents and restricted cash	$	356,965	$	254,380

Revenue Recognition

The Company recognizes revenue based on the financing products and services it offers and on loans it acquires. “Revenue” in the consolidated statements of income primarily includes interest income, statement and draw fees on line of credit accounts, fees for services provided through the Company’s CSO program (“CSO fees”), origination fees and other fees as permitted by applicable laws and pursuant to the agreement with the customer. Interest income is generally recognized on an effective yield basis over the contractual term of the loan on installment loans or the estimated outstanding period of the draw on line of credit accounts. Statement fees on line of credit accounts are similar to interest charges and are generally recognized similarly to interest income. Draw fees on line of credit accounts are generally recognized at the time of draw. CSO fees are recognized over the term of the loan. Origination fees are charged to customers on certain installment loan products and are recognized upon origination.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Loans and Finance Receivables

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

If a loan is renewed or refinanced, the renewal or refinanced loan is considered a new loan. The Company generally does not consider modifications that do not necessitate the customer to sign a new loan agreement to be new loans.

Current and Delinquent Loans and Finance Receivables

The Company classifies its loans and finance receivables as either current or delinquent. When a customer does not make a scheduled payment in full as of the due date, the receivable is considered delinquent. For the OnDeck portfolio, there is no accrual of interest income on loans when the customer misses their most recent payment. Excluding the OnDeck portfolio, there is no accrual of interest income on loans when a customer falls more than one payment behind. Loans may be returned to accrual status if the customer rectifies and the loan no longer meets non-accrual criteria. The Company allows for normal payment processing time before considering a loan delinquent but does not provide for any additional grace period.

The Company offers certain forbearance options on its loan products with features such as payment deferrals without the incurrence of additional finance charges or late fees. If a loan is deemed to be current and the customer makes a deferral or payment modification, the loan is still deemed to be current until the next scheduled payment is missed.

For consumer loans and finance receivables, the Company generally charges off a delinquent loan after 65 days past due, or earlier if deemed uncollectible at that point. For small business loans and finance receivables, the Company generally charges off a loan or finance receivable when it is probable that it will be unable to collect all of the remaining principal payments, which is generally after 90 days of delinquency and 30 days of non-activity. Recoveries on loans and finance receivables that were previously charged off are generally recognized when collected or sold.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. In accordance with Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other, the Company tests goodwill and intangible assets with an indefinite life for potential impairment annually as of October 1 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount.

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

Marketing Expenses

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

Investments in Unconsolidated Investees

The Company owns a 20% equity interest in On Deck Capital Australia PTY LTD (“OnDeck Australia”), which is recorded using the equity method of accounting. As of September 30, 2025 and December 31, 2024, the carrying value of the Company's ownership in OnDeck Australia was $1.1 million and $0.1 million, respectively.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

As of September 30, 2024, the Company’s investment in OnDeck Australia had no carrying value.

On February 24, 2021, the Company contributed the platform-as-service business assumed in the On Deck Capital, Inc. acquisition to Linear Financial Technologies Holding LLC (“Linear”) in exchange for ownership units in that entity. The Company recorded its interest in Linear under the equity method of accounting and included it in “Other assets” on the consolidated balance sheets. As of March 31, 2024, the carrying value of the Company’s investment in Linear was $16.1 million. In the third quarter of 2024, Linear was dissolved, with its sole assets, consisting of preferred shares in a separate company, being distributed to the holders of Linear’s ownership units. Concurrently in the third quarter of 2024, the separate company executed a capital raise in which the Company opted not to participate that resulted in the Company’s preferred shares having a substantially less preferential position in the separate company’s capital structure. Because of their subordinated position, the preferred shares were valued at $0. As such, the Company recorded a loss of $16.6 million during the third quarter of 2024, which included the carrying value of the investment of $16.1 million and the remaining unrealized loss of $0.5 million that had been recorded directly in accumulated other comprehensive income. In the third quarter of 2025, the preferred shares were canceled and extinguished without consideration to the Company in connection with the separate company being acquired by another entity.

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

Variable Interest Entities

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

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

Accounting Standards to be Adopted in Future Periods

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on the consolidated financial statements.

2. Loans and Finance Receivables

Revenue generated from the Company’s loans and finance receivables for the three and nine months ended September 30, 2025 and 2024 was as follows (dollars in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Consumer loans and finance receivables revenue	$	443,413	$	410,884	$	1,302,549	$	1,143,173
Small business loans and finance receivables revenue		348,310		269,454		979,172		757,713
Total loans and finance receivables revenue		791,723		680,338		2,281,721		1,900,886
Other		10,955		9,586		30,541		27,363
Total revenue	$	802,678	$	689,924	$	2,312,262	$	1,928,249

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Loans and Finance Receivables at Fair Value

The components of Company-owned loans and finance receivables at September 30, 2025 and 2024 and December 31, 2024 were as follows (dollars in thousands):


	As of September 30, 2025
			Small
	Consumer		Business		Total
Principal balance - accrual	$	1,226,886	$	2,769,672	$	3,996,558
Principal balance - non-accrual		169,725		178,618		348,343
Total principal balance		1,396,611		2,948,290		4,344,901

Accrued interest and fees		129,378		26,081		155,459

Loans and finance receivables at fair value - accrual		1,615,085		3,191,288		4,806,373
Loans and finance receivables at fair value - non-accrual		79,754		126,726		206,480
Loans and finance receivables at fair value	$	1,694,839	$	3,318,014	$	5,012,853
Difference between principal balance and fair value	$	298,228	$	369,724	$	667,952


	As of September 30, 2024
			Small
	Consumer		Business		Total
Principal balance - accrual	$	1,123,923	$	2,186,665	$	3,310,588
Principal balance - non-accrual		142,107		140,671		282,778
Total principal balance		1,266,030		2,327,336		3,593,366

Accrued interest and fees		124,852		24,549		149,401

Loans and finance receivables at fair value - accrual		1,503,396		2,547,313		4,050,709
Loans and finance receivables at fair value - non-accrual		23,438		60,293		83,731
Loans and finance receivables at fair value	$	1,526,834	$	2,607,606	$	4,134,440
Difference between principal balance and fair value	$	260,804	$	280,270	$	541,074


	As of December 31, 2024
			Small
	Consumer		Business		Total
Principal balance - accrual	$	1,210,042	$	2,290,132	$	3,500,174
Principal balance - non-accrual		143,972		166,298		310,270
Total principal balance		1,354,014		2,456,430		3,810,444

Accrued interest and fees		128,956		27,086		156,042

Loans and finance receivables at fair value - accrual		1,617,708		2,672,714		4,290,422
Loans and finance receivables at fair value - non-accrual		21,599		74,423		96,022
Loans and finance receivables at fair value	$	1,639,307	$	2,747,137	$	4,386,444
Difference between principal balance and fair value	$	285,293	$	290,707	$	576,000

As of September 30, 2025 and 2024 and December 31, 2024, the aggregate fair value of loans and finance receivables that were 90 days or more past due was $36.7 million, $33.5 million and $32.7 million, respectively, of which, $23.0 million, $14.4 million and $16.6 million, respectively, was in non-accrual status. The aggregate unpaid principal balance for loans and finance receivables that were 90 days or more past due was $59.5 million, $72.5 million and $71.9 million, respectively.

Changes in the fair value of Company-owned loans and finance receivables during the three and nine months ended September 30, 2025 and 2024 were as follows (dollars in thousands):

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	Three Months Ended September 30, 2025
				Small
	Consumer			Business			Total
Balance at beginning of period	$	1,668,336		$	3,104,979		$	4,773,315
Originations or acquisitions(1)		573,232			1,371,874			1,945,106
Interest and fees(2)		443,413			348,310			791,723
Repayments		(744,432	)		(1,414,066	)		(2,158,498	)
Charge-offs, net(3)		(249,545	)		(128,266	)		(377,811	)
Net change in fair value(3)		2,756			35,183			37,939
Effect of foreign currency translation		1,079			—			1,079
Balance at end of period	$	1,694,839		$	3,318,014		$	5,012,853


	Three Months Ended September 30, 2024
				Small
	Consumer			Business			Total
Balance at beginning of period	$	1,421,814		$	2,517,345		$	3,939,159
Originations or acquisitions(1)		549,523			1,044,829			1,594,352
Interest and fees(2)		410,884			269,454			680,338
Repayments		(652,626	)		(1,140,632	)		(1,793,258	)
Charge-offs, net(3)		(203,588	)		(105,737	)		(309,325	)
Net change in fair value(3)		(59	)		22,347			22,288
Effect of foreign currency translation		886			—			886
Balance at end of period	$	1,526,834		$	2,607,606		$	4,134,440


	Nine Months Ended September 30, 2025
				Small
	Consumer			Business			Total
Balance at beginning of period	$	1,639,307		$	2,747,137		$	4,386,444
Originations or acquisitions(1)		1,617,426			3,831,943			5,449,369
Interest and fees(2)		1,302,549			979,172			2,281,721
Repayments		(2,192,036	)		(3,941,569	)		(6,133,605	)
Charge-offs, net(3)		(692,334	)		(378,693	)		(1,071,027	)
Net change in fair value(3)		13,095			80,024			93,119
Effect of foreign currency translation		6,832			—			6,832
Balance at end of period	$	1,694,839		$	3,318,014		$	5,012,853


	Nine Months Ended September 30, 2024
				Small
	Consumer			Business			Total
Balance at beginning of period	$	1,380,784		$	2,248,383		$	3,629,167
Originations or acquisitions(1)		1,434,632			2,922,778			4,357,410
Interest and fees(2)		1,143,173			757,713			1,900,886
Repayments		(1,877,642	)		(3,066,782	)		(4,944,424	)
Charge-offs, net(3)		(552,178	)		(312,231	)		(864,409	)
Net change in fair value(3)		1,541			57,745			59,286
Effect of foreign currency translation		(3,476	)		—			(3,476	)
Balance at end of period	$	1,526,834		$	2,607,606		$	4,134,440

(1) Originations or acquisitions is presented on a cost basis.

(2) Included in “Revenue” in the consolidated statements of income.

(3) Included in “Change in Fair Value” in the consolidated statements of income.

Guarantees of Consumer Loans

In connection with its CSO program, the Company guarantees consumer loan payment obligations to an unrelated third-party lender for consumer loans and is required to purchase any defaulted loans it has guaranteed. The guarantee represents an obligation to purchase specific loans that go into default. As of September 30, 2025 and 2024 and December 31, 2024, the consumer loans guaranteed by the Company had an estimated fair value of $24.4 million, $25.4 million and $28.4 million, respectively, and an outstanding principal balance of $17.3 million, $18.3 million and $19.9 million, respectively.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

As of September 30, 2025 and 2024 and December 31, 2024, the amount of consumer loans, including principal, fees and interest, guaranteed by the Company was $20.8 million, $21.8 million and $23.8 million, respectively. These loans are not included in the consolidated balance sheets as the Company does not own the loans prior to default.

3. Long-term Debt

The Company’s long-term debt instruments and balances outstanding as of September 30, 2025 and 2024 and December 31, 2024, including maturity date, weighted average interest rate and borrowing capacity as of September 30, 2025, were as follows (dollars in thousands):


				Weighted				Outstanding
	Revolving			average	Borrowing			September 30,						December 31,
	period end date	Maturity date		interest rate(1)	capacity			2025			2024			2024
Funding Debt:
ODAS IV 2025-1 Securitization Notes	March 2028	April 2032		5.89%	$	261,392		$	261,392		$	—		$	—
ODAS IV 2024-2 Securitization Notes	September 2027	October 2031		5.78%		261,353			261,353			—			261,353
2025-A Securitization Notes	—	October 2031		7.29%		123,683			123,683			—			—
ODAS IV 2024-1 Securitization Notes	May 2027	June 2031		6.84%		399,574			399,574			399,574			399,574
2024-A Securitization Notes	—	October 2030		8.09%		59,427			59,427			168,435			123,546
ODAS IV 2023-1 Securitization Notes	July 2026	August 2030		7.66%		227,051			227,051			227,051			227,051
NCR 2022 Securitization Facility	October 2026	October 2028		8.39%		200,000			117,194			75,923			119,039
NCLOCR 2025 Securitization Facility	July 2027	July 2028		8.53%		150,000			45,000			—			—
NCLOCR 2024 Securitization Facility	February 2027	February 2028		9.64%		150,000			75,000			105,000			99,000
2023-A Securitization Notes	—	December 2027		7.78%		13,850			13,850			40,576			32,116
RAOD Securitization Facility	November 2026	November 2027		7.02%		236,842			220,846			230,263			192,000
HWCR 2023 Securitization Facility	September 2026	September 2027		8.52%		487,595			433,214			301,214			331,214
ODR 2022-1 Securitization Facility	June 2026	June 2027		7.82%		420,000			264,668			265,468			188,342
ODR 2021-1 Securitization Facility	November 2025	November 2026		7.75%		233,333			188,338			233,333			233,333
2018-1 Securitization Facility	March 2025	March 2026	(2)	—		—			—			8,000			32,200
Total funding debt				7.39%	$	3,224,100		$	2,690,590		$	2,054,837		$	2,238,768
Corporate Debt:
Revolving line of credit	August 2029	August 2029		7.41%	$	825,000	(3)	$	542,000		$	366,000		$	453,000
9.125% senior notes due 2029	—	August 2029		9.13%		500,000			500,000			500,000			500,000
11.25% senior notes due 2028	—	December 2028		11.25%		400,000			400,000			400,000			400,000
Total corporate debt				9.07%	$	1,725,000		$	1,442,000		$	1,266,000		$	1,353,000
Less: Long-term debt issuance costs								$	(23,454	)	$	(23,383	)	$	(24,830	)
Less: Debt discounts									(2,665	)		(3,719	)		(3,456	)
Total long-term debt								$	4,106,471		$	3,293,735		$	3,563,482

(1) The weighted average interest rate is determined based on the rates and principal balances on September 30, 2025. It does not include the impact of the amortization of deferred loan origination costs or debt discounts.

(2) On May 30, 2025, the remaining outstanding balance on this facility was paid in full and the facility was terminated.

(3) The Company had outstanding letters of credit under the Revolving line of credit of $0.4 million, $0.7 million and $0.7 million as of September 30, 2025 and 2024 and December 31, 2024, respectively.

Weighted average interest rates on long-term debt were 8.76% and 9.37% during the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and 2024 and December 31, 2024, the Company was in compliance with all financial ratios and covenants set forth in the prevailing long-term debt agreements.

Recent Updates to Debt Facilities

Revolving Credit Facility

On August 28, 2025 (the “Third Amendment Date”), the Company and certain of its subsidiaries amended their existing secured asset-backed revolving credit facility by entering into a Third Amendment to Amended and Restated Credit Agreement and Joinder (the “Third Amendment”) with Bank of Montreal, as administrative agent and collateral agent, and the lenders party thereto. The Third Amendment amends the Amended and Restated Credit Agreement, dated as of June 23, 2022, by and among the Company, certain of its subsidiaries, the lenders party thereto and Bank of Montreal, as administrative agent and collateral agent (as amended prior to the Third Amendment Date, the “Existing Credit Agreement” and as amended by the Third Amendment, the “Amended Credit Agreement”).

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Among other changes, the Third Amendment increases the total commitment amount from $665.0 million to $825.0 million, extends the maturity date from June 30, 2026 to August 28, 2029 and reduces the interest rate, as applicable, from the base rate plus 0.75% to the base rate plus 0.50% and from the SOFR rate plus 3.50% to the SOFR rate plus 3.25%.

The Amended Credit Agreement includes the same customary affirmative and negative covenants as the Existing Credit Agreement, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, enter into certain transactions with affiliates, make restricted payments, and enter into restrictive agreement, in each case subject to customary exceptions for a credit facility of this size and type. The Amended Credit Agreement includes the same financial maintenance covenants as the Existing Credit Agreement which require the Company to be in compliance with a minimum fixed charge coverage ratio and a maximum consolidated leverage ratio.

NetCredit LOC Receivables 2025 Securitization Facility

On July 17, 2025, NetCredit LOC Receivables 2025, LLC (“NCLOCR 2025”), a wholly-owned indirect subsidiary of the Company, entered into a receivables securitization (the “NCLOCR 2025 Securitization Facility”) with Banc of California, as administrative agent, and the lenders party thereto from time to time. The NCLOCR 2025 Securitization Facility collateralizes certain receivables that have been and will be originated under the Company’s NetCredit brand by several of its subsidiaries and that meet specified criteria.

The NCLOCR 2025 Securitization Facility has two classes of loans with a total revolving commitment of $150.0 million, which are required to be secured by eligible securitization receivables. The NCLOCR 2025 Securitization Facility is non-recourse to the Company. The facility has a revolving period that ends in July 2027 and a final maturity ending in July 2028.

The NCLOCR 2025 Securitization Facility is governed by a loan and security agreement, dated as of July 17, 2025, among NCLOCR 2025, the administrative agent and the lenders. The Class A revolving loans have a commitment amount of $125.0 million and accrue interest at a rate per annum equal to SOFR plus 3.50% with an advance rate of 75%. The Class B revolving loans have a commitment amount of $25.0 million and accrue interest at a rate per annum equal to SOFR plus 8.00% with an advance rate of 90%. Interest payments on the NCLOCR 2025 Securitization Facility will be made monthly.

2025-A Securitization Notes

On May 30, 2025, NetCredit Combined Receivables A, LLC (“NCCRA”), a wholly-owned indirect subsidiary of the Company, issued $163.9 million of Fixed Rate Asset-Backed Notes (the “2025‑A Securitization Notes”) in a private securitization transaction. The 2025‑A Securitization Notes have a legal final payment date in October 2031 and were issued in one class with a fixed interest rate of 7.29% per annum. The 2025‑A Securitization Notes are backed by a pool of unsecured consumer installment loans. The 2025‑A Securitization Notes represent obligations of NCCRA only and are not guaranteed by the Company. The net proceeds of the offering of the 2025‑A Securitization Notes were used to acquire unsecured consumer installment loans from certain subsidiaries of the Company, fund a reserve account and pay fees and expenses incurred in connection with the transaction.

ODAS IV 2025-1 Securitization Notes

On March 20, 2025, OnDeck Asset Securitization IV, LLC (“ODAS IV”), a wholly-owned indirect subsidiary of the Company, issued $261.4 million in initial principal amount of Series 2025-1 Fixed Rate Asset-Backed Notes (the “ODAS IV 2025-1 Securitization Notes”) in a private securitization transaction. The ODAS IV 2025-1 Securitization Notes have a legal final payment date in April 2032 and were issued in four classes with initial principal amounts and fixed interest rates per annum as follows: Class A Notes of $126.8 million at 5.08%, Class B Notes of $57.8 million at 5.52%, Class C Notes of $45.5 million at 6.64% and Class D Notes of $31.2 million at 8.77%. Collateral for the ODAS IV 2025-1 Securitization Notes consists of, among other things, a revolving pool of small business loans originated or purchased by ODK Capital, LLC (“ODK”), which is a wholly-owned indirect subsidiary of the Company. ODK is the servicer of the loans securing the ODAS IV 2025-1 Securitization Notes. ODAS IV is the sole obligor of the ODAS IV 2025-1 Securitization Notes, which are not obligations of, or guaranteed by, the Company or ODK. The net proceeds of the ODAS IV 2025-1 Securitization Notes were used to purchase small business loans from ODK that were pledged as collateral for the ODAS IV 2025-1 Securitization Notes and for other general corporate purposes.

4. Income Taxes

The Company’s effective tax rate for the nine months ended September 30, 2025 was 24.1% compared to 24.8% for the nine months ended September 30, 2024. The decrease is primarily attributable to higher excess tax benefits on stock compensation due to stock price appreciation and additional state tax attributes generated from legal entity restructuring, partially offset by increased interest expense on unrecognized tax benefits.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

As of September 30, 2025, the balance of unrecognized tax benefits, inclusive of interest and penalties, was $117.9 million, of which $107.1 million is included in “Accounts payable and accrued expenses” on the consolidated balance sheet, with the remaining $10.8 million recorded as a reduction to deferred tax assets. This balance consists of a temporary component of $106.3 million, for which there is an equal and offsetting deferred tax asset, and a permanent component of $11.6 million, which, if recognized, would favorably affect the effective tax rate in the period of recognition. As of September 30, 2024, the balance of unrecognized tax benefits, inclusive of interest and penalties, was $103.0 million, of which $100.8 million was included in “Accounts payable and accrued expenses” on the consolidated balance sheet, with the remaining $2.2 million recorded as a reduction of deferred tax assets. The balance of $103.0 million included a permanent component of $10.6 million. As of December 31, 2024, the Company had $104.2 million of unrecognized tax benefits, inclusive of interest and penalties, of which $82.5 million was included in “Accounts payable and accrued expenses” on the consolidated balance sheet. The remaining $21.7 million was recorded as a reduction to deferred tax assets. The balance of $104.2 million at December 31, 2024 included a permanent component of $7.2 million. In the three months ended September 30, 2024, the Company decreased the balance of the unrecognized tax benefits reserve due to management’s evaluation and remeasurement of its settlement position related to the timing of recognition of income and losses related to the Company's loan and finance receivable portfolio. Based on the expiration of the statute of limitations for certain jurisdictions, the Company believes it is reasonably possible that, within the next twelve months, unrecognized tax benefits could decrease by approximately $0.9 million. The Company believes that it has adequately accounted for any material tax uncertainties in its existing reserves for all open tax years.

The Company’s U.S. tax returns are subject to examination by federal and state taxing authorities. The statute of limitations related to the Company’s consolidated Federal income tax returns is closed for all tax years up to and including 2020. The years open to examination by state, local and foreign government authorities vary by jurisdiction, but the statute of limitation is generally three years from the date the tax return is filed. For jurisdictions that have generated net operating losses, carryovers may be subject to the statute of limitations applicable for the year those carryovers are utilized. In these cases, the period for which the losses may be adjusted will extend to conform with the statute of limitations for the year in which the losses are utilized. In most circumstances, this is expected to increase the length of time that the applicable taxing authority may examine the carryovers by one year or longer, in limited cases.

5. Earnings Per Share

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

The following table sets forth the reconciliation of numerators and denominators of basic and diluted earnings per share computations for the three and nine months ended September 30, 2025 and 2024 (in thousands, except per share amounts):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Numerator:
Net income	$	80,314	$	43,414	$	229,408	$	145,753
Denominator:
Total weighted average basic shares		24,955		26,420		25,307		27,182
Shares applicable to stock-based compensation		1,517		1,291		1,574		1,200
Total weighted average diluted shares		26,472		27,711		26,881		28,382
Earnings per common share:
Earnings per common share – basic	$	3.22	$	1.64	$	9.07	$	5.36
Earnings per common share – diluted	$	3.03	$	1.57	$	8.53	$	5.14

For the three months ended September 30, 2025 and 2024, 188,817 and 94,214 shares of common stock underlying stock options, respectively, and no shares of common stock underlying restricted stock units, respectively, were excluded from the calculation of diluted net income per share because their effect would have been antidilutive. For the nine months ended September 30, 2025 and 2024, 190,093 and 207,263 shares of common stock underlying stock options, respectively, and 3,318 and 1,859 shares of common stock underlying restricted stock units, respectively, were excluded from the calculation of diluted net income per share because their effect would have been antidilutive.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

6. Operating Segment Information

The Company provides online financial services to non-prime credit consumers and small businesses in the United States and Brazil. The Company has one reportable segment, which is composed of the Company’s domestic and international operations and corporate services. The Company has aggregated all components of its business into a single operating segment based on the similarities of the economic characteristics, the nature of the products and services, the nature of the production and distribution methods, the shared technology platforms, the type of customer and the nature of the regulatory environment. The Company's Chief Operating Decision Maker is regularly provided with significant segment expenses at a similar level and category as is disclosed in the Consolidated Statements of Income; as such, separate presentation is not provided in this Note.

Geographic Information

The following table presents the Company’s revenue by geographic region for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Revenue
United States	$	781,966	$	676,703	$	2,254,653	$	1,889,983
Other international countries		20,712		13,221		57,609		38,266
Total revenue	$	802,678	$	689,924	$	2,312,262	$	1,928,249

The Company’s long-lived assets, which consist of the Company’s property and equipment, were $128.7 million, $118.0 million and $120.0 million at September 30, 2025 and 2024 and December 31, 2024, respectively. The operations for the Company’s domestic and international businesses are primarily located within the United States, and the value of any long-lived assets located outside of the United States is immaterial.

7. Commitments and Contingencies

Litigation

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

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

8. Fair Value Measurements

Recurring Fair Value Measurements

The Company uses a hierarchical framework that prioritizes and ranks the market observability of inputs used in its fair value measurements. Market price observability is affected by a number of factors, including the type of asset or liability and the characteristics specific to the asset or liability being measured. Assets and liabilities with readily available, active, quoted market prices or for which fair value can be measured from actively quoted prices generally are deemed to have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The Company classifies the inputs used to measure fair value into one of three levels as follows:

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

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

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

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

During the three and nine months ended September 30, 2025 and 2024, there were no transfers of assets or liabilities in or out of Level 3 fair value measurements. It is the Company’s policy to value any transfers between levels of the fair value hierarchy based on end of period fair values.

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and 2024 and December 31, 2024 are as follows (dollars in thousands):


	September 30,		Fair Value Measurements Using
	2025		Level 1		Level 2		Level 3
Financial assets:
Consumer loans and finance receivables(1)	$	1,694,839	$	—	$	—	$	1,694,839
Small business loans and finance receivables(1)		3,318,014		—		—		3,318,014
Non-qualified savings plan assets(2)		14,094		14,094		—		—
Investment in trading security(3)		9,032		9,032		—		—
Total	$	5,035,979	$	23,126	$	—	$	5,012,853

	September 30,		Fair Value Measurements Using
	2024		Level 1		Level 2		Level 3
Financial assets:
Consumer loans and finance receivables(1)	$	1,526,834	$	—	$	—	$	1,526,834
Small business loans and finance receivables(1)		2,607,606		—		—		2,607,606
Non-qualified savings plan assets(2)		10,694		10,694		—		—
Investment in trading security(3)		7,764		7,764		—		—
Total	$	4,152,898	$	18,458	$	—	$	4,134,440

	December 31,		Fair Value Measurements Using
	2024		Level 1		Level 2		Level 3
Financial assets:
Consumer loans and finance receivables(1)	$	1,639,307	$	—	$	—	$	1,639,307
Small business loans and finance receivables(1)		2,747,137		—		—		2,747,137
Non-qualified savings plan assets(2)		10,712		10,712		—		—
Investment in trading security(3)		3,636		3,636		—		—
Total	$	4,400,792	$	14,348	$	—	$	4,386,444

(1) Consumer and small business loans and finance receivables are included in “Loans and finance receivables at fair value” in the consolidated balance sheets.

(2) The non-qualified savings plan assets are included in “Other receivables and prepaid expenses” in the Company’s consolidated balance sheets and have an offsetting liability, which is included in “Accounts payable and accrued expenses” in the Company’s consolidated balance sheets.

(3) Investment in trading security is included in “Other assets” in the Company’s consolidated balance sheets.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The Company primarily estimates the fair value of its loan and finance receivables portfolio using discounted cash flow models that have been internally developed. The models use inputs, such as estimated losses, prepayments, servicing costs and discount rates, that are unobservable but reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value. Certain unobservable inputs may, in isolation, have either a directionally consistent or opposite impact on the fair value of the financial instrument for a given change in that input. An increase to the net loss rate, prepayment rate, servicing cost, or discount rate would decrease the fair value of the Company’s loans and finance receivables. When multiple inputs are used within the valuation techniques for loans, a change in one input in a certain direction may be offset by an opposite change from another input.

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

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

The Company had no liabilities measured at fair value on a recurring basis as of September 30, 2025 and 2024 and December 31, 2024.

Fair Value Measurements on a Non-Recurring Basis

The Company measures non-financial assets and liabilities such as property and equipment and intangible assets at fair value on a non-recurring basis or when events or circumstances indicate that the carrying amount of the assets may be impaired. At September 30, 2025 and 2024 and December 31, 2024, there were no assets or liabilities recorded at fair value on a non-recurring basis.

Financial Assets and Liabilities Not Measured at Fair Value

The Company’s financial assets and liabilities as of September 30, 2025 and 2024 and December 31, 2024 that are not measured at fair value in the consolidated balance sheets are as follows (dollars in thousands):


	Balance at
	September 30,		Fair Value Measurements Using
	2025		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	53,600	$	53,600	$	—	$	—
Restricted cash		303,365		303,365		—		—
Investment in unconsolidated investee (1)		6,918		—		—		6,918
Total	$	363,883	$	356,965	$	—	$	6,918
Financial liabilities:
Revolving line of credit	$	542,000	$	—	$	—	$	542,000
Securitization notes		2,690,330		—		2,696,450		—
11.25% senior notes due 2028		397,596		—		426,388		—
9.125% senior notes due 2029		500,000		—		523,770		—
Total	$	4,129,926	$	—	$	3,646,608	$	542,000


	Balance at
	September 30,		Fair Value Measurements Using
	2024		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	67,500	$	67,500	$	—	$	—
Restricted cash		186,880		186,880		—		—
Investment in unconsolidated investee (1)		6,918		—		—		6,918
Total	$	261,298	$	254,380	$	—	$	6,918
Financial liabilities:
Revolving line of credit	$	366,000	$	—	$	—	$	366,000
Securitization notes		2,054,272		—		2,075,275		—
11.25% senior notes due 2028		396,846		—		430,084		—
9.125% senior notes due 2029		500,000		—		506,700		—
Total	$	3,317,118	$	—	$	3,012,059	$	366,000

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	Balance at
	December 31,		Fair Value Measurements Using
	2024		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	73,910	$	73,910	$	—	$	—
Restricted cash		248,758		248,758		—		—
Investment in unconsolidated investee (1)		6,918		—		—		6,918
Total	$	329,586	$	322,668	$	—	$	6,918
Financial liabilities:
Revolving line of credit	$	453,000	$	—	$	—	$	453,000
Securitization notes		2,238,279		—		2,246,406		—
11.25% senior notes due 2028		397,033		—		433,112		—
9.125% senior notes due 2029		500,000		—		519,360		—
Total	$	3,588,312	$	—	$	3,198,878	$	453,000

(1) Investment in unconsolidated investee is included in “Other assets” in the consolidated balance sheets.

Cash and cash equivalents and restricted cash bear interest at market rates and have maturities of less than 90 days. The carrying amount of restricted cash and cash equivalents approximates fair value.

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

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

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

9. Subsequent Events

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

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

The following discussion of financial condition, results of operations, liquidity and capital resources and certain factors that may affect future results, including economic and industry-wide factors, of Enova International, Inc. and its subsidiaries should be read in conjunction with our consolidated financial statements and accompanying notes included under Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties, and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please see “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

BUSINESS OVERVIEW

We are a leading technology and analytics company focused on providing online financial services. In 2024, we extended approximately $6.1 billion in credit or financing to borrowers and for the nine months ended September 30, 2025, we extended approximately $5.5 billion in credit or financing to borrowers. As of September 30, 2025, we offered or arranged loans or draws on lines of credit to consumers in 36 states in the United States and Brazil. We also offered or arranged financing to small businesses in 49 states and Washington D.C. in the United States. We use our proprietary technology, analytics and customer service capabilities to quickly evaluate, underwrite and fund loans or provide financing, allowing us to offer consumers and small businesses credit or financing when and how they want it. Our customers include the large and growing number of consumers and small businesses that have bank accounts but use alternative financial services because of their limited access to more traditional credit from banks, credit card companies and other lenders. We were an early entrant into online lending, launching our online business in 2004, and through September 30, 2025, we have completed approximately 68.2 million customer transactions and collected more than 85 terabytes of currently accessible customer behavior data since launch, allowing us to better analyze and underwrite our specific customer base. We have significantly diversified our business over the past several years, having expanded the markets we serve and the financing products we offer. These financing products include installment loans and line of credit accounts.

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

We have developed proprietary underwriting systems based on data we have collected over our more than 20 years of experience. These systems employ advanced risk analytics, including machine learning and artificial intelligence, to decide whether to approve financing transactions, to structure the amount and terms of the financings we offer pursuant to jurisdiction-specific regulations and to provide customers with their funds quickly and efficiently. Our systems closely monitor collection and portfolio performance data that we use to continually refine machine learning-enabled analytical models and statistical measures used in making our credit, purchase, marketing and collection decisions. Approximately 90% of models used in our analytical environment are machine learning-enabled.

Our flexible and scalable technology platforms allow us to process and complete customers’ transactions quickly and efficiently. In 2024, we processed approximately 3.9 million transactions, and we continue to grow our loan and finance receivable portfolios and increase the number of customers we serve through desktop, tablet and mobile platforms. Our highly customizable technology platforms allow us to efficiently develop and deploy new products to adapt to evolving regulatory requirements and consumer preference, and to enter new markets quickly.

We have been able to consistently acquire new customers and successfully generate repeat business from returning customers when they need financing. We believe our customers are loyal to us because they are satisfied with our products and services. We acquire new customers from a variety of sources, including visits to our own websites, mobile sites or applications, and through direct marketing, affiliate marketing, lead providers and relationships with other lenders. We believe that the online convenience of our products and our 24/7 availability to accept applications with quick approval decisions are important to our customers.

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

We believe our successful application of these technological innovations differentiates our capabilities relative to competing platforms as evidenced by our history of strong growth and stable credit quality.

PRODUCTS AND SERVICES

Our online financing products and services provide customers with a deposit of funds to their bank account in exchange for a commitment to repay the amount deposited plus fees and/or interest. We originate, arrange, guarantee, purchase or purchase a participating interest in installment loans and line of credit accounts to consumers and small businesses. We have one reportable segment that includes all of our online financial services. Our loans and finance receivables generally have regular payments that amortize principal. Interest income is generally recognized on an effective, non-accelerated yield basis over the contractual term of the installment loan or estimated outstanding period of the draw on line of credit accounts.

•

Consumer installment loans. Certain subsidiaries (i) directly offer installment loans, (ii) as part of our Bank Programs, as discussed below, purchase or purchase a participating interest in installment loans or (iii) as part of our CSO program, arrange and guarantee installment loans, as discussed below, to consumers in 36 states in the United States. Internationally, we also offer or arrange unsecured consumer installment loan products in Brazil. Terms for our consumer installment loan products range between 3 and 60 months with an average contractual term of 39 months. These loans have regular payments that amortize principal. Loan sizes for these products range between $300 and $10,000. The majority of these loans accrue interest daily at a fixed rate for the life of the loan and have no fees. The average annualized yield for these loans was 86% for the year ended December 31, 2024. Loans may be repaid early at any time with no additional prepayment charges.

•

Small business installment loans. Certain subsidiaries offer, or arrange through our Bank Programs, small business installment loans in 49 states and in Washington D.C. Terms for these products range between 3 and 24 months with an average contractual term of 14 months. These loans have regular payments that amortize principal. Loan sizes for these products range between $5,000 and $250,000. There is generally a fee paid upon origination, and total interest is typically calculated at a fixed rate for the life of the loan. A portion of the interest is forgivable if prepaid early, although we also offer a full prepayment forgiveness option at a higher interest rate. The average annualized yield for these products was 46% for the year ended December 31, 2024.

•

Consumer line of credit accounts. Certain subsidiaries directly offer, or purchase participation interests in receivables through our Bank Programs, new consumer line of credit accounts in 30 states (and continue to service existing line of credit accounts in two additional states) in the United States. Line of credit accounts allow customers to draw on their unsecured line of credit in increments of their choosing up to their credit limit, which ranges between $100 and $7,000. Customers may pay off their account balance in full at any time or make required minimum payments in accordance with the terms of the line of credit account. The repayment period varies depending upon certain factors, which may include outstanding principal and differences in minimum payment calculations by product. Customers are typically charged a fee when funds are drawn and subsequently incur fee- or interest-based charges at a fixed rate, depending upon the product and the state in which the customer resides. The average annualized yield for these products was 159% for the year ended December 31, 2024.

•

Small business line of credit accounts. Certain subsidiaries offer, or arrange through our Bank Programs, small business line of credit accounts in 49 states and in Washington D.C. in the United States. Terms for these products range between 12 and 24 months with regular payments that amortize principal. Loan sizes for these products range between $5,000 and $150,000. Interest is calculated at a fixed rate based on the outstanding balance. There is generally no fee paid upon origination with the exception of one of our small business line of credit products, which has an origination fee when allowed by state law. The average annualized yield for these products was 47% for the year ended December 31, 2024.

•

CSO program. We currently operate a credit services organization or credit access business (“CSO”) program in Texas. Through our CSO program, we provide services related to a third-party lender’s installment consumer loan products by acting as a credit services organization or credit access business on behalf of consumers in accordance with applicable state laws. Services offered under our CSO program include credit-related services such as arranging loans with an independent third-party lender and assisting in the preparation of loan applications and loan documents (“CSO loans”). When a consumer executes an agreement with us under our CSO program, we agree, for a fee payable to us by the consumer, to provide certain services, one of which is to guarantee the consumer’s obligation to repay the loan received by the consumer from the third-party lender if the consumer fails to do so. For CSO loans, the lender is responsible for providing the criteria by which the consumer’s application is underwritten and, if approved, determining the amount of the consumer loan. We, in turn, are responsible for assessing whether or not we will guarantee such loan. The guarantee represents an obligation to purchase the loan, which has terms of up to six months, if it goes into default.

•

Bank programs. Certain subsidiaries operate programs with certain banks (“Bank Programs”) to provide marketing services and loan servicing for certain installment loans and line of credit accounts. The Bank Programs that relate to the consumer portfolio in the United States include near-prime unsecured installment loans and line of credit accounts for which our subsidiaries receive marketing and servicing fees. The bank has the ability to sell, and the participating subsidiaries have the option, but not the requirement, to purchase the loans or a participating interest in receivables the bank originates. We do not guarantee the performance of the loans and line of credit accounts originated by the bank.

In conjunction with our Brazilian business, we also have a Bank Program with a separate bank in Brazil whereby the bank has the authority to originate loans and collect a service fee. After origination, the loans are purchased by us. The Bank Program that relates to the small business portfolio is with a separate bank and includes installment loans and line of credit accounts. We receive marketing fees while the bank receives origination fees and certain program fees. The bank has the ability to sell and we have the option, but not the requirement, to purchase the installment loans the bank originates and, in the case of line of credit accounts, extensions under those line of credit accounts. We do not guarantee the performance of the loans or line of credit accounts originated by the bank.

•

Money transfer business. Under our Pangea brand, we operate a money transfer platform that allows customers to send money from the United States to Mexico, other Latin American countries and Asia. The customer pays us in U.S. dollars, and we then make local currency available to the intended recipient of the transfer in one of many termination countries. Our revenue model includes a fee per transfer and an exchange rate spread. Our customers can access our proprietary platform via the website, Android app, or iOS (Apple) app.

OUR MARKETS

We currently provide our services in the following countries:

•

United States. We began our online business in the United States in May 2004. As of September 30, 2025, we provided services in all 50 states and Washington D.C. We market our financing products under the names CashNetUSA at www.cashnetusa.com, NetCredit at www.netcredit.com, OnDeck at www.ondeck.com and Headway Capital at www.headwaycapital.com, and we market our money transfer platform under the name Pangea at www.pangeamoneytransfer.com.

•

Brazil. In June 2014, we launched our business in Brazil under the name Simplic at www.simplic.com.br, where we arrange unsecured consumer installment loans for a third-party lender. We plan to continue to invest in and expand our financial services program in Brazil.

Our internet websites and the information contained therein or connected thereto are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q.

RECENT REGULATORY DEVELOPMENTS

Consumer Financial Protection Bureau

On November 15, 2023, we consented to the issuance of a Consent Order by the Consumer Financial Protection Bureau (“CFPB”) pursuant to which we agreed, without admitting or denying any of the facts or conclusions, to pay a civil money penalty of $15 million. The Consent Order related to issues, the majority of which were self-disclosed, including payment processing and debiting errors. Effective August 29, 2025, the CFPB terminated the Consent Order in full and waived any alleged non-compliance therewith.

In October 2017, the CFPB issued its final rule entitled “Payday, Vehicle Title, and Certain High-Cost Installment Loans” (the “Small Dollar Rule”), which covers certain consumer loans that we offer. The Small Dollar Rule initially required that lenders who make short-term loans and longer-term loans with balloon payments reasonably determine consumers’ ability to repay (“ATR”) the loans according to their terms before issuing the loans. The Small Dollar Rule also introduced new limitations on repayment processes for those lenders as well as lenders of other longer-term loans with an annual percentage rate greater than 36 percent that include an ACH authorization or similar payment provision. If a consumer has two consecutive failed payment attempts, the lender must obtain the consumer’s new and specific authorization to make further withdrawals from the consumer’s bank account. For loans covered by the Small Dollar Rule, lenders must provide certain notices to consumers before attempting a first payment withdrawal or an unusual withdrawal and after two consecutive failed withdrawal attempts. On July 7, 2020, the CFPB issued a final rule rescinding the ATR provisions of the Small Dollar Rule along with related provisions, such as the establishment of registered information systems for checking ATR and reporting loan activity. The payment provisions of the Small Dollar Rule remained in place. In April 2018, an action was filed against the CFPB making a constitutional challenge to the Small Dollar Rule. After appeals to the Fifth Circuit and Supreme Court and a stay of the compliance date, on May 16, 2024, the Supreme Court upheld the constitutionality of the funding structure of the CFPB and remanded the case back to the Fifth Circuit. On June 19, 2024, the Fifth Circuit declared that the CFPB’s funding structure and Small Dollar Rule are constitutional. On July 3, 2024, the CFSA filed a petition for rehearing en banc that was denied by the Court. On November 25, 2024, the Fifth Circuit clarified that the stay of the compliance date of the Small Dollar Rule expires on March 30, 2025. On March 28, 2025, the CFPB issued a press release entitled “CFPB Offers Regulatory Relief for Small Loan Providers” indicating that the CFPB “will not prioritize enforcement or supervision actions with regard to any penalties or fines associated with the Payment Withdrawal provisions and the Payment Disclosure provisions once they become operative on March 30, 2025.” The CFPB also indicated that it is contemplating issuing a notice of proposed rulemaking to narrow the scope of the rule. If the CFPB elects to prioritize enforcement and we are not able to execute payment process and customer notification changes effectively because of unexpected complexities, costs or otherwise, we cannot guarantee that the Small Dollar Rule will not have a material adverse impact on our business, prospects, results of operations, financial condition and cash flows.

On March 30, 2023, the CFPB issued its final rule to implement Section 1071 of the Dodd-Frank Act. Section 1071 amended the Equal Credit Opportunity Act to require financial institutions to collect and report certain data in connection with credit applications made by small businesses, including women- or minority-owned small businesses, and applies to small business loans that we offer. For loans covered by the small business lending rule, a “covered lender” will be required to collect and report on certain information pursuant to an application for credit. Section 1071 requires covered lenders to collect and report information the financial institution generates and information obtained from the applicant, including the applicant’s minority-owned business status, women-owned business status and LGBTQI+-owned status and the applicant’s principal owners’ ethnicity, race and sex, and expressly prohibits a financial institution from discouraging an applicant from responding to requests for applicant-provided data. On April 26, 2023, the Texas Bankers Association filed an action challenging the rule. The district court entered judgment in favor of the CFPB on the Administrative Procedure Act challenges and the ruling was appealed to the Fifth Circuit. The Fifth Circuit ordered the tolling of the compliance deadlines but only to the plaintiffs and intervenors in the case, including trade associations in which the Company’s small business loan business participates. Separately, on April 2, 2025, the House Financial Services Committee approved H.R. 976, which would repeal Section 1071 if passed. On June 18, 2025, the CFPB issued an interim final rule to extend the compliance deadlines by approximately one year. It further indicated its intent to initiate a new Section 1071 rulemaking and anticipates issuing a notice of proposed rulemaking as expeditiously as reasonably possible. On October 2, 2025, the CFPB published a final rule with the same extended compliance dates provided for in the June interim rule. Absent further court action, legislative action or action by the CFPB, the Company’s small business loan business will need to update its application process to appropriately collect, store and report data required by Section 1071’s implementing regulation. The Company will continue to monitor litigation, rulemaking and bills related to the rule.

European Union Pillar Two Directive

On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework that was supported by over 130 countries worldwide. The EU effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. A significant number of other countries are expected to also implement similar legislation. As of September 30, 2025, among the jurisdictions where the Company operates, only Brazil has enacted legislation adopting the Pillar Two Rules, specifically a Qualified Domestic Minimum Top-up Tax, effective in fiscal 2025. We do not expect the changes brought about by this directive to have a material impact on our consolidated financial statements.

One Big Beautiful Bill Act

On July 4, 2025, the “One Big Beautiful Bill Act” (the “OBBBA”) was enacted into law. The OBBBA’s various provisions include, among other things, accelerated tax deductions for qualified property and research expenditures. The legislation has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. We have evaluated the OBBBA provisions enacted during the current quarter and estimated their impact on the consolidated financial statements to be immaterial. We will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.

RESULTS OF OPERATIONS

Highlights

Our financial results for the three-month period ended September 30, 2025, or the current quarter, are summarized below.

•

Consolidated total revenue increased $112.8 million, or 16.3%, to $802.7 million in the current quarter compared to $689.9 million for the three months ended September 30, 2024, or the prior year quarter.

•

Consolidated net revenue was $460.7 million in the current quarter compared to $400.3 million in the prior year quarter.

•

Consolidated income from operations increased $43.1 million, or 28.0%, to $196.8 million in the current quarter compared to $153.7 million in the prior year quarter.

•

Consolidated net income was $80.3 million in the current quarter compared to $43.4 million in the prior year quarter. Consolidated diluted income per share was $3.03 in the current quarter compared to $1.57 in the prior year quarter.

Overview

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenue
Loans and finance receivables revenue	$	791,723		$	680,338		$	2,281,721		$	1,900,886
Other		10,955			9,586			30,541			27,363
Total Revenue		802,678			689,924			2,312,262			1,928,249
Change in Fair Value		(341,971	)		(289,568	)		(983,915	)		(811,836	)
Net Revenue		460,707			400,356			1,328,347			1,116,413
Operating Expenses
Marketing		147,351			141,059			429,490			372,391
Operations and technology		64,564			56,628			190,674			165,960
General and administrative		39,661			38,916			122,633			118,489
Depreciation and amortization		12,356			10,039			32,765			30,011
Total Operating Expenses		263,932			246,642			775,562			686,851
Income from Operations		196,775			153,714			552,785			429,562
Interest expense, net		(86,954	)		(76,902	)		(250,279	)		(213,453	)
Foreign currency transaction gain (loss)		90			(95	)		(228	)		(162	)
Equity method investment income (loss)		258			(16,552	)		991			(16,552	)
Other nonoperating expenses		—			(4,678	)		(1,019	)		(5,691	)
Income before Income Taxes		110,169			55,487			302,250			193,704
Provision for income taxes		29,855			12,073			72,842			47,951
Net income	$	80,314		$	43,414		$	229,408		$	145,753
Earnings per common share - diluted	$	3.03		$	1.57		$	8.53		$	5.14

Revenue
Loans and finance receivables revenue		98.6	%		98.6	%		98.7	%		98.6	%
Other		1.4			1.4			1.3			1.4
Total Revenue		100.0			100.0			100.0			100.0
Change in Fair Value		(42.6	)		(42.0	)		(42.6	)		(42.1	)
Net Revenue		57.4			58.0			57.4			57.9
Operating Expenses
Marketing		18.4			20.4			18.6			19.3
Operations and technology		8.1			8.2			8.2			8.6
General and administrative		4.9			5.6			5.3			6.1
Depreciation and amortization		1.5			1.5			1.4			1.6
Total Operating Expenses		32.9			35.7			33.5			35.6
Income from Operations		24.5			22.3			23.9			22.3
Interest expense, net		(10.8	)		(11.2	)		(10.8	)		(11.1	)
Foreign currency transaction loss		—			—			—			—
Equity method investment income (loss)		—			(2.4	)		—			(0.9	)
Other nonoperating expenses		—			(0.7	)		—			(0.3	)
Income before Income Taxes		13.7			8.0			13.1			10.0
Provision for income taxes		3.7			1.7			3.2			2.5
Net income		10.0	%		6.3	%		9.9	%		7.6	%

Valuation of Loans and Finance Receivables

We carry our loans and finance receivables at fair value with changes in fair value recognized directly in earnings. We estimate the fair value of our loans and finance receivables primarily using internally-developed, discounted cash flow analyses to more accurately predict future payments. We adjust contractual cash flows for estimated losses, prepayments and servicing costs over the estimated duration of the underlying assets and discount the future cash flows using a rate of return that we believe a market participant would require. Model results may be adjusted by management if we do not believe the output reflects the fair value of the portfolio, as defined under GAAP. The models are updated at each measurement date to capture any changes in internal factors such as nature, term, volume, payment trends, remaining time to maturity, and portfolio mix, as well as changes in underwriting or observed trends expected to impact future performance. We have validated model performance by comparing past valuations with actual performance noted after each valuation.

In 2024 and the first nine months of 2025, views in the marketplace on the economy and its near-term prospects remained mixed with concerns on employment, inflation, tariffs and other macroeconomic trends. In certain situations, management concluded that the probability of future charge-offs or prepayments was different than what we had experienced in the past and, therefore, altered those assumptions in our fair value models. We continue to utilize this approach and have adjusted these assumptions where appropriate. We also evaluate the discount rates used in our models on a quarterly basis and adjust when appropriate to be responsive to changes in the market and representative of what a market participant would use. As of September 30, 2025, we deemed the resulting fair value of our loans and finance receivables to be an appropriate market-based exit price that considers current market conditions.

NON-GAAP FINANCIAL MEASURES

In addition to the financial information prepared in conformity with generally accepted accounting principles (“GAAP”), we provide historical non-GAAP financial information. We present non-GAAP financial information because such measures are used by management in understanding the activities and business metrics of our operations. We believe that these non-GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business.

We provide non-GAAP financial information for informational purposes and to enhance understanding of our GAAP consolidated financial statements. Readers should consider the information in addition to, but not instead of or superior to, our consolidated financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.

Adjusted Earnings Measures

We provide adjusted earnings and adjusted earnings per share, or, collectively, the Adjusted Earnings Measures, which are non-GAAP measures. We believe that the presentation of these measures provides investors with greater transparency and facilitates comparison of operating results across a broad spectrum of companies with varying capital structures, compensation strategies, derivative instruments and amortization methods, which provides a more complete understanding of our financial performance, competitive position and prospects for the future. We utilize, and also believe that investors utilize, the Adjusted Earnings Measures to assess operating performance, recognizing that such measures may highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP. In addition, we believe that the Adjusted Earnings Measures are useful to management and investors in comparing our financial results during the periods shown without the effect of certain items that are not indicative of our core operating performance or results of operations.

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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Net income	$	80,314		$	43,414		$	229,408		$	145,753
Adjustments:
Transaction-related costs(a)		—			—			—			327
Equity method investment (income) loss(b)		(258	)		16,552			(991	)		16,552
Other nonoperating expenses(c)		—			4,678			1,019			5,691
Intangible asset amortization		2,014			2,014			6,041			6,041
Stock-based compensation expense		8,535			8,116			24,577			23,519
Foreign currency transaction (gain) loss		(90	)		95			228			162
Cumulative tax effect of adjustments		(1,692	)		(6,949	)		(4,668	)		(12,181	)
Adjusted earnings	$	88,823		$	67,920		$	255,614		$	185,864

Diluted earnings per share	$	3.03		$	1.57		$	8.53		$	5.14
Adjustments:
Transaction-related costs		—			—			—			0.01
Equity method investment (income) loss		(0.01	)		0.60			(0.04	)		0.58
Other nonoperating expenses		—			0.17			0.04			0.20
Intangible asset amortization		0.08			0.07			0.22			0.21
Stock-based compensation expense		0.32			0.29			0.91			0.83
Foreign currency transaction (gain) loss		—			—			0.01			0.01
Cumulative tax effect of adjustments		(0.06	)		(0.25	)		(0.16	)		(0.43	)
Adjusted earnings per share	$	3.36		$	2.45		$	9.51		$	6.55

(a) In the first quarter of 2024, we recorded costs totaling $0.3 million ($0.2 million net of tax) related to a consent solicitation for the Senior Notes due 2025.

(b) In the third quarter of 2024, we recorded an equity method investment loss of $16.6 million ($13.3 million net of tax) related to the write-down of our investment in Linear.

(c) In the second quarter of 2025, the third quarter of 2024, the second quarter of 2024 and the first quarter of 2024, we recorded other nonoperating expenses of $1.0 million ($0.8 million net of tax), $4.7 million ($3.5 million net of tax), $0.5 million ($0.4 million net of tax) and $0.5 million ($0.4 million net of tax), respectively, related to early extinguishment of debt.

Adjusted EBITDA

We provide Adjusted EBITDA, which is a non-GAAP measure that we define as earnings excluding depreciation, amortization, interest, foreign currency transaction gains or losses, taxes, stock-based compensation expense and certain other items, as appropriate, that are not indicative of our core operating performance. We utilize, and also believe that investors utilize, Adjusted EBITDA to analyze operating performance and evaluate our ability to incur and service debt and our capacity for making capital expenditures. We believe Adjusted EBITDA is useful to management and investors in comparing our financial results during the periods shown without the effect of certain non-cash items and certain items that are not indicative of our core operating performance or results of operations. Adjusted EBITDA is also useful to investors to help assess our estimated enterprise value.

The computation of Adjusted EBITDA, as presented below, may differ from the computation of similarly-titled measures provided by other companies (in thousands):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Net income	$	80,314		$	43,414		$	229,408		$	145,753
Depreciation and amortization expenses		12,356			10,039			32,765			30,011
Interest expense, net		86,954			76,902			250,279			213,453
Foreign currency transaction (gain) loss		(90	)		95			228			162
Provision for income taxes		29,855			12,073			72,842			47,951
Stock-based compensation expense		8,535			8,116			24,577			23,519
Adjustments:
Transaction-related costs(a)		—			—			—			327
Equity method investment (income) loss(b)		(258	)		16,552			(991	)		16,552
Other nonoperating expenses(c)		—			4,678			1,019			5,691
Adjusted EBITDA	$	217,666		$	171,869		$	610,127		$	483,419

Adjusted EBITDA margin calculated as follows:
Total Revenue	$	802,678		$	689,924		$	2,312,262		$	1,928,249
Adjusted EBITDA		217,666			171,869			610,127			483,419
Adjusted EBITDA as a percentage of total revenue		27.1	%		24.9	%		26.4	%		25.1	%

Refer to footnotes in previous table for explanation of (a), (b) and (c).

Combined Loans and Finance Receivables Measures

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

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

THREE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2024

Revenue and Net Revenue

Revenue increased $112.8 million, or 16.3%, to $802.7 million for the current quarter as compared to $689.9 million for the prior year quarter. The increase was driven by a 29.3% increase in revenue from our small business portfolio and a 7.9% increase in revenue from our consumer portfolio as higher levels of originations have led to higher loan balances for both portfolios.

Net revenue for the current quarter was $460.7 million compared to $400.3 million for the prior year quarter. Our consolidated net revenue margin was 57.4% for the current quarter compared to 58.0% for the prior year quarter. Refer to “—Consumer Loans and Finance Receivables” and “—Small Business Loans and Finance Receivables” below for additional discussion of net revenue for the current quarter.

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


	Three Months Ended September 30,
	2025			2024			$ Change			% Change
Revenue by product:
Consumer loans and finance receivables revenue	$	443,413		$	410,884		$	32,529			7.9	%
Small business loans and finance receivables revenue		348,310			269,454			78,856			29.3
Total loans and finance receivables revenue		791,723			680,338			111,385			16.4
Other		10,955			9,586			1,369			14.3
Total revenue		802,678			689,924			112,754			16.3
Change in fair value		(341,971	)		(289,568	)		(52,403	)		18.1
Net revenue	$	460,707		$	400,356		$	60,351			15.1	%

Revenue by product (% to total):
Consumer loans and finance receivables revenue		55.2	%		59.6	%
Small business loans and finance receivables revenue		43.4			39.0
Total loans and finance receivables revenue		98.6			98.6
Other		1.4			1.4
Total revenue		100.0			100.0
Change in fair value		(42.6	)		(42.0	)
Net revenue		57.4	%		58.0	%

Revenue generated from the Company’s operations for the current quarter and the prior year quarter was as follows (in thousands):


	Three Months Ended September 30,
	2025		2024
Loan interest	$	535,330	$	445,473
Statement and draw fees on line of credit accounts		219,017		201,215
Other		48,331		43,236
Total Revenue	$	802,678	$	689,924

Loan and Finance Receivable Balances

The fair value of our loan and finance receivable portfolio in our consolidated financial statements was $5,012.9 million and $4,134.4 million as of September 30, 2025 and 2024, respectively. The outstanding principal balance of our loan and finance receivables portfolio was $4,344.9 million and $3,593.4 million as of September 30, 2025 and 2024, respectively. The fair value of the combined loan and finance receivables portfolio includes $24.4 million and $25.4 million with an outstanding principal balance of $17.3 million and $18.3 million of consumer loan balances that are guaranteed by us but not owned by us, which are not included in our consolidated financial statements as of September 30, 2025 and 2024, respectively.

The consumer portfolio balance was 34.1% of our combined loan and finance receivable portfolio balance at fair value as of September 30, 2025 compared to 37.3% as of September 30, 2024. Our small business portfolio of loans and finance receivables was 65.9% of our combined loan and finance receivable portfolio at fair value as of September 30, 2025 compared to 62.7% as of September 30, 2024. See “Non-GAAP Financial Measures—Combined Loans and Finance Receivables Measures” above for additional information related to combined loans and finance receivables.

The following tables summarize loan and finance receivable balances outstanding as of September 30, 2025 and 2024 (in thousands):


	As of September 30, 2025									As of September 30, 2024
				Guaranteed									Guaranteed
	Company			by the						Company			by the
	Owned(a)			Company(a)			Combined(b)			Owned(a)			Company(a)			Combined(b)
Consumer loans and finance receivables
Principal	$	1,396,611		$	17,301		$	1,413,912		$	1,266,030		$	18,292		$	1,284,322
Fair value		1,694,839			24,372			1,719,211			1,526,834			25,446			1,552,280
Fair value as a % of principal		121.4	%		140.9	%		121.6	%		120.6	%		139.1	%		120.9	%
Small business loans and finance receivables
Principal	$	2,948,290		$	—		$	2,948,290		$	2,327,336		$	—		$	2,327,336
Fair value		3,318,014			—			3,318,014			2,607,606			—			2,607,606
Fair value as a % of principal		112.5	%		—	%		112.5	%		112.0	%		—	%		112.0	%
Total loans and finance receivables
Principal	$	4,344,901		$	17,301		$	4,362,202		$	3,593,366		$	18,292		$	3,611,658
Fair value		5,012,853			24,372			5,037,225			4,134,440			25,446			4,159,886
Fair value as a % of principal		115.4	%		140.9	%		115.5	%		115.1	%		139.1	%		115.2	%

(a) GAAP measure. The loans and finance receivables balances guaranteed by us relate to loans originated by a third-party lender through the CSO program that we have not yet purchased and, therefore, are not included in our consolidated financial statements.

(b) Non-GAAP measure. See “Non-GAAP Financial Measures—Combined Loans and Finance Receivables Measures” above.

At September 30, 2025 and 2024, the ratio of fair value as a percentage of principal was 115.4% and 115.1%, respectively, on company owned loans and finance receivables and 115.5% and 115.2%, respectively, on combined loans and finance receivables. These ratios slightly increased compared to the prior year due to improvement in both the consumer and small business portfolios. Refer to “—Consumer Loans and Finance Receivables” and “—Small Business Loans and Finance Receivables” below for additional discussion of fair value ratios for the current quarter.

Average Amount Outstanding per Loan and Finance Receivable

The average amount outstanding per loan and finance receivable is calculated as the total combined loans and finance receivables, gross balance at the end of the period divided by the total number of combined loans and finance receivables outstanding at the end of the period. The following table shows the average amount outstanding per loan and finance receivable by product at September 30, 2025 and 2024:


	As of September 30,
	2025		2024
Average amount outstanding per loan and finance receivable(a)
Consumer loans and finance receivables(b)	$	1,676	$	1,690
Small business loans and finance receivables		42,157		39,488
Total loans and finance receivables(b)		4,551		4,204

(a) The disclosure regarding the average amount per loan and finance receivable is statistical data that is not included in our consolidated financial statements.

(b) Includes loans guaranteed by us, which represent loans originated by a third-party lender through the CSO program that we have not yet purchased and, therefore, are not included in our consolidated financial statements.

The average amount outstanding per loan and finance receivable increased slightly in the current quarter compared to the prior year quarter for our overall portfolio due to an increase in our small business portfolio, partially offset by a minor decrease in our consumer portfolio.

Average Loan and Finance Receivable Origination

The following table shows the average loan and finance receivable origination amount by product for the current quarter compared to the prior year quarter:


	Three Months Ended
	September 30,
	2025		2024
Average loan and finance receivable origination amount(a)
Consumer loans and finance receivables(b)(c)	$	579	$	591
Small business loans and finance receivables(c)		16,261		16,330
Total loans and finance receivables(b)		1,779		1,572

(a) The disclosure regarding the average loan origination amount is statistical data that is not included in our consolidated financial statements.

The average loan and finance receivable origination amount is smaller than the average amount outstanding per loan and finance receivable in the previous section as the former measure includes incremental draws on our line of credit accounts whereas the latter measure includes the entire outstanding receivable on our line of credit accounts.

The average loan and finance receivable origination amount increased to $1,779 during the current quarter from $1,572 during the prior year quarter, due primarily to a higher proportion of loans originated in the small business portfolio, the average size of which greatly exceeds the average size of loans in the consumer portfolio.

Credit Performance of Loans and Finance Receivables

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

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


	2024						2025
	Third			Fourth			First			Second			Third
	Quarter			Quarter			Quarter			Quarter			Quarter
Ending combined loans and finance receivables, including principal and accrued fees/interest outstanding:
Company owned	$	3,742,767		$	3,966,486		$	4,117,245		$	4,298,675		$	4,500,360
Guaranteed by the Company(a)		21,797			23,826			17,954			20,014			20,750
Ending combined loan and finance receivables balance(b)	$	3,764,564		$	3,990,312		$	4,135,199		$	4,318,689		$	4,521,110
> 30 days delinquent		293,839			297,832			318,356			305,583			327,387
> 30 days delinquency rate		7.8	%		7.5	%		7.7	%		7.1	%		7.2	%

(a) Represents loans originated by a third-party lender through the CSO program that we have not yet purchased, which are not included in our consolidated balance sheets.

(b) Non-GAAP measure. See “Non-GAAP Financial Measures—Combined Loans and Finance Receivables Measures” above.

Refer to “—Consumer Loans and Finance Receivables” and “—Small Business Loans and Finance Receivables” below for additional discussion of credit performance for the current quarter.

Consumer Loans and Finance Receivables

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


	2024						2025
	Third			Fourth			First			Second			Third
	Quarter			Quarter			Quarter			Quarter			Quarter
Consumer loans and finance receivables:
Consumer combined loan and finance receivable principal balance:
Company owned	$	1,266,030		$	1,354,014		$	1,326,768		$	1,375,065		$	1,396,611
Guaranteed by the Company(a)		18,292			19,859			14,813			16,762			17,301
Total combined loan and finance receivable principal balance(b)	$	1,284,322		$	1,373,873		$	1,341,581		$	1,391,827		$	1,413,912
Consumer combined loan and finance receivable fair value balance:
Company owned	$	1,526,834		$	1,639,307		$	1,616,337		$	1,668,336		$	1,694,839
Guaranteed by the Company(a)		25,446			28,414			21,225			23,777			24,372
Ending combined loan and finance receivable fair value balance(b)	$	1,552,280		$	1,667,721		$	1,637,562		$	1,692,113		$	1,719,211
Fair value as a % of principal(b)(c)		120.9	%		121.4	%		122.1	%		121.6	%		121.6	%
Consumer combined loan and finance receivable balance, including principal and accrued fees/interest outstanding:
Company owned	$	1,390,882		$	1,482,970		$	1,449,511		$	1,502,158		$	1,525,989
Guaranteed by the Company(a)		21,797			23,826			17,954			20,014			20,750
Ending combined loan and finance receivable balance(b)	$	1,412,679		$	1,506,796		$	1,467,465		$	1,522,172		$	1,546,739
Average consumer combined loan and finance receivable balance, including principal and accrued fees/interest outstanding:
Company owned(d)	$	1,344,872		$	1,429,349		$	1,476,814		$	1,467,200		$	1,524,792
Guaranteed by the Company(a)(d)		18,999			22,060			20,700			18,495			20,881
Average combined loan and finance receivable balance(b)(d)	$	1,363,871		$	1,451,409		$	1,497,514		$	1,485,695		$	1,545,673
Installment loans as percentage of average combined loan and finance receivable balance		36.9	%		35.9	%		35.4	%		35.5	%		36.2	%
Line of credit accounts as percentage of average combined loan and finance receivable balance		63.1	%		64.1	%		64.6	%		64.5	%		63.8	%

Revenue	$	410,884		$	433,648		$	430,825		$	428,311		$	443,413
Change in fair value		(203,647	)		(212,947	)		(217,057	)		(215,393	)		(246,789	)
Net revenue	$	207,237		$	220,701		$	213,768		$	212,918		$	196,624
Net revenue margin		50.4	%		50.9	%		49.6	%		49.7	%		44.3	%

Combined loan and finance receivable originations and purchases	$	569,091		$	601,734		$	508,245		$	564,214		$	589,565

Delinquencies:
> 30 days delinquent	$	123,369		$	123,442		$	120,598		$	121,333		$	142,240
> 30 days delinquent as a % of combined loan and finance receivable balance(b)(c)		8.7	%		8.2	%		8.2	%		8.0	%		9.2	%

Charge-offs:
Charge-offs (net of recoveries)	$	203,588		$	233,139		$	227,785		$	215,004		$	249,545
Charge-offs (net of recoveries) as a % of average combined loan and finance receivable balance(b)(d)		14.9	%		16.1	%		15.2	%		14.5	%		16.1	%

(a) Represents loans originated by a third-party lender through the CSO program that we have not yet purchased, which are not included in our consolidated balance sheets.

(b) Non-GAAP measure.

(d) The average combined loan and finance receivable balance is the average of the month-end balances during the period.

Demand for our consumer loan products and services in the United States has historically been highest in the third and fourth quarters of each year, corresponding to the holiday season, and lowest in the first quarter of each year, corresponding to our customers’ receipt of income tax refunds. The ending balance, including principal and accrued fees/interest outstanding, of combined consumer loans and finance receivables at September 30, 2025 increased 9.5% to $1,546.7 million compared to $1,412.7 million at September 30, 2024, due primarily to originations outpacing repayments.

The percentage of loans greater than 30 days delinquent of 9.2% was slightly higher at September 30, 2025 compared to 8.7% at September 30, 2024, and charge-offs (net of recoveries) as a percentage of average combined loan and finance receivable balance increased to 16.1% in the current quarter compared to 14.9% for the prior year quarter. While slightly higher than the prior year quarter, these results are still in a reasonable range for the consumer portfolio and consistent with other quarters in the past four years.

Compared to the prior sequential quarter ending June 30, 2025, the percentage of loans greater than 30 days delinquent and charge-offs (net of recoveries) as a percentage of average combined loan and finance receivable balance both increased, which is consistent with our normal seasonal pattern.

Revenue related to our consumer loans and finance receivables was $443.4 million for the current quarter compared to $410.9 million for the prior year quarter. The increase in revenue was driven primarily by growth in the overall portfolio. The net revenue margin related to our consumer loans and finance receivables was 44.3% in the current quarter, which was lower than the net revenue margin in three of the prior four sequential quarters due primarily to slightly higher charge-offs (net of recoveries) and delinquencies.

The ratio of fair value as a percentage of principal on consumer loans and finance receivables was 121.6% at September 30, 2025, which is fairly consistent compared to 120.9% at September 30, 2024 and 121.6% at June 30, 2025. Refer also to “Results of Operations—Valuation of Loans and Finance Receivables” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional discussion on loan valuation.

Small Business Loans and Finance Receivables

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


	2024						2025
	Third			Fourth			First			Second			Third
	Quarter			Quarter			Quarter			Quarter			Quarter
Small business loans and finance receivables:
Total loan and finance receivable principal balance	$	2,327,336		$	2,456,430		$	2,637,651		$	2,766,048		$	2,948,290
Ending loan and finance receivable fair value balance		2,607,606			2,747,137			2,953,482			3,104,979			3,318,014
Fair value as a % of principal(a)		112.0	%		111.8	%		112.0	%		112.3	%		112.5	%

Ending loan and finance receivable balance, including principal and accrued fees/interest outstanding	$	2,351,885		$	2,483,516		$	2,667,734		$	2,796,517		$	2,974,371

Average loan and finance receivable balance(b)	$	2,313,142		$	2,412,795		$	2,591,661		$	2,734,474		$	2,882,684
Installment loans as percentage of average combined loan and finance receivable balance		51.2	%		50.3	%		49.7	%		48.9	%		48.5	%
Line of credit accounts as percentage of average combined loan and finance receivable balance		48.8	%		49.7	%		50.3	%		51.1	%		51.5	%

Revenue	$	269,454		$	285,762		$	304,596		$	326,266		$	348,310
Change in fair value		(83,390	)		(101,144	)		(100,423	)		(105,163	)		(93,083	)
Net revenue	$	186,064		$	184,618		$	204,173		$	221,103		$	255,227
Net revenue margin		69.1	%		64.6	%		67.0	%		67.8	%		73.3	%

Combined loan and finance receivable originations and purchases	$	1,044,829		$	1,113,185		$	1,221,234		$	1,238,835		$	1,371,874

Delinquencies:
> 30 days delinquent	$	170,470		$	174,390		$	197,758		$	184,250		$	185,147
> 30 days delinquent as a % of loan balance(a)		7.2	%		7.0	%		7.4	%		6.6	%		6.2	%

Charge-offs:
Charge-offs (net of recoveries)	$	105,737		$	109,044		$	122,551		$	127,876		$	128,266
Charge-offs (net of recoveries) as a % of average loan and finance receivable balance(b)		4.6	%		4.5	%		4.7	%		4.7	%		4.4	%

(a) Determined using period-end balances.

(b) The average loan and finance receivable balance is the average of the month-end balances during the period.

The ending balance, including principal and accrued fees/interest outstanding, of small business loans and finance receivables at September 30, 2025 increased 26.5% to $2,974.4 million compared to $2,351.9 million at September 30, 2024, due primarily to originations outpacing repayments.

The percentage of loans greater than 30 days delinquent of 6.2% was lower at September 30, 2025 compared to 7.2% at September 30, 2024 due to improvement in credit performance. Charge-offs (net of recoveries) as a percentage of average loan balance of 4.4% during the current quarter were consistent with the prior four sequential quarters.

Revenue related to our small business loans and finance receivables was $348.3 million for the current quarter compared to $269.5 million for the prior year quarter. The increase in revenue was driven primarily by growth in the overall portfolio and, to a lesser extent, slightly higher average yields. The net revenue margin related to our small business loans and finance receivables was 73.3% for the current quarter, which is higher than the prior four sequential quarters, which had an average net revenue margin of 67.1%, due primarily to improved credit performance and slightly higher average yields.

The ratio of fair value as a percentage of principal on small business loans and finance receivables was 112.5% at September 30, 2025 compared to 112.0% at September 30, 2024 and 112.3% at June 30, 2025. The slight increase from September 30, 2024 was due primarily to improved credit performance and slightly higher average yields.

Total Operating Expenses

Total operating expenses increased $17.3 million, or 7.0%, to $263.9 million in the current quarter compared to $246.6 million in the prior year quarter.

Marketing expense increased to $147.4 million in the current quarter compared to $141.1 million in the prior year quarter due primarily to growth in the overall business with higher commissionable originations in our small business portfolio, partially offset by lower spend in certain channels and media as we optimize marketing efficiency.

Operations and technology expense increased to $64.5 million in the current quarter compared to $56.6 million in the prior year quarter, due primarily to higher variable costs, particularly underwriting, personnel costs and other selling expenses as a result of increases in originations and the size of the loan portfolio. As a percentage of revenue, operations and technology expense decreased slightly to 8.1% in the current year quarter from 8.2% in the prior year quarter as increased originations and revenues outpaced fixed costs.

General and administrative expense increased slightly to $39.6 million in the current quarter compared to $38.9 million in the prior year quarter. As a percentage of revenue, general and administrative expense decreased to 4.9% in the current year quarter from 5.6% in the prior year quarter, as increased originations and revenues outpaced fixed costs.

Depreciation and amortization expense increased $2.4 million or 23.1% compared to the prior year quarter driven primarily by general growth in the business and additional internally-developed software placed into service.

Nonoperating Items

Interest expense, net increased $10.1 million, or 13.1%, to $87.0 million in the current quarter compared to $76.9 million in the prior year quarter. The increase was due primarily to an increase of $802.1 million, or 24.9%, in the average amount of debt outstanding to $4,028.7 million during the current quarter from $3,226.6 million during the prior year quarter, partially offset by a decrease in the weighted average interest rate on our outstanding debt to 8.61% during the current quarter from 9.57% during the prior year quarter resulting primarily from year-over-year decreases in benchmark rates.

Provision for Income Taxes

The effective tax rate of 27.1% in the current quarter was higher than the 21.8% rate recorded in the prior year quarter. The higher effective tax rate is primarily due to a reduction of interest expense due to the remeasurement of unrecognized tax benefits in the prior year quarter and an increase in state tax expense resulting from certain states’ decoupling from the federal treatment of Section 174 research and experimental expenditures. The rate increase was partially offset by the impact of a valuation allowance that had been established in the prior year quarter on our investment in Linear in 2024.

Net Income

Net income increased $36.9 million, or 85.0%, to $80.3 million during the current quarter compared to $43.4 million during the prior year quarter. The increase was due primarily to an increase in income from operations due to higher net revenue and lower operating expenses as a percentage of revenue, partially offset by higher interest expense, which was the result of an increase in the average amount of debt outstanding. The prior year quarter also included a write-down of our investment in Linear of $16.6 million.

NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2024

Revenue and Net Revenue

Revenue increased $384.1 million, or 19.9%, to $2,312.3 million for the nine-month period ended September 30, 2025, or current nine-month period, as compared to $1,928.2 million for the nine-month period ended September 30, 2024, or prior year nine-month period. The increase was driven by a 29.2% increase in revenue from our small business portfolio and a 13.9% increase in revenue from our consumer portfolio as higher levels of originations have led to higher loan balances for both portfolios.

Net revenue for the current nine-month period was $1,328.4 million compared to $1,116.4 million for the prior year nine-month period. Our consolidated net revenue margin was 57.4% for the current nine-month period, which is fairly consistent with 57.9% for the prior year nine-month period.

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


	Nine Months Ended September 30,
	2025			2024			$ Change			% Change
Revenue by product:
Consumer loans and finance receivables revenue	$	1,302,549		$	1,143,173		$	159,376			13.9	%
Small business loans and finance receivables revenue		979,172			757,713			221,459			29.2
Total loans and finance receivables revenue		2,281,721			1,900,886			380,835			20.0
Other		30,541			27,363			3,178			11.6
Total revenue		2,312,262			1,928,249			384,013			19.9
Change in fair value		(983,915	)		(811,836	)		(172,079	)		21.2
Net revenue	$	1,328,347		$	1,116,413		$	211,934			19.0	%

Revenue by product (% to total):
Consumer loans and finance receivables revenue		56.3	%		59.3	%
Small business loans and finance receivables revenue		42.4			39.3
Total loans and finance receivables revenue		98.7			98.6
Other		1.3			1.4
Total revenue		100.0			100.0
Change in fair value		(42.6	)		(42.1	)
Net revenue		57.4	%		57.9	%

Revenue generated from the Company’s operations for the current nine-month period and the prior year nine-month period was as follows (in thousands):


	Nine Months Ended September 30,
	2025		2024
Loan interest	$	1,525,107	$	1,250,728
Statement and draw fees on line of credit accounts		648,635		561,642
Other		138,520		115,879
Total Revenue	$	2,312,262	$	1,928,249

Average Loan and Finance Receivable Origination

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


	Nine Months Ended
	September 30,
	2025		2024
Average loan and finance receivable origination amount(a)
Consumer loans and finance receivables(b)(c)	$	566	$	569
Small business loans and finance receivables(c)		16,328		16,000
Total loans and finance receivables(b)		1,731		1,583

(a) The disclosure regarding the average loan origination amount is statistical data that is not included in our consolidated financial statements.

(b) Includes loans guaranteed by us, which represent loans originated by third-party lenders through the CSO program that we have not yet purchased and, therefore, are not included in our consolidated financial statements.

The average loan and finance receivable origination amount increased to $1,731 from $1,583 during the current nine-month period compared to the prior year nine-month period, due primarily to a higher proportion of loans originated in the small business portfolio, the average size of which greatly exceeds the average size of loans in the consumer portfolio, and, to a lesser extent, an increase in the average loan origination amount for our small business loans.

Total Operating Expenses

Total operating expenses increased $88.8 million, or 12.9%, to $775.6 million in the current nine-month period, compared to $686.8 million in the prior year nine-month period.

Marketing expense increased to $429.5 million in the current nine-month period compared to $372.4 million in the prior year nine-month period. The increase was due primarily to growth in the overall business with the most significant driver being higher commissionable originations and strategic partnerships in our small business portfolio.

Operations and technology expense increased to $190.7 million in the current nine-month period compared to $165.9 million in the prior year nine-month period, due primarily to higher variable costs, particularly personnel costs, underwriting costs, other selling expenses, bank charges and collection expenses, due to the increase in originations and the size of the loan portfolio. As a percentage of revenue, operations and technology expense decreased to 8.2% in the current nine-month period from 8.6% in the prior year nine-month period, as increased originations and revenues outpaced fixed costs.

General and administrative expense increased $4.1 million, or 3.5%, to $122.6 million in the current nine-month period compared to $118.5 million in the prior year nine-month period, due primarily to higher personnel costs, partially offset by lower legal and consulting costs. As a percentage of revenue, general and administrative expense decreased to 5.3% in the current nine-month period from 6.1% in the prior year nine-month period, as increased originations and revenues outpaced fixed costs.

Depreciation and amortization expense increased $2.8 million or 9.2% compared to the prior year nine-month period driven primarily by general growth in the business and additional internal-use software placed in service.

Nonoperating Items

Interest expense, net increased $36.8 million, or 17.3%, to $250.3 million in the current nine-month period compared to $213.5 million in the prior year nine-month period. The increase was due primarily to an increase of $767.1 million, or 24.9%, in the average amount of debt outstanding to $3,843.1 million during the current nine-month period from $3,076.0 million during the prior year nine-month period, partially offset by a decrease in the weighted average interest rate on our outstanding debt to 8.76% during the current nine-month period from 9.37% during the prior year nine-month period resulting primarily from year-over-year decreases in benchmark rates.

Provision for Income Taxes

The effective tax rate of 24.1% in the current nine-month period was lower compared to the effective tax rate of 24.8% in the prior year nine-month period. The decrease is primarily attributable to higher excess tax benefits on stock compensation due to stock price appreciation and additional state tax attributes generated from legal entity restructuring, partially offset by increased interest expense on unrecognized tax benefits.

Net Income

Net income increased $83.6 million, or 57.4%, to $229.4 million during the current nine-month period compared to $145.8 million during the prior year nine-month period. The increase was due primarily to an increase in income from operations due primarily to overall growth in the business driving an increase in net revenue and lower operating expenses as a percentage of revenue, partially offset by higher interest expense as a result of an increase in the average amount of debt outstanding. The prior year nine-month period also included a write-down of our investment in Linear of $16.6 million.

LIQUIDITY AND CAPITAL RESOURCES

Capital Funding Strategy

We seek to maintain a stable and flexible balance sheet to ensure that liquidity and funding are available to meet our business obligations. As of September 30, 2025, we had cash, cash equivalents, and restricted cash of $357.0 million, of which $303.4 million was restricted, compared to $322.7 million, of which $248.8 million was restricted, as of December 31, 2024. During the nine months ended September 30, 2025, we issued $163.9 million of asset-backed notes and entered into a $150.0 million consumer loan securitization facility to fund our growth in our consumer loan portfolio, issued $261.4 million of asset-backed notes to fund our growth in our small business loan portfolio and increased the borrowing capacity of our existing secured revolving credit agreement (the “Credit Agreement”) to $825.0 million. As of September 30, 2025, we had funding capacity of $816.1 million. Based on numerous stressed-case modeling scenarios, we believe we have sufficient liquidity to run our operations for the foreseeable future. Further, we have no recourse debt obligations scheduled to mature until December 2028. As part of our capital and liquidity management, we may from time to time acquire our outstanding debt securities, including through redemptions, tender offers, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws and in compliance with the indentures governing our outstanding debt securities, upon such terms and at such prices as we may determine.

Historically, we have generated significant cash flow through normal operating activities for funding both long-term and short-term needs. Our near-term liquidity is managed to ensure that adequate resources are available to fund our seasonal working capital growth, which is driven by demand for our loan and financing products. On December 6, 2023, we issued and sold $400.0 million in aggregate principal amount of 11.25% Senior Notes due 2028 and used the net proceeds, in part, to retire existing indebtedness, including the remaining principal amount outstanding under our 8.50% senior notes due 2024. On August 12, 2024, we issued and sold $500.0 million in aggregate principal amount of 9.125% senior notes due 2029 and used the net proceeds, in part, to retire existing indebtedness, including the remaining principal amount outstanding under our 8.50% senior notes due 2025 (the “2025 Senior Notes”).

On June 23, 2022, we entered into an amendment and restatement of the Credit Agreement that, among other changes, increased the borrowing capacity to $440.0 million, with a $20.0 million letter of credit sublimit and $10.0 million swingline loan sublimit. On October 19, 2023, we amended the Credit Agreement to, among other changes, increase the total commitment amount from $440.0 million to $515.0 million. On September 11, 2024, we further amended the Credit Agreement to, among other changes, increase the total commitment amount from $515.0 million to $665.0 million. On August 28, 2025, we further amended the Credit Agreement to, among other changes, increase the total commitment amount from $665.0 million to $825.0 million, extend the maturity date from June 2026 to August 2029 and reduce the interest rate, as applicable, from the base rate plus 0.75% to the base rate plus 0.50% and from the SOFR rate plus 3.50% to the SOFR rate plus 3.25%. In addition to customary fees for a credit facility of this size and type, the Credit Agreement provides for payment of a commitment fee calculated with respect to the unused portion of the commitment, and ranges from 0.15% per annum to 0.50% per annum depending on usage. As of October 22, 2025, our available borrowings under the Credit Agreement were $264.6 million. We also utilize several loan securitization facilities and asset-backed notes to fund our growth, primarily in our near-prime consumer loan and small business loan portfolios. As of October 22, 2025, we had funding capacity of $487.8 million. We expect that our operating needs, including satisfying our obligations under our debt agreements and funding our working capital growth, will be satisfied by a combination of cash flows from operations, borrowings under the Credit Agreement, or any refinancing, replacement thereof or increase in borrowings thereunder, and securitization or sale of loans and finance receivables under our consumer and small business loan securitization facilities.

As of September 30, 2025, we were in compliance with all financial ratios and covenants set forth in our debt agreements. Unexpected changes in our financial condition or other unforeseen factors may result in our inability to obtain third-party financing or could increase our borrowing costs in the future. To the extent we experience short-term or long-term funding disruptions, we have the ability to adjust our volume of lending and financing to consumers and small businesses that would reduce cash outflow requirements while increasing cash inflows through repayments.

Additional alternatives may include the securitization or sale of assets, increased borrowings under the Credit Agreement, or any refinancing or replacement thereof, and reductions in capital spending, which could be expected to generate additional liquidity.

Capital

Total stockholders’ equity was $1,283.7 million at September 30, 2025 compared to $1,196.9 million at December 31, 2024. The increase of stockholders’ equity was driven primarily by net income for the nine months ended September 30, 2025 and, to a lesser extent, stock-based compensation expense, partially offset by repurchases of our outstanding common stock, which is discussed in more detail below. Our book value per share outstanding increased to $51.59 at September 30, 2025 from $46.38 at December 31, 2024, which was primarily driven by net income, partially offset by share repurchases.

On August 12, 2024, we announced the Board of Directors authorized a new share repurchase program totaling $300.0 million through December 31, 2025 (the “August 2024 Authorization”), which replaced the prior share repurchase authorization. The Company had repurchased $255.9 million of common stock under the prior share repurchase authorization before it was terminated. Repurchases under our repurchase programs are made from time to time in accordance with applicable securities laws in the open market, through privately negotiated transactions or otherwise. The share repurchase programs do not obligate us to purchase any shares of our common stock. The August 2024 Authorization may be terminated, increased or decreased by the Board of Directors in its discretion at any time. During the nine months ended September 30, 2025, we had $155.1 million in repurchases of common stock under our share repurchase program.

Cash

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

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

Current Debt Facilities

The following table summarizes our debt facilities as of September 30, 2025 (dollars in thousands).


	Revolving period end date	Maturity date	Weighted average interest rate(a)	Borrowing capacity			Principal outstanding
Funding Debt:
ODAS IV 2025-1 Securitization Notes	March 2028	April 2032	5.89%	$	261,392		$	261,392
ODAS IV 2024-2 Securitization Notes	September 2027	October 2031	5.78%		261,353			261,353
2025-A Securitization Notes	—	October 2031	7.29%		123,683			123,683
ODAS IV 2024-1 Securitization Notes	May 2027	June 2031	6.84%		399,574			399,574
2024-A Securitization Notes	—	October 2030	8.09%		59,427			59,427
ODAS IV 2023-1 Securitization Notes	July 2026	August 2030	7.66%		227,051			227,051
NCR 2022 Securitization Facility	October 2026	October 2028	8.39%		200,000			117,194
NCLOCR 2025 Securitization Facility	July 2027	July 2028	8.53%		150,000			45,000
NCLOCR 2024 Securitization Facility	February 2027	February 2028	9.64%		150,000			75,000
2023-A Securitization Notes	—	December 2027	7.78%		13,850			13,850
RAOD Securitization Facility	November 2026	November 2027	7.02%		236,842			220,846
HWCR 2023 Securitization Facility	September 2026	September 2027	8.52%		487,595			433,214
ODR 2022-1 Securitization Facility	June 2026	June 2027	7.82%		420,000			264,668
ODR 2021-1 Securitization Facility	November 2025	November 2026	7.75%		233,333			188,338
Total funding debt			7.39%	$	3,224,100		$	2,690,590
Corporate Debt:
Revolving line of credit	August 2029	August 2029	7.41%	$	825,000	(b)	$	542,000
9.125% senior notes due 2029	—	August 2029	9.13%		500,000			500,000
11.25% senior notes due 2028	—	December 2028	11.25%		400,000			400,000
Total corporate debt			9.07%	$	1,725,000		$	1,442,000

(a) The weighted average interest rate is determined based on the rates and principal balances on September 30, 2025. It does not include the impact of the amortization of deferred loan origination costs or debt discounts.

(b) We had an outstanding letter of credit under the Revolving line of credit of $0.4 million as of September 30, 2025.

Our ability to fully utilize the available capacity of our debt facilities may also be impacted by provisions that limit concentration risk and eligibility.

Cash Flows

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


	Nine Months Ended September 30,
	2025			2024
Total cash flows provided by operating activities	$	1,320,310		$	1,108,056
Cash flows from investing activities
Loans and finance receivables		(1,607,528	)		(1,298,988	)
Capitalization of software development costs and purchases of fixed assets		(35,444	)		(33,244	)
Total cash flows used in investing activities		(1,642,972	)		(1,332,232	)
Cash flows provided by financing activities	$	356,731		$	101,911

Cash Flows from Operating Activities

Net cash provided by operating activities increased $212.2 million, or 19.2%, to $1,320.3 million in the current nine-month period from $1,108.1 million for the prior year nine-month period. The increase was driven primarily by additional interest and fee income from growth in the loan portfolio, partially offset by higher marketing expenses, variable operations and technology expenses and interest expense on higher outstanding debt balances to fund growth in the loan portfolio.

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

Cash Flows from Investing Activities

Net cash flows used in investing activities was $1,643.0 million for the current nine-month period compared to $1,332.2 million for the prior year nine-month period. This change was due primarily to loan originations outpacing repayments by a wider margin in the current nine-month period compared to the prior year nine-month period.

Cash Flows from Financing Activities

Net cash provided by financing activities for the current nine-month period was driven primarily by $451.8 million in net borrowings under our securitization facilities and $89.0 million in net borrowings under our revolving line of credit, partially offset by $179.3 million in share repurchases. Cash flows provided by financing activities for the prior year nine-month period were driven primarily by $387.6 million in net borrowings under our securitization facilities, partially offset by $238.1 million in share repurchases and $43.7 million in net repayments of senior notes.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the information on critical accounting estimates described in our Annual Report on Form 10‑K for the year ended December 31, 2024.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

See Note 1 in the Notes to Consolidated Financial Statements included in this report for any discussion of recent accounting pronouncements that may be significant to Enova.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk since the most recent fiscal year end. Refer to our market risk disclosures in our Annual Report on Form 10‑K for the year ended December 31, 2024.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the “Exchange Act”) as of September 30, 2025 (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective and provide reasonable assurance (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information concerning legal proceedings is incorporated herein by reference to Note 7, “Commitments and Contingencies” to our consolidated financial statements (unaudited) of Part I, “Item 1 Financial Statements.”

ITEM 1A. RISK FACTORS

There have been no material changes from the Risk Factors described in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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

Issuer Purchases of Equity Securities

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


Period	Total Number of Shares Purchased(a)		Average Price Paid Per Share(b)		Total Number of Shares Purchased as Part of Publicly Announced Plan(c)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan(b)(c) (in thousands)
July 1 – July 31, 2025		94,669	$	112.44		94,669	$	107,005
August 1 – August 31, 2025		164,953		107.72		163,618		89,371
September 1 – September 30, 2025		80,922		120.95		80,922		79,583
Total		340,544	$	112.18		339,209	$	79,583

(a) Includes shares withheld from employees as tax payments for shares issued under the Company’s stock-based compensation plans of 1,335 shares for the month of August. These shares were not acquired pursuant to a publicly announced repurchase plan.

(b) The Inflation Reduction Act of 2022 imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. During the three months ended September 30, 2025, the Company reflected the applicable excise tax in treasury stock as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes payable in accounts payable and accrued expenses on the consolidated balance sheet. All dollar amounts presented exclude such excise taxes.

(c) On August 12, 2024, the Company announced the Board of Directors authorized a new share repurchase program totaling $300.0 million through December 31, 2025 (the “August 2024 Authorization”), which replaced the prior share repurchase authorization. All share repurchases made under the August 2024 Authorization were made through open market transactions. Our share repurchase program is subject to market conditions, does not obligate us to purchase any shares of our common stock, and may be terminated, increased or decreased by the Board of Directors in its discretion at any time.

We do not plan to declare cash dividends in the foreseeable future. Any declaration of dividends is at the discretion of our Board of Directors. Our agreements governing our existing debt contain restrictions which limit our ability to pay dividends.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Insider Adoption or Termination of Trading Arrangements

During the quarter ended September 30, 2025, none of our directors or Section 16 officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

ITEM 6. EXHIBITS


Exhibit No.		Exhibit Description

3.1		Enova International, Inc. Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on July 28, 2023)
3.1
3.2		Enova International, Inc. Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on November 17, 2017)

10.1*		Form of Enova International, Inc. Fourth Amended and Restated 2014 Long-Term Incentive Plan Award Agreement for Special Grant of Nonqualified Stock Option with a Limited Stock Appreciation Right

10.2*		Third Amendment to Amended and Restated Credit Agreement and Joinder, dated as of August 28, 2025, among Enova International, Inc., as a Borrower and the Parent, certain restricted subsidiaries of the Parent from time to time party thereto, as Borrowers, certain restricted subsidiaries of the Parent from time to time party thereto, as Guarantors, the Lenders party thereto, and Bank of Montreal, as Administrative Agent and Collateral Agent

10.3*		Loan and Security Agreement, dated as of July 17, 2025, among NetCredit LOC Receivables 2025, LLC, as Borrower, Banc of California, as Administrative Agent and Initial Class A Lender, Omaha ABF V LLC and Omaha ABF VII LLC, each as an Initial Class B Lender, and each of the other lenders from time to time party thereto

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

SIGNATURES

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


Date: October 24, 2025	ENOVA INTERNATIONAL, INC.

	By:	/s/ Steven E. Cunningham
		Steven E. Cunningham
		Chief Financial Officer
		(On behalf of the Registrant and as Principal Financial Officer)

EX-10.1 2 enva-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

ENOVA INTERNATIONAL, INC. FOURTH AMENDED AND RESTATED

2014 LONG-TERM INCENTIVE PLAN AWARD AGREEMENT SPECIAL GRANT OF

NONQUALIFIED STOCK OPTION

WITH A LIMITED STOCK APPRECIATION RIGHT

This Fourth Amended and Restated 2014 Long-Term Incentive Plan Award Agreement for a Special Grant of Nonqualified Stock Option with a Limited Stock Appreciation Right (the “Agreement”) is entered into by and between Enova International, Inc. (the “Company”) and accepted by the “Optionee” detailed below:

%%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-%

W I T N E S S E T H:

WHEREAS, the Company has adopted the Fourth Amended and Restated Enova International, Inc. 2014 Long-Term Incentive Plan (the “Plan”), which is administered by the Management Development and Compensation Committee of the Company’s Board of Directors (the “Committee”); and

WHEREAS, pursuant to Section 6 and Section 7 of the Plan, the Committee desires that the Company grant to Optionee a Nonqualified Stock Option (the “Option”) award (the “Award”) with a Limited Stock Appreciation Right (as defined in Section 10(b) below) to encourage Optionee’s continued loyalty and diligence;

NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Grant of Option. The Company, for and on behalf of the Affiliate that employs Optionee, hereby grants Optionee the Option to acquire shares of the Common Stock of the Company (“Shares”) pursuant to the Plan as of the “Grant Date” detailed in the table below. The Option granted hereby shall be effective immediately but its vesting and exercise are contingent upon the delivery of an executed counterpart of this Agreement to the Company by the Optionee (the date of such delivery shall be the “Contingency Date”).


“Grant Date”	%%OPTION_DATE,’MM/DD/YYYY’%-%
Total Options Granted	%%TOTAL_SHARES_GRANTED%-%

Employment Definitions.

(a)

“Cause” shall be determined in the sole discretion of the Committee and shall mean the occurrence of any one or more of the following:

(i)

fraud, malfeasance, negligence, dishonesty, or willful misconduct with respect to the Company;

(ii)

refusal or repeated failure to follow the established reasonable and lawful policies of the Company and its Affiliates applicable to persons in your same or similar position; or

(iii)

conviction of a felony.

(b)

“Employment” or “Employed” refers, for all purposes of this Agreement, to Optionee’s employment by the Company or by any entity that is an Affiliate at the relevant time.

Exercise Price. The exercise price per share of the Option is defined as the Fair Market Value per Share on the Grant Date, as determined by the Committee in accordance with the requirements of Treasury Regulation Section 1.409A-1(b)(5)(iv).


“Exercise Price” per share	$%%OPTION_PRICE%-%

Vesting Schedule. Except as otherwise provided in Sections 6 and 7 of this Agreement or as otherwise determined and approved by the Committee, in its sole discretion (including, without limitation, in the event of Optionee’s death, disability or retirement), the Option shall vest in whole or in part and cumulatively according to the following schedule; provided in each case that Optionee has remained continuously employed by the Company or an entity that is an Affiliate on the applicable vesting date through the applicable date(s):

     # of Options Vesting

     Vesting Date

      
%%SHARES_PERIOD1,'999,999,999'%-%

%%VEST_DATE_PERIOD1,'Month DD, YYYY'%-%

      
%%SHARES_PERIOD2,'999,999,999'%-%

%%VEST_DATE_PERIOD2,'Month DD, YYYY'%-%

      
%%SHARES_PERIOD3,'999,999,999'%-%

%%VEST_DATE_PERIOD3,'Month DD, YYYY'%-%

Transferability. The Option and Limited Stock Appreciation Right are not transferable otherwise than by will or laws of descent and distribution and during the lifetime of Optionee are exercisable only by Optionee, unless the Committee, in the exercise of its sole discretion and if permitted by the Plan and applicable law, designates in writing certain conditions under which the Option and/or the Limited Stock Appreciation Right may be transferred.

Change in Control.

(a)

Acceleration of Vesting. If, within 12 months after the occurrence of a Change in Control (as defined below), Optionee has a Qualifying Termination (as defined below) the Option shall automatically vest in full as of the date of the Qualifying Termination as long as Optionee has remained continuously employed by the Company or an Affiliate from the Grant Date through the date of such Qualifying Termination. Notwithstanding the foregoing, in order to preserve the Optionee’s rights under the Option in the event of a Change in Control, the Committee in its discretion and without the consent of the Optionee may, at the time the Option is granted or any time thereafter, take one or more of the following actions: (i) provide for the acceleration of any time period relating to the exercise or vesting of the Option, (ii) provide for the purchase or termination of the Option for an amount of cash or other property that could have been received upon the exercise or realization of the Option had the Option been currently exercisable or payable, (iii) adjust the terms of the Option in a manner determined by the Committee to reflect the Change in Control, (iv) cause the Option to be assumed, or new rights substituted therefore, by another entity, or (v) make such other provision as the Committee may consider equitable and in the best interests of the Company. No actions may be taken under this Section 6(a) that would cause the Optionee to become subject to tax under Code Section 409A(a)(1). For purposes of this Section 6(a), the following terms shall have the following meanings:

(i)

For the purposes of this Section 6, “Cause” shall be determined solely by the Company or the Committee (and, if Optionee is an officer of the Company, only by the Committee) in the exercise of good faith and reasonable judgment, and shall mean the occurrence of any one or more of the following:

(a)

Optionee’s willful and continued failure to substantially perform Optionee’s duties with the Company or an Affiliate (other than any such failure resulting from the Optionee’s disability); or

(b)

Optionee’s conviction of a felony; or

(c)

Optionee willfully engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; provided, however, no act or failure to act on the Optionee’s part shall be deemed “willful” unless done, or omitted to be done, by the Optionee not in good faith and without reasonable belief that the action or omission was in the best interests of the Company.

(ii)

“Change in Control” shall mean an event that is a change in the ownership of the Company, a change in the effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all as defined in Code §409A and applicable guidance issued thereunder (“Code §409A”). Notwithstanding the above, a “Change in Control” shall not include any event that is not treated under Code §409A as a change in control event with respect to Optionee. Notwithstanding the incorporation of certain provisions from the Treasury Regulations under Code §409A, the Company intends that this Option be exempt from Code §409A under the exemption for stock options and stock appreciation rights under Treasury Regulations Section 1.409A-1 (b)(5)(i)(A) and 1.409A-1(b)(5)(i)(B).

(iii)

“Qualifying Termination” shall mean a separation from service (as defined in Treasury Regulation Section 1.409A-1(h)(1)) resulting from the Company’s or an Affiliate’s involuntary termination of Optionee’s employment, other than a termination for Cause.

(b)

Substitution. Notwithstanding anything set forth herein to the contrary, upon a Change in Control, the Committee, in its sole discretion, may, in lieu of issuing Common Stock, provide Optionee with an equivalent amount payable in the form of cash.

(c)

Effect of Other Agreements. In the event that Optionee is a party to an employment, severance, change in control or other similar agreement with the Company or its Affiliates that provides for vesting of stock-based awards upon a Change in Control or termination of employment following a Change in Control, this Section 6 shall not supersede such other agreement, and Optionee shall be entitled to the benefits of both this Agreement and such other agreement.

Termination of Option.

(a)

Except as otherwise determined and approved by the Committee, in its sole discretion, the unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following:

(i)

ninety (90) days after the Grant Date, if the Contingency Date has not occurred by such date;

(ii)

three (3) months after the date of termination of Optionee’s employment with the Company and all of its Affiliates for any reason other than (A) death or mental or physical disability as determined by a medical doctor satisfactory to the Committee or

(B) for Cause;

(iii)

six (6) months after the date of termination of Optionee’s employment with the Company and all of its Affiliates by reason of mental or physical disability as determined by a medical doctor satisfactory to the Committee;

(iv)

(A) one (1) year after the date of termination of Optionee’s employment with the Company and all of its Affiliates by reason of death of Optionee, or (B) six

(6) months after the date on which Optionee shall die if that shall occur during the three-month period described in Subsection 7(a)(i) or the six-month period described in Subsection 7(a)(ii);

(v)

the date on which Optionee’s employment with the Company or an Affiliate is terminated for Cause;

(vi)

the seventh anniversary of the Grant Date; and

(vii)

the seventh day after the Grant Date if shares of Company Common Stock are not publicly tradable on an Exchange on or before such date.

(b)

The Committee in its sole discretion shall have the power to cancel, effective upon the date determined by the Committee in its sole discretion, all or any portion of the Option which is then exercisable upon payment to Optionee of cash in an amount equal to the excess of (i) the aggregate Fair Market Value of the Shares subject to such portion of the Option on the effective date of the cancellation over (ii) the aggregate Exercise Price of such portion of the Option.

Manner of Exercise of Option. The Option (or any portion thereof) shall be exercised by (i) providing notice of such exercise to the Company in writing or by electronic means specifying the number of Shares with respect to which the Option is being exercised, (ii) providing full payment of the aggregate Exercise Price for the number of Shares specified in such notice, and

(iii) making arrangements that are satisfactory to the Committee in its sole discretion for payment to the Company in accordance with Section 12 of this Agreement of the employment taxes that the Company or any Affiliate is required to withhold in connection with the exercise. The Exercise Price shall be paid solely in cash (including by check or electronic transfer of funds), with Shares or by a combination of the above; provided, however, that the Committee in its sole discretion may determine at or before the time of exercise that no part of the Exercise Price may be paid with Shares. If the Exercise Price is paid in whole or in part with Shares, the value of the Shares surrendered shall be their Fair Market Value.

Adjustments.

(a)

If at any time while any unexercised portion of the Option is outstanding there shall be any increase or decrease in the number of issued and outstanding Shares through the declaration or payment of a stock dividend or resulting from a stock split, a recapitalization or a combination or exchange of Shares, then appropriate adjustment shall be made in the number of Shares and the Exercise Price per Share subject to such outstanding portion of the Option, so that the same proportion of the Company’s issued and outstanding Shares shall remain subject to purchase at the same aggregate Exercise Price.

(b)

The Committee may change the terms of any outstanding portion of the Option with respect to the Exercise Price or the number or Shares subject to the Option, or both, when, in its sole discretion, such adjustment becomes appropriate by reason of a corporate transaction (as defined in Treasury Regulation §1.424-1(a)(3)). Provided, however, any such change shall be made in accordance with the requirements of Treasury Regulation §1.409A-1(b)(v) for adjustments that do not cause the stock rights to become subject to Code Section 409A.

(c)

Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or Exercise Price of Shares then subject to any outstanding portion of the Option.

(d)

Without limiting the generality of the foregoing, the existence of any unexercised outstanding portion of the Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (1) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (2) any merger or consolidation of the Company; (3) any issue by the Company of debt securities or preferred stock which would rank above the Shares subject to the outstanding Option; (4) the dissolution or liquidation of the Company; (5) any sale, transfer or assignment of all or any part of the assets or business or the Company; or (6) any other corporate act or proceeding, whether of a similar character or otherwise.

10.

Limited Stock Appreciation Right.

(a)

A Limited Stock Appreciation Right is hereby granted to Optionee in accordance with the Plan and with respect to the number of Shares subject to the Option.

(b)

For purposes of this Agreement, the following definitions shall apply:

(i)

“Limited Stock Appreciation Right” means the right to receive an amount in cash or Shares with a Fair Market Value equal to the Offer Spread in the event an Offer is made. The Committee in its sole discretion shall determine whether Optionee shall receive cash or Shares.

(ii)

“Offer” means any tender offer or exchange offer for outstanding Shares of the Company representing thirty percent or more of the total voting power of the stock of the Company, or an offer to purchase assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company, other than an offer made by the Company; provided that the corporation, person or other entity making the Offer acquires Shares or assets of the Company pursuant to such offer.

(iii)

The term “Offer Value Per Share” means the average selling price of one Share during the period of thirty (30) days ending on the date on which the Limited Stock Appreciation Right is exercised. Any securities or properties which are a part or all of the consideration paid or to be paid for Shares during such period shall be valued in a manner consistent with Code Section 409A.

(iv)

The term “Offer Spread” means an amount equal to the product computed by multiplying (1) the excess of (A) the Offer Value Per Share over (B) the Exercise Price per Share as set forth in Section 3 of this Agreement, by (2) the number of Shares with respect to which the Limited Stock Appreciation Right is being exercised.

(c)

The exercise price per Share subject to the Limited Stock Appreciation Right shall be the Exercise Price per share as set forth in Section 3 of this Agreement.

(d)

The Limited Stock Appreciation Right may be exercised only during the period beginning on the first day following the date that a Change in Control occurs and ending on the thirtieth day following such date.

(e)

To exercise the Limited Stock Appreciation Right, Optionee shall provide notice of such exercise to the Company in writing or by electronic means specifying the number of Shares with respect to which the Limited Stock Appreciation Right is being exercised.

(f)

Within thirty (30) days after the exercise of the Limited Stock Appreciation Right, the Company shall pay to Optionee an amount in cash or Shares with a Fair Market Value equal to the Offer Spread; provided, however, the Company may in its sole discretion withhold from such cash or Shares any amount necessary to satisfy the Company’s obligation for federal, state, local and foreign withholding taxes with respect to such exercise.

The Committee in its sole discretion shall determine whether Optionee receives cash or Shares.

(g)

Upon the exercise of the Limited Stock Appreciation Right, the Option shall cease to be exercisable to the extent of the number of Shares with respect to which the Limited Stock Appreciation Right is exercised.

(h)

Upon the exercise or termination of the Option, the Limited Stock Appreciation Right shall terminate with respect to the number of Shares as to which the Option was exercised or terminated.

(i)

The Limited Stock Appreciation Right may be exercised only when the fair market value of the Shares exceeds the Exercise Price of the Shares. For purposes of this subsection only, the term “fair market value” shall mean the “Offer Value Per Share.”

11.

Agreement of Optionee. Optionee acknowledges that certain restrictions under state or federal securities laws may apply with respect to the Shares to be issued pursuant to the exercise of the Option or the Limited Stock Appreciation Right. Specifically, Optionee acknowledges that, to the extent Optionee is an “affiliate” of the Company (as that term is defined by the Securities Act of 1933), the Shares to be issued as a result of the exercise of the Option are subject to certain trading restrictions under applicable securities laws (including particularly the Securities and Exchange Commission’s Rule 144). Optionee hereby agrees to execute such documents and take such actions as the Company may reasonably require with respect to state and federal securities laws and any restrictions on the resale of such shares which may pertain under such laws.

12.

Withholding. Upon the issuance of any Shares upon exercise of any portion of the Option or Limited Stock Appreciation Right, Optionee shall pay to the Company an amount of all applicable federal, state, local and foreign employment taxes which the Company or an Affiliate is required to withhold upon such exercise. Such payment may be made in cash or by delivery of whole Shares in accordance with Section 14(a) of the Plan.

13.

Plan Provisions. In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Plan, as may be amended from time to time, which are hereby incorporated by reference. Any terms used herein with an initial capital letter shall have the same meaning as provided in the Plan, unless otherwise specified herein. In the event of any conflict between the provisions of the Agreement and the Plan, the Plan shall control. For avoidance of doubt and without limiting anything herein or in the Plan, Optionee hereby acknowledges that the compensation recovery provisions described in Section 14(o) of the Plan may apply to the Award granted hereunder and this Agreement.

14.

Restrictive Covenants. Optionee shall be subject to the restrictive covenants contained in this Section 14; provided that the restrictive covenants and other obligations contained in this Section 14 are independent of, supplemental to and do not modify, supersede or restrict (and shall not be modified, superseded or restricted by) any non-competition, non-solicitation, confidentiality or other restrictive covenants in any other current or future employment, severance, change in control or other similar agreement with the Company or its Affiliates, unless reference is made to the specific provisions hereof which are intended to be superseded.

(a)

Confidentiality. During and for one year after the termination of Optionee’s employment with the Company and its Affiliates, Optionee agrees to keep in strict confidence and not, directly or indirectly, make known, divulge, reveal, furnish, make available or use any Confidential Information (as defined below), except in Optionee’s regular authorized duties on behalf of the Company and its Affiliates. Optionee acknowledges that all documents and other property containing Confidential Information furnished to Optionee by the Company or its Affiliates or otherwise acquired or developed by the Company, its Affiliates or Optionee or known by Optionee shall at all times be the property of the Company and its Affiliates. Optionee shall take all reasonable and prudent steps to safeguard Confidential Information and protect it against disclosure, misuse, espionage, loss and theft. Optionee shall deliver to the Company or the applicable Affiliate upon the termination of Optionee’s employment with the Company and its Affiliates, or at any other time that the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts, software and other documents and data (and copies thereof) containing the Confidential Information, Work Product (as defined in Section 14(b)(i) of this Agreement) of the business of the Company and its Affiliates that Optionee may then possess or have under Optionee’s control. Optionee shall not use any Confidential Information to compete with the Company and its Affiliates during and for one year after termination of Optionee’s employment with the Company and its Affiliates.

For purposes of this Agreement, “Confidential Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”) which Optionee has acquired or may acquire in the course of, or as a direct result of, Optionee’s employment with the Company and its Affiliates, in any form or medium, that relates to the business, products, services, research or development of the Company or its Affiliates. Confidential Information includes, but is not limited to, the following: (i) internal business information (including information relating to strategic and staffing plans and practices, business, training, financial, marketing, promotional and sales plans and practices, cost, rate and pricing structures, accounting and business methods and customer and supplier lists); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, the Company’s or its Affiliates’ suppliers, distributors, customers, prospective customers, independent contractors, vendors, or other business relations and their confidential information for which the Company or its Affiliates have has nonuse and nondisclosure obligations; (iii) trade secrets, copyrightable works and other documents or information which is technical or creative in nature (including ideas, formulas, recipes, compositions, inventions, innovations, improvements, developments, methods, know-how, manufacturing and production processes and techniques, research and development information, compilations of data and analyses, data and databases relating thereto, techniques, systems, records, manuals, documentation, models, drawings, specifications, designs, plans, proposals, reports and all similar or related information (whether patentable or unpatentable and whether or not reduced to practice)); and (iv) other Intellectual Property rights of the Company or its Affiliates, as provided for in Section 14(b) of this Agreement. Confidential Information does not include any information which (i) was in the lawful and unrestricted possession of Optionee prior to its disclosure to Optionee by the Company; (ii) is or becomes generally available to the public by acts other than those of Optionee after receiving it; or (iii) has been received lawfully and in good faith by Optionee from a third party who did not obtain or derive it from the Company.

(i)

Other Restrictions. Optionee also acknowledges and agrees that the prohibitions against disclosure and use of Confidential Information set forth herein are in addition to, and not in lieu of, any rights or remedies that the Company or its Affiliates may have available pursuant to the laws of the state in which Optionee is employed which are designed to prevent the disclosure of trade secrets or proprietary information.

(ii)

Third-Party Information. Optionee recognizes that the Company and its Affiliates have has received and in the future will receive from third parties confidential or proprietary information subject to a duty on the Company’s and its Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. Optionee agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose such information to any person, firm or corporation or to use it except as necessary in carrying out Optionee’s duties for the Company and its Affiliates consistent with the Company’s or its applicable Affiliate’s agreement with such third party. An example of this kind of information is information about the Company’s or its Affiliates’ customers. Optionee further recognizes that the Company and its Affiliates will make software available to Optionee in order to allow or assist Optionee to perform Optionee’s job duties. The software made available to Optionee is either owned by or licensed to the Company or its Affiliates and the software remains the property of the Company or its Affiliates or third party owner of the software rights. As such, Optionee may not

(i) create or attempt to create by reverse engineering, disassembly, decompilation or otherwise, the software, associated programs, source code, or any part thereof, or to aid or to permit others to do so, except and only to the extent expressly permitted by the Company, its Affiliates or by applicable law; (ii) remove any software identification or notices of any proprietary or copyright restrictions from any software or any software related materials; and/or (iii) copy the software, modify, translate or, unless otherwise agreed, develop any derivative works thereof or include any portion of the software in any other software program. Optionee agrees to use any and all software provided by the Company or its Affiliates only as necessary to carry out Optionee’s work for the Company and its Affiliates.

(iii)

Return of Confidential Information. At any point during or at the termination of the employment relationship between Optionee and the Company and its Affiliates, the Company or its applicable Affiliate may request Optionee to return to it any and all Confidential Information received by and/or in the possession of Optionee. All such Confidential Information shall be returned to the Company or its applicable Affiliate immediately. Furthermore, upon request of the Company or its Affiliate, Optionee may be required to execute a sworn affidavit certifying that Optionee has returned all Confidential Information in Optionee’s possession.

(b)

Intellectual Property.

(i)

Assignment to Rights In Intellectual Property. Optionee acknowledges that the Company and its Affiliates have all right, title, and interest to all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, recipes and all similar or related information (whether or not patentable or copyrightable) that relate to the Company’s and its Affiliates’ actual or demonstrably anticipated business, research and development, products and services and which are conceived, developed or made by Optionee while employed by the Company and its Affiliates, including any derivations or modifications thereto (“Work Product”). Optionee shall promptly disclose such Work Product to the Company. Optionee hereby irrevocably assigns and transfers to the Company all rights, title, and interest worldwide in any such Work Product.

At the Company’s expense, Optionee shall perform all actions reasonably requested by the Company (whether during or after Optionee’s employment) to establish and confirm such ownership, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned (including, without limitation, the execution of assignments, consents, powers of attorney and other instruments).

(ii)

Exceptions To Assignment of Intellectual Property. Optionee acknowledges that this Agreement is limited by the following:

(1)

Any provision in an employment agreement or other similar written agreement which provides that Optionee shall assign, or offer to assign, any of Optionee’s rights in an invention to the Company and its Affiliates shall not apply to an invention that Optionee developed entirely on Optionee’s own time without using the Company’s or its Affiliates’ equipment, supplies, facilities, or trade secret information, except for those inventions that either: (a) relate, at the time of conception or implementation of the invention, to the business of the Company or its Affiliates, or to any future business of the Company or its Affiliates; provided that such future business must be shown by actual or demonstrably anticipated research or development; or (b) result from any work performed by Optionee for the Company and its Affiliates.

(2)

To the extent a provision in an employment agreement or other similar written agreement between Optionee and the Company or its Affiliates, other than this Agreement, purports to require Optionee to assign an invention otherwise excluded from being required to be assigned under Section 14(b)(ii)(1), the provision is against the public policy of the state and is unenforceable.

(c)

Non-Solicitation of Customers and Employees. Optionee will be called upon to work closely with employees, consultants, independent contractors, agents and other service providers of the Company and its Affiliates in performing services for the Company and its Affiliates. All non-public information about such employees, consultants, independent contractors, agents and other service providers of the Company and its Affiliates that becomes known to Optionee during the course of Optionee’s employment with the Company and its Affiliates, and which would not have become known to Optionee but for Optionee’s employment with the Company and its Affiliates, including, but not limited to, compensation or commission structure, is Confidential Information and shall not be used by Optionee in soliciting employees, consultants, independent contractors, agents or other service providers of the Company and its Affiliates for employment at any time during or within one year after termination of Optionee’s employment with the Company and its Affiliates. During Optionee’s employment and for one year following the termination of Optionee’s employment with the Company and its Affiliates, Optionee shall not, except in performing its duties for the Company and its Affiliates, either directly or indirectly:

(i)

solicit in competition with the Company or its Affiliates the business of any of the customers of the Company or its Affiliates, (a) with whom Optionee had contact during the one-year period immediately preceding the breach of this Agreement and (b) with whom Optionee would not have had contact but for Optionee’s employment with the Company and its Affiliates; or

(ii)

ask, encourage or otherwise solicit any employees, consultants, independent contractors, agents or other service providers of the Company or its Affiliates with whom Optionee had contact during the one-year period immediately preceding the breach of this Agreement to leave employment with the Company or its Affiliates.

Optionee further agrees to make any subsequent employer aware of this non-solicitation obligation.

(d)

Best Efforts and Non-Competition. During the course of Optionee’s employment with the Company or its Affiliates, Optionee shall not (whether or not during business hours) within the Territory (as defined in this Section 14(d)) (i) engage in any activity, within the Territory, that is in any way competitive with the business or any demonstrably anticipated business of the Company or its Affiliates and (ii) assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of the Company or its Affiliates. For purposes hereof, “Territory” means the area within which the Company or its Affiliates conducted business within the one-year period prior to the breach of this Section 14(d).

(e)

No Conflicting Obligations. Optionee has not entered into, and Optionee shall not enter into, any agreement either written or oral in conflict with this Agreement or Optionee’s employment with the Company and its Affiliates. Optionee hereby represents and warrants to the Company that:

(i)

the execution, delivery and performance of this Agreement by Optionee does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Optionee is a party or by which Optionee is knowingly bound;

(ii)

Optionee is not a party to or bound by any employment agreement, nonsolicitation agreement, noncompete agreement or confidentiality agreement with any other person or entity other than the Company or its Affiliates that would preclude, conflict or materially limit Optionee’s employment with the Company and its Affiliates; and

(iii)

upon the execution and delivery of this Agreement by the parties to this Agreement, this Agreement shall be the binding obligation of Optionee, enforceable in accordance with its terms.

Optionee agrees that the protective covenants contained herein are reasonable in terms of duration and scope restrictions and are reasonable and necessary to protect the goodwill of the business and the Confidential Information of the Company or its Affiliates and agrees not to challenge the validity or enforceability of the covenants contained herein.

(f)

Breach of Agreement. Optionee acknowledges that breach of this Section 14 and disclosure of Confidential Information will cause irreparable harm and damage to the Company and its Affiliates. Accordingly, any breach of this Agreement may subject Optionee to discipline, up to and including termination of employment, and permit the Company and its Affiliates to pursue legal action against Optionee, as follows:

(i)

Remedies. In view of the irreparable harm and damage which would occur to the Company and its Affiliates as a result of a breach or a threatened breach by Optionee of the obligations set forth in Sections 14(a)-(d) of this Agreement, and in view of the lack of an adequate remedy at law to protect the Company and its Affiliates, the Company or its applicable Affiliates shall have the right to receive, and Optionee hereby consents to the issuance of, temporary and permanent injunctions enjoining Optionee from any violation of Sections 14(a)-(d) hereof. Optionee acknowledges that both temporary and permanent injunctions are appropriate remedies for such a breach or threatened breach. The foregoing remedies shall be in addition to, and not in limitation of, any other rights or remedies to which the Company and its Affiliates are or may be entitled hereunder or at law or in equity, including, without limitation, the right to right to receive damages.

(ii)

Cost of Enforcement. In the event the Company bring an action to enforce the provisions of this Agreement, including any provisions of Sections 14(a)-(d) hereof, the Company or its applicable Affiliates may recover from Optionee its reasonable attorneys’ fees and costs, through and including any and all appeals.

(g)

Tolling. In the event of any violation of the provisions of this Section 14, Optionee acknowledges and agrees that the restrictions contained in this Section 14 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of such restriction period shall be tolled during any period of such violation.

15.

Miscellaneous.

(a)

Limitation of Rights. The Plan, the granting of the Award and the execution of the Agreement shall not give Optionee any rights to (i) similar grants in future years,

(ii) any right to be retained in the employ or service of the Company or any of its Affiliates, or (iii) interfere in any way with the right of the Company or its Affiliates to terminate Optionee’s employment or services at any time. Optionee acknowledges that Optionee is employed by the Company at will, and nothing contained in this Agreement is intended to alter the at-will nature of Optionee’s employment with the Company.

(b)

Interpretation. Optionee accepts this Option subject to all the terms and provisions of the Plan and this Agreement. The undersigned Optionee hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan and this Agreement.

(c)

Claims Procedure. Any dispute or claim for benefits by any person under this Agreement shall be determined by the Committee in accordance with the claims procedures under the Enova International, Inc. Nonqualified Savings Plan.

(d)

Shareholder Rights. Neither Optionee nor Optionee’s Designated Beneficiary shall have any of the rights of a shareholder with respect to any shares of Common Stock issuable upon vesting of this Award, including, without limitation, a right to cash dividends or a right to vote, until (i) such Award is vested, and (ii) such shares have been delivered and issued to Optionee or Optionee’s Designated Beneficiary pursuant to Section 4 or Section 10 of this Agreement.

(e)

Severability. Each party hereto has carefully read and considered the provisions contained in this Agreement, including Sections 14(a)-(d) hereof, and, having done so, agrees that the restrictions and obligations therein are fair and reasonable and are reasonably required for the protection of the interests of the Company. If any term, provision, covenant or restriction contained in the Agreement is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in the Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. Notwithstanding the foregoing, in the event any said term, provision, covenant or restriction contained in the Agreement shall be held invalid, void or unenforceable by such court or a federal regulatory agency of competent jurisdiction, the parties hereto agree that it is their desire that such court or agency shall substitute an enforceable restriction in place of any limitation deemed invalid, void or unenforceable and, as so modified, the restrictions shall be as fully enforceable as if they had been set forth herein by the parties. It is the intent of the parties hereto that the court or agency, in so establishing a substitute restriction, recognize that the parties hereto desire that the provisions and restrictions in this Agreement be imposed and maintained to the maximum lawful extent.

(f)

Controlling Law. The Agreement is being made in Illinois and shall be construed and enforced in accordance with the laws of that state.

(g)

Construction; Entire Agreement. The Agreement and the Plan contain the entire understanding between the parties, and supersedes any prior understanding and agreements between them, except as otherwise provided in Section 14 of this Agreement, including, for the avoidance of doubt, the Company’s personnel policies and procedures, representing the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein.

(h)

Survival. The covenants and agreements contained herein shall survive termination of Optionee’s employment, regardless of who causes the termination and under what circumstances.

(i)

Amendments. The provisions of this Agreement may be amended or waived only with the prior written consent of Optionee and the Company (as approved by the Board). No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

(j)

Headings. Section and other headings contained in the Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Agreement or any provision hereof. Furthermore, Optionee acknowledges and agrees that in the event of the transfer of Optionee’s employment from the Company or its Affiliate to any subsidiary, parent or affiliate of the Company, Optionee’s employment shall continue to be subject to each and all the terms and conditions set forth in Section 14 of this Agreement.

(k)

Notices. Any notice under this Agreement shall be in writing or by electronic means and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the secretary of the Company at the address indicated on the signature page of this Agreement, or if the Company should move its principal office, to such principal office, and, in the case of Optionee, to Optionee through the Company’s e-mail system or Optionee’s last personal e-mail or permanent address as shown on the Company’s records, subject to the right of either party to designate some other address or electronic notification system at any time hereafter in a notice satisfying the requirements of this Section.

(l)

Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements contained herein shall be binding upon and inure to the benefit of Optionee’s heirs, legal representatives, successors and assigns. Optionee may not assign Optionee’s rights and/or delegate Optionee’s obligations under this Agreement. The Company may assign this Agreement to any successor in interest or to any of its Affiliates. Furthermore, Optionee acknowledges and agrees that in the event of the transfer of Optionee’s employment from the Company to any subsidiary, parent or Affiliate of the Company, Optionee’s employment shall continue to be subject to each and all the terms and conditions set forth in Section 14 of this Agreement.

(m)

Execution/Acceptance/Review Period. Optionee acknowledges that Optionee has been provided at least fourteen (14) days to review this Agreement, has read and understands this Agreement, has been advised to consult with independent legal counsel regarding Optionee’s rights and obligations under this Agreement to the extent desired, is fully aware of the legal effect of this Agreement and has entered into it freely and voluntarily based on Optionee’s own judgment and not on any representations or promises other than those contained in this Agreement. This Agreement may be executed and/or accepted electronically and/or executed in duplicate counterparts, the production of either of which (including a signature or proof of electronic acceptance) shall be sufficient for all purposes for the proof of the binding terms of this Agreement.

(n)

Company Recoupment of Options. An Optionee’s rights with respect to any Option hereunder shall in all events be subject to (i) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with an Optionee, or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

16.

Mutual Agreement to Arbitrate and Class, Collective or Representative Action Waiver. Optionee and the Company agree to arbitrate before a neutral arbitrator any and all existing or future disputes or claims between Optionee and the Company, that arise out of or relate to Optionee’s employment or separation from employment with the Company, including claims involving any current or former officer, director, shareholder, agent or employee of the Company (“Arbitration Agreement”).

Claims Covered. Optionee and the Company agree to arbitrate any and all existing or future disputes or claims between them whether the disputes or claims arise under common law, or in tort, contract, or pursuant to a statute, regulation, or ordinance now in existence or which may in the future be enacted or recognized including, but not limited to, the following claims ("Covered Claims"):

(i)

claims for fraud, promissory estoppel, fraudulent inducement of contract or breach of contract or contractual obligation;

(ii)

claims for wrongful termination of employment, violation of public policy, constructive discharge, infliction of emotional distress, misrepresentation, conversion, embezzlement, interference with contract or prospective economic advantage, defamation, unfair business practices, invasion of privacy, breach of personal data, use and/or misuse of biometric information, and any other tort or tort-like causes of action relating to or arising from the employment relationship or termination thereof;

(iii)

claims for discrimination, harassment or retaliation, whether on the basis of age, sex, race, national origin, religion, disability or any other unlawful basis, under any and all federal, state, or municipal statutes, regulations, ordinances or common law, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1991, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, and including claims under the Fair Labor Standards Act of 1938, the Equal Pay Act of 1963, Section 1981 of the Civil Rights Act, and the Worker Adjustment and Retraining Notification Act;

(iv)

claims for non-payment, incorrect payment, or overpayment of wages, commissions, bonuses, severance, and Optionee fringe benefits, stock options, stock grants and the like, whether such claims be pursuant to alleged express or implied contract or obligation, equity, or any federal, state, or municipal laws concerning wages, compensation or Optionee benefits, claims of failure to pay wages for all hours worked, failure to pay overtime, failure to pay wages due on termination, failure to pay paid sick leave, failure to pay paid time off, failure to provide accurate itemized wage statements, entitlement to waiting time penalties and/or any other claims involving Optionee compensation issues;

(v)

claims arising out of or relating to the grant, exercise, vesting and/or issuance of equity in the Company or options to purchase equity in the Company.

Claims Not Covered. Notwithstanding the above, Optionee and the Company agree that the following disputes and claims are not covered by this Arbitration Agreement and shall therefore be resolved in any appropriate forum as required by the laws then in effect:

(i)

claims for workers' compensation benefits, unemployment insurance, or state or federal disability insurance;

(ii)

claims for temporary or preliminary injunctive relief (including a temporary restraining order) in aid of arbitration or to maintain the status quo pending arbitration, in a court of competent jurisdiction in accordance with applicable law;

(iii)

claims relating to the Company's or Optionee's intellectual property;

(iv)

claims relating to restrictive covenants;

(v)

any other dispute or claim that has been expressly excluded from arbitration by applicable statute.

Nothing in this Arbitration Agreement should be interpreted as restricting or prohibiting the Optionee from filing a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the Occupational Safety and Health Commission, the U.S. Securities and Exchange Commission, the Congress, or any other federal, state, or local administrative agency charged with investigating and/or prosecuting complaints under any applicable federal, state or municipal law or regulation (except that the parties acknowledge that the Optionee may not recover any monetary benefits in connection with any such claim, charge or proceeding). A federal, state, or local agency would also be entitled to investigate the charge in accordance with applicable law. However, any dispute or claim that is covered by this Arbitration Agreement but not resolved through the federal, state, or local agency proceedings must be submitted to arbitration in accordance with this Arbitration Agreement.

Time To File Claims. Optionee and the Company understand and agree that any demand for arbitration by either the Optionee or the Company shall be filed within the statute of limitation that is applicable to the claim(s) upon which arbitration is sought or required. Any failure to demand arbitration within this time frame and according to these rules shall constitute a waiver of all rights to raise any claims in any forum arising out of any dispute that was subject to arbitration.

Class, Collective or Representative Action Waiver. To the extent permitted by law, no claims may be brought or maintained on a class, collective or representative basis either in a court of law or arbitration, notwithstanding the rules of the arbitral body. Optionee and the Company expressly waive any right with respect to any claims to submit, initiate, or participate as a plaintiff, claimant or member in a class action or collective action, regardless of whether the action is filed in arbitration or in a court of law.

Any issue concerning the validity of the class action, collective action or representative action waiver in this Arbitration Agreement, and whether an action may proceed as a class, collective or representative action, must be decided by a court of law, and an arbitrator shall not have authority to consider the issue of the validity of this waiver or whether the action may proceed as a class, collective or representative action. If for any reason this class action, collective action or representative action waiver is found to be unenforceable, the class action, collective action or representative action claim may only be heard in a court of law and may not be arbitrated.

No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

Final and Binding Arbitration. OPTIONEE AND THE COMPANY UNDERSTAND AND AGREE THAT THE ARBITRATION OF DISPUTES AND CLAIMS UNDER THIS ARBITRATION AGREEMENT SHALL BE INSTEAD OF A COURT TRIAL

BEFORE A JUDGE AND/OR A JURY. Optionee and the Company understand and agree that, by signing this Arbitration Agreement, they are expressly waiving any and all rights to a trial before a judge and/or a jury regarding any disputes and claims which they now have or which they may in the future have that are subject to arbitration under this Arbitration Agreement. Optionee and the Company also understand and agree that the arbitrator's decision will be final and binding on both the Company and Optionee, subject to review on the grounds set forth in the Federal Arbitration Act ("FAA").

Arbitration Procedures. Optionee and the Company understand and agree that any arbitration shall be conducted in accordance with the procedures and rules of either the American Arbitration Association (“AAA”) or JAMS, at the option of the party making a demand for arbitration, to the extent not inconsistent with the terms of this Arbitration Agreement. The Parties agree that those procedures and rules shall not be construed to allow class, collective or representative arbitration, and that a court, rather than the arbitrator, shall decide class, collective and representative action related issues; provided, however, that the arbitrator shall allow the discovery authorized under the Federal Rules of Civil Procedure or any other discovery required by state law in arbitration proceedings. Also, to the extent that any of the rules and or procedures of the AAA or JAMS, or anything in this Arbitration Agreement conflicts with any arbitration procedures required by law, the arbitration procedures required by law shall govern. Optionee and the Company also agree that nothing in this Arbitration Agreement relieves either of them from any obligation they may have to exhaust certain administrative remedies before arbitrating any claims or disputes under this Arbitration Agreement. Optionee and the Company also agree that the arbitration shall be conducted before a single arbitrator.

The Arbitration Rules and Mediation Procedures of the AAA may be found on the Internet at www.adr.org/employment. The ADR Rules, Clauses and Procedures of JAMS may be found on the Internet at https://www.jamsadr.com/adr-rules-procedures. A printed copy of these rules is also available upon request.

Place of Arbitration. Optionee and the Company understand and agree that the arbitration shall take place in the county in which the Optionee worked at the time the arbitrable dispute or claim arose, unless the parties agree to another mutually convenient location.

Governing Law. Optionee and the Company understand and agree that the Company is engaged in transactions involving interstate commerce and that this is an Arbitration Agreement governed by the FAA. To the extent not inconsistent with the FAA, this Arbitration Agreement and its interpretation, validity, construction, enforcement and performance, as well as disputes and/or claims arising under this Arbitration Agreement, shall be governed by the law of the state where Optionee works or worked at the time the arbitrable dispute or claim arose.

Costs of Arbitration. Optionee and the Company understand and agree that to the extent required or permitted by applicable law, the non-initiating party will bear the arbitrator's fee and any other type of expense or cost that the initiating party would not be required to bear if the dispute or claim was brought in a court of law, as well as any other expense or cost that is unique to arbitration. The party initiating the claim is responsible for contributing an amount equal to the filing fee to initiate a claim in the court of general jurisdiction in the state in which Optionee is (or was last) employed by the Company. The Company and Optionee shall each pay their own attorneys' fees incurred in connection with the arbitration, and the arbitrator will not have authority to award attorneys' fees unless a statute or contract at issue in the dispute authorizes the award of attorneys' fees to the prevailing party, in which case the arbitrator shall have the authority to make an award of attorneys' fees as required or permitted by applicable law. If there is a dispute as to whether the Company or Optionee is the prevailing party in the arbitration, the arbitrator will decide this issue.

Severability. Optionee and the Company understand and agree that if any term or portion of this Arbitration Agreement shall, for any reason, be declared by a Court of competent jurisdiction to be invalid or unenforceable or to be contrary to public policy or any law, such a decision shall only be binding in the jurisdiction in which the decision was made. In addition, the remainder of this Arbitration Agreement shall not be affected by such invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within this Arbitration Agreement.

Complete Agreement. Optionee and the Company understand and agree that this Arbitration Agreement contains the complete Arbitration Agreement between the Company and Optionee regarding the subject of arbitration of disputes, except for any arbitration agreement in connection with any benefit plan; that it supersedes any and all prior representations and agreements between them, if any; and that it may be modified only in a writing, expressly referencing this Arbitration Agreement and Optionee by full name, and signed by the Optionee and the Company's General Counsel.

Not A Contract of Employment. This Arbitration Agreement is not, and shall not be construed to create, any contract of employment, express or implied. Nor does this Arbitration Agreement in any way alter the "at-will" status of Optionee's employment.

Consideration. Optionee and the Company understand that arbitration is a speedy, cost-effective procedure for resolving disputes and have entered into this Arbitration Agreement in the anticipation of gaining the benefit of this dispute resolution procedure. This Arbitration Agreement is supported by the parties' mutual promises to submit any claims they may have against the other that are covered by this Arbitration Agreement to final and binding arbitration, rather than to have them decided in court before a judge or jury. Optionee further understands and agrees that additional consideration for this Arbitration Agreement has been provided in the form of the Award provided by this Agreement.

Knowing and Voluntary Agreement. Optionee and the Company understand and agree that they have been advised to consult with an attorney of their own choosing before signing this Agreement, which includes this Arbitration Agreement, and they have had an opportunity to do so. Optionee and the Company agree that they have read this Arbitration Agreement carefully and understand that by signing it, they are waiving all rights to a trial or hearing before a judge or jury of any and all disputes and claims subject to arbitration under this Arbitration Agreement.

ENOVA INTERNATIONAL, INC.

(For and on behalf of itself, and/or any Affiliate of the Company that employs Optionee)

175 West Jackson Blvd., Suite 600

Chicago, Illinois 60604

By:

David Fisher, Chief Executive Officer

Electronic acceptance of this Award by Optionee shall bind Optionee by the terms of this Agreement pursuant to Section 15(m) of this Agreement.

EX-10.2 3 enva-ex10_2.htm EX-10.2 EX-10.2

Exhibiti 10.2

THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AND JOINDER

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER (this “Amendment”), dated as of August 28, 2025, is made by and among ENOVA INTERNATIONAL, INC., a Delaware corporation (the “Parent”), certain wholly-owned Restricted Subsidiaries (as defined in the Credit Agreement defined below) of the Parent party hereto as borrowers (each such person and the Parent, individually, a “Borrower” and collectively, jointly and severally, the “Borrowers”), the guarantors party hereto (the “Guarantors”), the Lenders (as defined in the Credit Agreement) party hereto, the New Lender (as defined below), and BANK OF MONTREAL, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).

RECITALS

WHEREAS, the Borrowers, Guarantors, the Administrative Agent and the Lenders party hereto are parties to that certain Amended and Restated Credit Agreement, dated as of June 23, 2022 (as amended prior to the date hereof and as may be further amended, restated, extended, supplemented and/or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrowers have requested Lenders to provide a Revolving Facility Increase pursuant to Section 2.19 of the Credit Agreement to increase the Maximum Revolver Amount to an amount equal to $825,000,000 on the Third Amendment Effective Date (as defined below);

WHEREAS, the Borrowers have requested that Enova Financial Holdings, LLC (“Enova Financial”) be allowed to convert from a Guarantor to a Borrower; and

WHEREAS, the Administrative Agent and certain of the Lenders, including the New Lender (as defined below), have agreed to such Revolving Facility Increase (such New Lender and Lenders increasing their Revolving Commitments being referred to herein as the “Increasing Lenders”) and to make certain amendments to the Credit Agreement subject to the terms and conditions as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound agree as follows:

ARTICLE IDEFINITIONS

1.01 Capitalized terms used in this Amendment which are defined in the Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein.

ARTICLE IIAMENDMENTS

2.01 Subject to the satisfaction of the conditions precedent set forth in Article IV below, the Credit Agreement and the Exhibits and Schedules thereto shall be and hereby are amended to delete the stricken text (indicated textually in the same manner as the following example: ) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the changed pages to the Credit Agreement attached as Annex I hereto.

2.02. Enova Financial hereby elects to be a Borrower for all purposes of the Credit Agreement, the Notes and other Credit Documents effective upon the satisfaction of the conditions set forth in Article IV below. Enova Financial additionally agrees to perform all obligations of a Borrower under, and agrees to be bound in all respects by the terms of, the Credit Agreement, the Notes and other Credit Documents to the same extent and with the same force and effect as if Enova Financial were an original signatory party thereto as a Borrower. Nothing herein shall affect Enova Financial’s Obligations as a Credit Party with respect to the other Credit Documents.

ARTICLE IIINew Lender Provisions

3.01

Trustmark Bank (the “New Lender”) hereby confirms that it has received a copy of the Credit Documents and the exhibits related thereto, together with copies of the documents which were required to be delivered under the Credit Agreement as a condition to the making of the Loans and other extensions of credit thereunder. The New Lender acknowledges and agrees that it has made and will continue to make, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, its own credit analysis and decisions relating to the Credit Parties and the Credit Agreement. The New Lender further acknowledges and agrees that the Administrative Agent has not made any representations or warranties about the credit worthiness of the Borrowers or any other party to the Credit Agreement or any other Credit Document or with respect to the legality, validity, sufficiency or enforceability of the Credit Agreement or any other Credit Document or the value of any security therefor.

3.02

Except as otherwise provided in the Credit Agreement, effective as of the date hereof, the New Lender (i) shall be deemed automatically to have become a party to the Credit Agreement and have all the rights and obligations of a “Lender” under the Credit Agreement as if it were an original signatory thereto and (ii) agrees to be bound by the terms and conditions set forth in the Credit Agreement as if it were an original signatory thereto. To the extent required by the Administrative Agent, the New Lender will deliver an Administrative Questionnaire to the Administrative Agent.

ARTICLE IV.

CONDITIONS PRECEDENT

4.01 Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full, in a manner reasonably satisfactory to the Administrative Agent, of the following conditions precedent (the first such date upon which all such conditions have been satisfied being herein called the “Third Amendment Effective Date”):

(a) The Administrative Agent shall have received this Amendment, duly executed by Borrowers, Guarantors, and the Lenders, including the New Lender, in form and substance reasonably satisfactory to the Administrative Agent and each Lender party hereto and its respective counsel.

(b) The Administrative Agent shall have received, on or before the Third Amendment Effective Date, all agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Exhibit A, including all documentation and other information required by regulatory authorities under applicable “know your customer” (including Beneficial Ownership Certification in relation to the Borrowers) and anti-money laundering rules and regulations.

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(c) The Administrative Agent shall have received a Note duly executed by Borrowers for the Lenders, including the New Lender, that request their respective Revolving Commitment be evidenced by a Note.

(d) The Administrative Agent shall have received from the Borrowers updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to the Revolving Facility Increase effectuated under this Amendment and any Extension of Credit thereunder, if any, on the Third Amendment Effective Date, on a pro forma basis, the Credit Parties will be in compliance with the Financial Covenants.

(e) The Administrative Agent shall have received certificates of insurance evidencing general liability and commercial property insurance of the Credit Parties in favor of Administrative Agent related thereto, in each case in form and substance reasonably satisfactory to Administrative Agent.

(f) The Administrative Agent shall have received the results of bringdown UCC searches showing all financing statements and other documents or instruments on file against each Credit Party in the appropriate filing offices (except for Enova International, Inc., Enova Financial Holdings, LLC and Align Balance, LLC for which the Administrative Agent shall have received the results of full UCC, tax lien and judgement lien searches showing all financing statements and other documents or instruments in the appropriate filing offices), such search to be as of a date no more than thirty (30) days prior to the Third Amendment Effective Date, and reflecting no Liens against any of the intended collateral other than Liens being released or assigned to Administrative Agent on or prior to the Thid Amendment Effective Date and Permitted Liens.

(g) The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Parent as of the Third Amendment Effective Date, substantially in the form of Exhibit 4.1(m) attached to the Credit Agreement, stating that immediately after giving effect to this Amendment, the other Credit Documents, and all the Transactions contemplated to occur on such date, (i) no Default or Event of Default exists, and (ii) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).

(h) Each document (including any UCC financing statements reflecting the Credit Parties, as debtors, and Administrative Agent, as secured party) required by the Security Agreement to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself and the Lenders, a perfected Lien on the Collateral described therein, Law) shall be in proper form for filing, registration or recordation.

(i) The Administrative Agent shall have received a Notice of Borrowing duly executed by Borrowers to the extent an Extension of Credit is to occur on the Third Amendment Effective Date.

(j) The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to Administrative Agent:

(i) Organizational Documents. Each Credit Party’s articles of incorporation and bylaws (or comparable organization documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or other Responsible Officer), or a certification by such Credit Party’s Secretary or Assistant Secretary (or other Responsible Officer) that there have been no amendments to such Credit Party articles of incorporation and bylaws (or comparable organizational documents) since they were last certified to the Administrative Agent.

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(ii) Resolutions. Copies of resolutions of the board of directors or comparable managing body of each Credit Party approving and adopting this Amendment and the other documents required to be delivered in connection herewith, and authorizing execution and delivery thereof, certified by an officer of such Credit Party as of the Third Amendment Effective Date to be true and correct and in force and effect as of such date.

(ii) Good Standing. Copies of certificates of good standing, existence or its equivalent (to the extent such an item exists in the relevant jurisdiction) with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization.

(iii) Legal Opinion of Counsel. The Administrative Agent shall have received the opinions of Paul Hastings LLP and the opinions of Utah local counsel, each as counsel to all or a portion of the Credit Parties, dated the Third Amendment Effective Date, addressed to the Administrative Agent and the Lenders (including the New Lender) in form and substance reasonably satisfactory to the Administrative Agent.

(k) Substantially concurrently with the effectiveness of this Amendment, Borrowers shall have paid the fees set forth in the letter between the Administrative Agent and the Parent dated as of the date hereof and, to the extent invoiced at least one Business Day prior to the Third Amendment Effective Date, all other fees, costs and expense due and payable as of the Third Amendment Effective Date under the Credit Agreement and the other Credit Documents.

For purposes of determining compliance with the conditions specified in this Article IV, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Third Amendment Effective Date specifying its objection thereto.

ARTICLE VMISCELLANEOUS PROVISIONS

5.01 No Waiver. Nothing contained in this Amendment shall be construed as a waiver by the Administrative Agent or any Lender of any covenant or provision of the Credit Agreement or the other Credit Documents, and the failure of the Administrative Agent or any Lender at any time or times hereafter to require strict performance by the Credit Parties of any provision thereof shall not waive, affect or diminish any right of the Administrative Agent and the Lenders to thereafter demand strict compliance therewith. The Administrative Agent and the Lenders hereby reserve all rights granted under the Credit Agreement, the other Credit Documents and this Amendment.

5.02 Reallocation of Revolving Loans. The parties hereto hereby acknowledge and agree that, pursuant to and in accordance with Section 2.19(c) of the Credit Agreement, in connection with the closing of the Revolving Facility Increase under this Amendment, on the Third Amendment Effective Date, the outstanding Revolving Loans and Participation Interests shall be reallocated by causing such fundings and repayments (through the Administrative Agent) among each of the Lenders having a Revolving Commitment prior to such date and the Lenders acquiring a Revolving Commitment (pursuant to this Amendment) as necessary such that, after giving effect to this Amendment and the Revolving Facility Increase effectuated hereunder, each Lender will hold Revolving Loans and Participation Interests based on its Revolving Commitment Percentage set forth on Schedule 2.1(a) (after giving effect to such Revolving Facility Increase).

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5.03 Survival of Representations and Warranties; Additional Representations and Warranties. All representations and warranties made in the Credit Agreement, the Amendment and the other Credit Documents, shall survive the execution and delivery of this Amendment, and no investigation by Administrative Agent or any Lender shall affect the representations and warranties or the right of Administrative Agent or any Lender to rely upon them. Borrowers and Guarantors further represent and warrant that, after giving effect to this Amendment, the Credit Agreement is and shall continue to be permitted debt under each Senior Notes Indenture and the Liens securing the Obligations are, and shall continue to be, permitted liens under each Senior Notes Indenture and nothing contained herein shall cause an event of default to occur under any such Senior Notes Indenture.

5.04 General Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and the other Credit Documents and except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement (including, without limitation, the Guaranty set forth in Article X thereof) and the other Credit Documents are ratified and confirmed and shall continue in full force and effect. The Credit Parties, the Administrative Agent and the Lenders agree that the Credit Agreement and the other Credit Documents, as amended hereby or in connection herewith, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms subject as to enforcement of remedies to (x) any Debtor Relief Laws and (y) general principles of equity, whether applied by a court of law or equity. Each Credit Party ratifies and reaffirms the Obligations (as increased hereby) are secured by the Credit Documents including, without limitation, all indebtedness and other obligations of Borrowers now or hereafter existing under the Credit Agreement.

5.05 Reaffirmations. (a) The Credit Parties hereby acknowledge and agree that the Liens created and provided for by the Collateral Documents continue to secure, among other things, the Obligations arising under the Credit Agreement as amended hereby; and the Collateral Documents and the rights and remedies of the Administrative Agent thereunder, the obligations of the Credit Parties thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for by the Collateral Documents as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.

(b) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to any modification of the Credit Agreement and the other Credit Documents effected pursuant to this Amendment. Each Guarantor hereby confirms to the Administrative Agent and the Lenders that, after giving effect to this Amendment, the Guaranty of such Guarantor and each other Credit Document to which such Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the waivers or modifications to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future waivers or modifications to the Credit Agreement

5.06 References to Credit Agreement. Each of the Credit Agreement and the other Credit Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any reference in the Credit Agreement and such other Credit Documents to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby.

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5.07 Costs and Expenses. Each Credit Party acknowledges that Section 9.5 of the Credit Agreement applies to this Amendment and the transactions, agreements and documents contemplated thereunder.

5.08 Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

5.09 Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Administrative Agent, Lenders, Credit Parties and their respective successors and permitted assigns, except that Credit Parties may not assign or transfer any of their respective rights or obligations hereunder without the prior written consent of Administrative Agent and the Lenders and the Administrative Agent may only assign their rights hereunder as permitted by Section 9.6 of the Credit Agreement.

5.10 Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or other electronic means shall be equally effective as delivery of a manually executed counterpart of this Amendment.

5.11 Further Assurances. To the extent required by Section 5.13 of the Credit Agreement, each Credit Party agrees to execute such other and further documents and instruments as Administrative Agent may request to implement the provisions of this Amendment.

5.12 Effect of Waiver. No consent or waiver, express or implied, by Administrative Agent or any Lender to or for any breach of or deviation from any covenant or condition by Borrowers shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.

5.13 No Limitation on Administrative Agent. Nothing in this Amendment shall be deemed in any way to limit or restrict Administrative Agent’s or any Lender’s rights to seek in a bankruptcy court or any other court of competent jurisdiction, any relief Administrative Agent or any Lender may deem appropriate in the event that there is an Event of Default continuing pursuant to Section 7.1(e) of the Credit Agreement.

5.14 Material Inducement. Each Credit Party further acknowledges and agrees that the representations, acknowledgments, agreements and warranties in this Amendment have been made by Credit Parties as a material inducement to Administrative Agent and the Lenders to into this Amendment, that Administrative Agent and the Lenders are relying on such representations and warranties, and that Administrative Agent and the Lenders would not have entered into this Amendment without such representations, acknowledgments, agreements, and warranties.

5.15 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

5.16 Applicable Law. Sections 9.12 and 9.13 of the Credit Agreement are hereby incorporated herein, mutatis mutandis.

5.17 Full Opportunity for Review; No Undue Influence. Credit Parties have reviewed this Amendment and each Credit Party acknowledges and agrees that it (a) understands fully the terms of this Amendment and the consequences of the issuance hereof, (b) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment with, such attorneys and other Persons as it may wish, and (c) has entered into this Amendment of its own free will and accord and without threat or duress.

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This Amendment and all information furnished to Administrative Agent and the Lenders is made and furnished in good faith, for value and valuable consideration. This Amendment has not been made or induced by any fraud, duress or undue influence exercised by Administrative Agent or Lender or any other Person.

5.18 Entire Agreement. THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Remainder intentionally left blank; signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by its proper and duly authorized officers as of the date first written above.

BORROWERS:

ENOVA INTERNATIONAL, INC.

a Delaware corporation

By: /s/ Steven Cunningham_________

Name: Steven Cunningham

Title: Chief Financial Officer

CASHNETUSA OF FLORIDA, LLC

a Delaware limited liability company

CNU OF CALIFORNIA, LLC

a Delaware limited liability company

CNU OF DELAWARE, LLC

a Delaware limited liability company

CNU OF MICHIGAN, LLC

a Delaware limited liability company

CNU OF MISSISSIPPI, LLC

a Delaware limited liability company

CNU OF MISSOURI, LLC

a Delaware limited liability company

CNU OF NEVADA, LLC

a Delaware limited liability company

CNU OF OKLAHOMA, LLC

a Delaware limited liability company

CNU OF SOUTH CAROLINA, LLC

a Delaware limited liability company

CNU OF TENNESSEE, LLC

a Delaware limited liability company

CNU OF WISCONSIN, LLC

a Delaware limited liability company

THE CHECK GIANT NM, LLC

a Delaware limited liability company

By: CNU ONLINE HOLDINGS, LLC

Its: Member

By: /s/ Steven Cunningham___

Name: Steven Cunningham

Title: Vice President

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

ALIGN MINT, LLC

a Delaware limited liability company

ALIGN BALANCE, LLC

a Delaware limited liability company

CASHNET CSO OF MARYLAND, LLC

a Delaware limited liability company

CNU OF ALABAMA, LLC

a Delaware limited liability company

CNU OF IDAHO, LLC

a Delaware limited liability company

CNU OF KANSAS, LLC

a Delaware limited liability company

CNU OF TEXAS, LLC

a Delaware limited liability company

CNU OF UTAH, LLC

a Utah limited liability company

CNU OF LOUISIANA, LLC

a Utah limited liability company

ODK CAPITAL, LLC

a Utah limited liability company

TENNESSEE CNU, LLC

a Delaware limited liability company

NC FINANCIAL SOLUTIONS OF UTAH, LLC

a Utah limited liability company

ENOVA SMB, LLC

a Delaware limited liability company

CNU ONLINE HOLDINGS, LLC

a Delaware limited liability company

CUMULUS FUNDING, INC.

a Delaware corporation

HEADWAY CAPITAL, LLC

a Utah limited liability company

NC FINANCIAL SOLUTIONS, LLC

a Delaware limited liability company

OHIO CONSUMER FINANCIAL SOLUTIONS, LLC

a Delaware limited liability company

ON DECK CAPITAL, INC.

a Delaware corporation

THE BUSINESS BACKER, LLC

a Delaware limited liability company

By: /s/ Steven Cunningham_________

Name: Steven Cunningham

Title: Vice President

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

NC FINANCIAL SOLUTIONS OF ALABAMA, LLC

a Delaware limited liability company

NC FINANCIAL SOLUTIONS OF ARIZONA, LLC

a Delaware limited liability company

NC FINANCIAL SOLUTIONS OF CALIFORNIA, LLC

a Delaware limited liability company

NC FINANCIAL SOLUTIONS OF DELAWARE, LLC

a Delaware limited liability company

NC FINANCIAL SOLUTIONS OF GEORGIA, LLC

a Delaware limited liability company

NC FINANCIAL SOLUTIONS OF IDAHO, LLC

a Delaware limited liability company

NC FINANCIAL SOLUTIONS OF ILLINOIS, LLC

a Delaware limited liability company

NC FINANCIAL SOLUTIONS OF MISSOURI, LLC

a Delaware limited liability company

NC FINANCIAL SOLUTIONS OF NEW MEXICO, LLC

a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF NORTH DAKOTA, LLC

a Delaware limited liability company

NC FINANCIAL SOLUTIONS OF SOUTH CAROLINA, LLC

a Delaware limited liability company

NC FINANCIAL SOLUTIONS OF SOUTH DAKOTA, LLC

a Delaware limited liability company

NC FINANCIAL SOLUTIONS OF VIRGINIA, LLC

a Utah limited liability company

NC FINANCIAL SOLUTIONS OF WISCONSIN, LLC

a Delaware limited liability company

By: NC FINANCIAL SOLUTIONS, LLC
Its: Member

By: /s/ Steven Cunningham_________

Name: Steven Cunningham

Title: Vice President

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

NC FINANCIAL SOLUTIONS OF LOUISIANA, LLC

a Utah limited liability company

By: /s/ Steven Cunningham_________
Name: Steven Cunningham
Title: Treasurer

ODWS, LLC

a Delaware limited liability company

By: /s/ Steven Cunningham_________

Name: Steven Cunningham

Title: Officer

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

GUARANTORS:

CNU GLOBAL-1, LLC

a Delaware limited liability company

CNU GLOBAL-2, LLC

a Delaware limited liability company

ENOVA INTERNATIONAL GEC, LLC

a Delaware limited liability company

ENOVA ONLINE SERVICES, LLC

a Delaware limited liability company

ENERGY INTERMEDIATE, INC.

a Delaware corporation

NET CREDIT FINANCE, LLC

a Delaware limited liability company

NET CREDIT LOAN SERVICES, LLC

a Delaware limited liability company

DEBIT PLUS, LLC

a Delaware limited liability company

NC FINANCIAL SOLUTIONS OF TEXAS, LLC

a Delaware limited liability company

NETCREDIT FINANCE, LLC

a Delaware limited liability company

NETCREDIT LOAN SERVICES, LLC

a Delaware limited liability company

By: /s/ Steven Cunningham_________

Name: Steven Cunningham

Title: Vice President

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

ENOVIND INVESTMENT, LLC

a Delaware limited liability company

ENOVA CARD HOLDCO, LLC

a Delaware limited liability company

PANGEA INTERMEDIATE, LLC

a Delaware limited liability company

ON DECK CANADA HOLDINGS, INC.

a Delaware corporation

ODX, LLC

a Delaware limited liability company

PANGEA TRANSFER COMPANY, LLC

a Delaware limited liability company

PANGEA USA, LLC

a Delaware limited liability company

ENOVA CARD SERVICES, LLC
a Delaware limited liability company

By: /s/ Steven Cunningham_________

Name: Steven Cunningham

Title: Treasurer

CNU OF ILLINOIS, LLC

a Delaware limited liability company

CNU OF INDIANA, LLC

a Delaware limited liability company

ENOVA BRAZIL, LLC

a Delaware limited liability company

By: CNU ONLINE HOLDINGS, LLC

Its: Member

By: /s/ Steven Cunningham_________

Name: Steven Cunningham

Title: Vice President

NC FINANCIAL SOLUTIONS OF MISSISSIPPI, LLC

a Delaware limited liability company

By: NC FINANCIAL SOLUTIONS, LLC
Its: Member

By: /s/ Steven Cunningham_________
Name: Steven Cunningham
Title: Vice President

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

DEBIT PLUS PAYMENT SOLUTIONS, LLC

a Delaware limited liability company

DEBIT PLUS SERVICES, LLC

a Delaware limited liability company

DEBIT PLUS TECHNOLOGIES, LLC

a Delaware limited liability company

By: Debit Plus, LLC
Its: Member

By: /s/ Steven Cunningham_________
Name: Steven Cunningham
Title: Vice President

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

NEW BORROWER:

ENOVA FINANCIAL HOLDINGS, LLC

a Delaware limited liability company

By: /s/ Steven Cunningham_________

Name: Steven Cunningham

Title: Vice President

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

ADMINISTRATIVE AGENT:

BANK OF MONTREAL, as Administrative Agent and Collateral Agent on behalf of the Lenders BANK OF MONTREAL, as LC Issuer,

By: /s/ Chris Clark

Name: Chris Clark

Title: Managing Director

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

Swingline Lender and Lender

By: /s/ Chris Clark

Name: Chris Clark

Title: Managing Director

Signature Page to Third Amendment to Amended and Restated Credit Agreement - Enova

Axos Bank, as a Lender Banc of California, as a Lender

By: /s/ Joel Kodish________________________

Name: Joel Kodish

Title: Senior Vice President

Signature Page to Third Amendment to Amended and Restated Credit Agreement - Enova

By: /s/ Hans Sylvester______________________

Name: Hans Sylvester

Title: SVP, Portfolio Manager

Signature Page to Third Amendment to Amended and Restated Credit Agreement - Enova

EverBank, N.A., as a Lender First Horizon Bank, as a Lender

By: /s/ Jaime Caruso________________________

Name: Jaime Caruso

Title: Managing Director

Signature Page to Third Amendment to Amended and Restated Credit Agreement - Enova

By: /s/ Morgan Stanford

Name: Morgan Stanford

Title: Senior Vice President

Signature Page to Third Amendment to Amended and Restated Credit Agreement - Enova

Synovus Bank, as a Lender

By: /s/ Jonathan Edwards

Name: Jonathan Edwards

Title: President, Specialty Finance Division TAB Bank, as a Lender

Signature Page to Third Amendment to Amended and Restated Credit Agreement - Enova

By: /s/ Ben Blume________________________

Name: Ben Blume

Title: Director Working Capital

Signature Page to Third Amendment to Amended and Restated Credit Agreement - Enova

Texas Capital, as a Lender Trustmark Bank, as a Lender

By: /s/ Silvio Canto________________________

Name: Silvio Canto

Title: Executive Director

Signature Page to Third Amendment to Amended and Restated Credit Agreement - Enova

By: /s/ Foster Kennedy_____________________

Name: Foster Kennedy

Title: Senior Vice President

Signature Page to Third Amendment to Amended and Restated Credit Agreement - Enova

Veritex Community Bank, as a Lender

By: /s/ Laura Kelly_____________________

Name: Laura Kelly

Title: Vice President Specialty Banking ANNEX I TO THIRD AMENDMENT

Signature Page to Third Amendment to Amended and Restated Credit Agreement - Enova

EXHIBIT A

CLOSING CHECKLIST

[OMITTED]

ANNEX I

AMENDED CREDIT AGREEMENT

[ATTACHED]

$825,000,000

AMENDED AND RESTATED
CREDIT AGREEMENT

among

ENOVA INTERNATIONAL, INC.,
as a Borrower and the Parent,

CERTAIN RESTRICTED SUBSIDIARIES OF THE PARENT
FROM TIME TO TIME PARTY HERETO,
as Borrowers,

CERTAIN RESTRICTED SUBSIDIARIES OF THE PARENT
FROM TIME TO TIME PARTY HERETO,
as Guarantors,

THE LENDERS PARTY HERETO,

and

BANK OF MONTREAL,
as Administrative Agent and Collateral Agent

Dated as of June 23, 2022

BMO CAPITAL MARKETS, AXOS BANK, SYNOVUS BANK, AND EVERBANK, N.A.
as the Joint Lead Arrangers and Joint Lead Bookrunners

BANC OF CALIFORNIA, FIRST HORIZON BANK,
VERITEX COMMUNITY BANK AND TEXAS CAPITAL BANK
as Co-Syndication Agents

Third Amendment to Credit Agreement - Annex I (Enova, 2025) 4919-5376-4952 v25.docx 4384657

TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS

Section 1.1. Defined Terms. 1

Section 1.2. Divisions. 45

Section 1.3. Other Definitional Provisions. 45

Section 1.4. Accounting Terms. 46

Section 1.5. Time References. 47

Section 1.6. Execution of Documents. 47

Section 1.7. Letter of Credit Amounts. 47

Section 1.8. Certain Calculations and Tests. 47

ARTICLE II
THE LOANS; AMOUNT AND TERMS

Section 2.1. Revolving Loans. 49

Section 2.2. Swingline Loan Subfacility. 51

Section 2.3. Letter of Credit Subfacility. 53

Section 2.4. Fees. 59

Section 2.5. Commitment Terminations or Reductions. 60

Section 2.6. Prepayments. 61

Section 2.7. Default Rate and Payment Dates. 62

Section 2.8. Applicable Interest Rates. 62

Section 2.9. Funding Indemnity. 63

Section 2.10. Pro Rata Treatment and Payments. 64

Section 2.11. Non-Receipt of Funds by the Administrative Agent. 65

Section 2.12. Change of Law 66

Section 2.13. Yield Protection. 67

Section 2.14. Effect of Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document 68

Section 2.15. Taxes. 69

Section 2.16. Inability to Determine Rates 72

Section 2.17. Discretion of Lender as to Manner of Funding 73

Section 2.18. Replacement of Lenders. 73

Section 2.19. Revolving Facility Increases. 74

Section 2.20. Defaulting Lenders. 76

Section 2.21. Extension of Commitments. 77

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Section 3.1. Existence, Qualification and Power; Compliance with Laws. 79

Section 3.2. Authorization; No Contravention. 80

Section 3.3. Governmental Authorization. 80

Section 3.4. Binding Effect. 80

Section 3.5. Financial Statements; No Material Adverse Effect 80

Section 3.6. Litigation. 81

Section 3.7. Ownership of Property; Liens. 81

Section 3.8. Environmental Compliance 81

Section 3.9. Taxes. 81

Section 3.10. ERISA Compliance 82

Section 3.11. Capitalization and Subsidiaries. 82

Section 3.12. Margin Regulations; Investment Company Act. 82

Section 3.13. Disclosure. 83

Section 3.14. Intellectual Property; Licenses, Etc. 83

Section 3.15. Solvent. 83

Section 3.16. Compliance with FCPA. 83

Section 3.17. Anti-Money Laundering Laws. 83

Section 3.18. Compliance with OFAC Rules and Regulations 83

Section 3.19. Margin Stock. 84

Section 3.20. Servicing. 84

Section 3.21. Employment Matters 84

ARTICLE IV
CONDITIONS PRECEDENT

Section 4.1. Conditions to Initial Extensions of Credit. 85

Section 4.2. Conditions to All Extensions of Credit. 87

ARTICLE V
AFFIRMATIVE COVENANTS

Section 5.1. Financial Statements 88

Section 5.2. Certificates; Other Information. 88

Section 5.3. Notices of Material Events. 90

Section 5.4. Payment of Obligations. 91

Section 5.5. Preservation of Existence, Etc. 91

Section 5.6. Maintenance of Properties. 91

Section 5.7. Maintenance of Insurance. 92

Section 5.8. Compliance with Laws. 92

Section 5.9. Books and Records. 92

Section 5.10. Inspection Rights. 92

Section 5.11. Compliance with ERISA 93

Section 5.12. Use of Proceeds. 93

Section 5.13. Further Assurances 93

Section 5.14. Notice of Formation of Subsidiary. 94

Section 5.15. New Domestic Subsidiaries. 94

Section 5.16. Unrestricted Subsidiaries. 94

Section 5.17. Compliance with Environmental Laws. 95

Section 5.18. Compliance with FCPA, OFAC and Anti-Money Laundering Laws. 95

Section 5.19. Post-Closing Covenants. 95

ARTICLE VI
NEGATIVE COVENANTS

Section 6.1. Liens. 95

Section 6.2. Indebtedness. 96

Section 6.3. Investments. 99

Section 6.4. Fundamental Changes. 101

Section 6.5. Dispositions. 102

Section 6.6. Restricted Payments. 105

Section 6.7. Change in Nature of Business. 106

Section 6.8. Transactions with Affiliates 106

Section 6.9. Burdensome Agreements. 107

Section 6.10. Amendment of Organization Documents and Fiscal Year. 108

Section 6.11. Amendment of Subordinated Debt. 108

Section 6.12. Amendment of Senior Notes or Additional Notes. 108

Section 6.13. Guaranties. 109

Section 6.14. Financial Covenants. 109

ARTICLE VII
EVENTS OF DEFAULT

Section 7.1. Events of Default. 109

Section 7.2. Acceleration; Remedies 111

Section 7.3. Equity Cure. 112

Section 7.4. Prepayment Cure 113

ARTICLE VIII
THE ADMINISTRATIVE AGENT

Section 8.1. Appointment and Authorization of Administrative Agent. 113

Section 8.2. Rights as a Lender. 114

Section 8.3. Action by Administrative Agent. 114

Section 8.4. Consultation with Experts. 114

Section 8.5. Liability of Administrative Agent; Credit Decision. 115

Section 8.6. Resignation of Administrative Agent and Successor Administrative Agent 115

Section 8.7. LC Issuer and Swingline Lender. 116

Section 8.8. Hedging Liability and Funds Transfer and Deposit Account Liability Arrangements. 116

Section 8.9. Designation of Additional Agents. 117

Section 8.10. Authorization to Release or Subordinate or Limit Liens. 117

Section 8.11. Authorization to Enter into, and Enforcement of, the Collateral Documents. 118

Section 8.12. Delegation of Duties. 119

iii

Section 8.13. Administrative Agent may File Proofs of Claim 119

Section 8.14. Certain ERISA Matters. 119

Section 8.15. Recovery of Erroneous Payments. 120

ARTICLE IX
MISCELLANEOUS

Section 9.1. Amendments, Waivers and Consents. 121

Section 9.2. Notices. 124

Section 9.3. No Waiver; Cumulative Remedies 126

Section 9.4. Survival of Representations and Warranties. 126

Section 9.5. Payment of Expenses and Taxes; Indemnity. 126

Section 9.6. Successors and Assigns; Participations. 128

Section 9.7. Right of Set-off; Sharing of Payments. 131

Section 9.8. Table of Contents and Section Headings. 132

Section 9.9. Counterparts; Effectiveness; Electronic Execution. 133

Section 9.10. Severability. 133

Section 9.11. Integration. 133

Section 9.12. Governing Law. 133

Section 9.13. Consent to Jurisdiction; Service of Process and Venue. 133

Section 9.14. Confidentiality. 134

Section 9.15. Acknowledgments. 135

Section 9.16. Waivers of Jury Trial; Waiver of Consequential Damages. 135

Section 9.17. Patriot Act Notice. 135

Section 9.18. Resolution of Drafting Ambiguities 136

Section 9.19. Subordination of Intercompany Debt. 136

Section 9.20. Continuing Agreement. 136

Section 9.21. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. 136

Section 9.22. Press Releases and Related Matters. 137

Section 9.23. Appointment of Borrower Representative. 137

Section 9.24. No Advisory or Fiduciary Responsibility. 137

Section 9.25. Responsible Officers and Authorized Officers. 138

Section 9.26. Entire Agreement. 138

Section 9.27. Acknowledgement Regarding any Supported QFCs 138

ARTICLE X
GUARANTY

Section 10.1. The Guaranty. 140

Section 10.2. Bankruptcy. 140

Section 10.3. Nature of Liability. 141

Section 10.4. Independent Obligation. 141

Section 10.5. Authorization. 141

Section 10.6. Reliance. 141

Section 10.7. Waiver. 141

Section 10.8. Limitation on Enforcement 142

Section 10.9. Confirmation of Payment. 142

Section 10.10. Eligible Contract Participant. 143

Section 10.11. Keepwell. 143

Section 10.12. Joint and Several Liability of Borrowers. 143

or any of its Subsidiaries.

“Additional Credit Party” shall mean each Person that becomes a Guarantor by executing a Joinder Agreement in accordance with Section 5.15.

“Additional Notes” shall mean any Indebtedness of the Credit Parties (other than the Senior Notes and Subordinated Debt) incurred or issued after the Third Amendment Effective Date (or, in the case of Assumed Indebtedness, incurred or issued prior to or after the Third Amendment Effective Date and assumed by a Credit Party after the Third Amendment Effective Date), which, in each case, (a) is not secured, directly or indirectly, or in whole or in part, by a Lien and (b) does not contain any More Restrictive Covenants than any Senior Notes Indenture, the pricing of such Additional Note is not materially worse than any Senior Notes Indenture, and the “maturity date” of such Additional Note is at least 13 months after the Maturity Date; provided, it is understood and agreed that if any such Additional Notes are convertible into common stock or preferred stock, the mechanics of such conversion shall not be considered More Restrictive Covenants and such stock shall not be redeemable until at least 13 months after the Maturity Date.

“Adjusted EBITDA” shall mean, with respect to any period, EBITDA for such period adjusted to (a) exclude any non-cash gain or loss recognized on the income statement from derivative and currency value fluctuations during such period and (b) give effect to the trailing twelve month pro forma results for acquisitions and dispositions of business entities or properties or assets constituting a division or line of business of any business entity and other customary specified transactions and for operational changes and operational initiatives, including any “run-rate” synergies, operating expense reductions and improvements and cost savings, determined in good faith by the Parent and certified to the Administrative Agent to result from actions which have been taken or are expected to be taken no later than 12 months following any such acquisition, disposition, other customary specified transaction, operational change or operational initiatives, including with adjustments as provided in Article 11, Regulation S-X of the Securities Act of 1933 during such period; provided, however, that, notwithstanding the foregoing, to the extent any such changes are not associated with a transaction, such changes shall be limited to those for which all steps have been taken for realizing such savings and that are factually supportable and reasonably identifiable; provided, further, that that the amounts set forth in subsection (b) hereof with respect to “run-rate” synergies, operational expense reductions and improvements and cost savings, when aggregated with the cumulative amount of add backs set forth in clauses (iv), (vi), (vii), (viii), (ix), and (xi) of the definition of EBITDA, shall not together exceed10.0% of EBITDA.

“Adjusted Funded Debt” shall mean, as of any date of determination, the sum of (a) Funded Debt as of such date, minus (b) Unrestricted Cash as of such date.

“Administrative Agent” or “Agent” shall have the meaning set forth in the first paragraph of this Agreement and shall include any successors in such capacity.

“Administrative Questionnaire” shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” shall mean, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, the Person specified.

“Agreement” or “Credit Agreement” shall mean this Agreement, as amended, modified, extended, restated, replaced, or supplemented from time to time in accordance with its terms.

“Anti-Money Laundering Laws” shall have the meaning assigned in Section 3.17.

“Applicable Margin” means (a) with respect to Base Rate Loans and Reimbursement Obligations, 0.50% per annum, and (b) with respect to SOFR Loans and L/C Participation Fees, 3.25% per annum.

“Applicable Percentage” shall mean, with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented by such Revolving Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentage shall be determined based on the Revolving Commitments most recently in effect, giving effect to any assignments.

“Approved Bank Partner State” shall mean any State in which a Bank Partner is licensed and qualified by a Governmental Authority, if required, to carry on the ordinary course of its business.

“Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender under common control with such Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender under common control with such Lender.

“Approved State” shall mean any State in which the Credit Parties are licensed and qualified by a Governmental Authority, if required, to carry on the ordinary course of its business.

“Assets” shall mean, as of any date of determination, the assets which would be reflected on a balance sheet of the Parent and its Restricted Subsidiaries on a Consolidated basis prepared as of such date in accordance with GAAP.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.6), and accepted by the Administrative Agent, in substantially the form of Exhibit 1.1(b) or any other form approved by the Administrative Agent.

“Assumed Indebtedness” shall mean Indebtedness assumed by the Credit Parties and/or their Restricted Subsidiaries, or owed by an acquired Restricted Subsidiary, in connection with a Permitted Acquisition or any other Investment permitted hereunder.

“Attributable Indebtedness” shall mean, on any date of determination, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation of any Person, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

“Audited Financial Statements” shall mean the audited consolidated balance sheet of the Parent and its Consolidated Subsidiaries for the fiscal year ended December 31, 2021 and the related consolidated statements of income, operations, stockholders’ equity and cash flows for such fiscal year of the Parent.

“Availability” shall mean the amount by which the Revolving Committed Amount at any time exceeds the Revolving Credit Outstandings.

“Bank Product Provider” shall mean (i) Veritex Community Bank, (ii) PacWest Bancorp and (iii) any other Person that provides Bank Products to a Credit Party or any Subsidiary, to the extent that (a) such Person is a Lender or an Affiliate of a Lender or any other Person that was a Lender (or an Affiliate of a Lender) at the time it entered into the Bank Product but has ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under the Credit Agreement or (b) such Person is a Lender or an Affiliate of a Lender on the Closing Date and the Bank Product was entered into on or prior to the Closing Date (even if such Person ceases to be a Lender or such Person’s Affiliate ceases to be a Lender).

“Bank Product Provider Notice” shall mean a notice substantially in the form of Exhibit 1.1(g).

“Bank Program Participation Interest” shall mean an undivided interest in the right, title and interest of a Bank Partner in certain Bank Partner Receivables, as such undivided interest is sold to a Borrower by a Bank Partner pursuant to a Bank Partner Program Agreement.

“Bankruptcy Code” shall mean the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

“Bankruptcy Event” shall mean any of the events described in Section 7.1(e).

“Base Rate” means, for any day, the rate per annum equal to the greatest of: (a) Prime Rate, (b) the sum of (i) the Federal Funds Rate for such day, plus (ii) 1/2 of 1.0%, and (c) the sum of (i) Term SOFR for a one-month tenor in effect on such day plus (ii) 1.0%. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR, as applicable, shall be effective from and including the effective date of the change in such rate. If the Base Rate is being used as an alternative rate of interest pursuant to Sections 2.13 or 2.14, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above, provided that if Base Rate as determined above shall ever be less than the Floor, then Base Rate shall be deemed to be the Floor.

“Base Rate Loan” means a Loan bearing interest at a rate specified in Section 2.8(a).

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.14.

“Benchmark Replacement” means, either of the following to the extent selected by Administrative Agent in its unilateral discretion,

(a)` Daily Simple SOFR; or

(b)` the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar‑denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

advance funds comprising such Borrowing to the Borrower, is “continued” on the date a new Interest Period for the same type of Loans commences for such Borrowing, and is “converted” when such Borrowing is changed from one type of Loans to the other, all as determined pursuant to Section 2.1. Borrowings of Swingline Loans are made by the Swingline Lender in accordance with the procedures set forth in Section 2.2.

“Borrowing Base” shall mean an amount equal to the sum of:

(a)` 75% of the Eligible Accounts, minus two percent (2.0%) for each percent that the Collateral Performance Indicator exceeds thirty percent (30%) of the Eligible Accounts; provided that any reduction in accordance with this clause (a) shall not be effective without the prior written approval of the Required Lenders, plus

(b)` 100% of the Unrestricted Cash and Cash Equivalents of the Credit Parties to the extent held in deposit accounts either (x) maintained by the Administrative Agent or Lenders and to which Borrowers have no access to such funds or (y) over which the Administrative Agent has Control (as such term is defined in the UCC pursuant to a full dominion Controlled Account Agreement), minus

(c)` the aggregate amount of Reserves, if any, established by Administrative Agent.

Notwithstanding anything to the contrary contained herein, any Receivables acquired in connection with a Permitted Acquisition and owned by a Borrower will immediately be included in the Borrowing Base so long as it otherwise constitutes an Eligible Account at a value equal to the Acquired Asset Borrowing Base Calculation (as defined herein); provided, that if the Borrowers have not delivered, at their expense, a customary field examination reasonably acceptable to Administrative Agent within 90 days of the acquisition of such Receivables (or such longer period as the Administrative Agent may reasonably agree), such Receivables will cease to be eligible for inclusion in the Borrowing Base until delivery of such customary field examination reasonably acceptable to Administrative Agent; provided, further, that such Receivables shall in no event comprise more than 12.5% of the availability created by the Borrowing Base. “Acquired Asset Borrowing Base Calculation” means 50.0% of the book value of the relevant Receivables as set forth in the consolidated balance sheets of the relevant acquired entities (or, in the case of an asset acquisition, the seller’s balance sheet) for the most recently ended fiscal quarter of the Parent for which financial statements have been delivered, and applying eligibility and reserve criteria consistent with those applied to Receivables included in the Borrowing Base, until the delivery to the Administrative Agent of a reasonably satisfactory field examination in respect thereof.

“Borrowing Base Certificate” means a certificate in the form of Exhibit 1.1(c).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Capital Lease” shall mean, as of any date of determination, any lease of Property, real or personal, which would be capitalized on a balance sheet of the lessee prepared as of such date, in accordance with GAAP.

“Capitalized Lease Obligation” means, as to any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined in accordance with GAAP.

“Capital Stock” shall mean, as to any Person, the equity interests in such Person, including, without limitation, the shares of each class of capital stock in any Person that is a corporation, each class of “CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“CFC Holding Company” means any direct or indirect Domestic Subsidiary of the Parent that owns no material assets other than Capital Stock in CFCs or CFC Holding Companies or cash, Cash Equivalents and incidental assets related thereto.

“CFPB” shall mean the Consumer Financial Protection Bureau or any successor thereto.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” shall mean (a) with respect to each Borrower, that Parent shall cease to own directly or indirectly and control 100% of the Capital Stock of such Borrower entitled to vote for members of the board of directors or equivalent governing body of such Borrower on a fully-diluted basis except to the extent permitted by Section 6.4 or Section 6.5 hereof, (b) with respect to the Parent, an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of the Parent or its Restricted Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 50.0% or more of the Capital Stock of the Parent entitled to vote for members of the board of directors or equivalent governing body of the Parent on a fully-diluted basis or (c) a “Change of Control” as defined in the Senior Notes Indenture.

“Closing Date” shall have the meaning set forth in Section 4.1.

“Closing Date Letter of Credit” means that certain letter of credit issued by LC Issuer on or about the Closing Date on behalf of Enova International, Inc. for the benefit of Wells Fargo Bank, N.A., as Master Servicer for U.S. Bank National Association as Trustee, in the original face amount of $500,000, as renewed, extended, supplemented, replaced or amended.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” has the meaning set forth in the Security Agreement.

“Collateral Documents” means the Security Agreement, the Master Reaffirmation, and all other security agreements, pledge agreements, assignments, control agreements, and other documents, each of which creates or purports to create a Lien in favor of the Administrative Agent to secure the Obligations.

“Collateral Performance Indicator” means, as of any date of determination, calculated as set forth on the CPI Statement on a trailing twelve-month basis, a percentage that is the result of dividing the dollar amount of:

(a)` bad debt write-downs, charge-offs, discounts, credits, deductions, or other dilutive items as determined by Administrative Agent with respect to Borrowers’ Eligible Accounts (referred to as C/Os on the CPI Statement) minus recoveries (referred to as Recoveries on the CPI Statement), by

(b)` the sum of, with respect to Eligible Accounts:

(i) newly underwritten loans underwritten or held by Borrowers (referred to as Cons Written on the CPI Statement), plus

(ii) renewals and refinances (referred to as Adjusted Sales on the CPI Statement), plus

(iii) loan origination costs (referred to as Origin Costs on the CPI Statement), plus

(iv) interest (referred to as Fin Chgs Act Lns on the CPI Statement);

provided, however, that notwithstanding anything to the contrary herein, (i) the amount of any such dilutive items shall have a reasonable relationship to the event, condition or other matters that are the basis for such change, (ii) the implementation of any dilutive item resulting in an overadvance shall not be deemed to cause a Default or an Event of Default until three (3) Business Days thereafter, and (iii) the Lenders and the Administrative Agent agree that to the extent that the Borrowing Base, on any date of determination, exceeds the Maximum Revolver Amount, the Collateral Performance Indicator will not apply to the Maximum Revolver Amount and shall only be applied against the Borrowing Base, as opposed to the Maximum Revolver Amount.

“Commitment” shall mean the Revolving Commitments and the Swingline Commitment, individually or collectively, as appropriate.

“Commitment Fee” shall have the meaning set forth in Section 2.4(a).

“Commitment Fee Percentage” shall mean (a) 0.50% if the average daily unused portion of the Revolving Commitments of non-Defaulting Lenders during such period is greater than 50.0% of the Maximum Revolver Amount, (b) 0.30% if the average daily unused portion of the Revolving Commitments of non-Defaulting Lenders during such period is greater than 30.0% of the Maximum Revolver Amount but less than or equal to 50.0% of the Maximum Revolver Amount, and (c) 0.15% if the average daily unused portion of the Revolving Commitments of non-Defaulting Lenders during such period is less than or equal to 30.0% of the Maximum Revolver Amount.

“Commitment Period” shall mean the period from and including the Closing Date to but excluding the Maturity Date.

“Committed Funded Exposure” shall mean, as to any Lender at any time (and without duplication), the aggregate principal amount at such time of its outstanding Loans and Participation Interests at such time.

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Commonly Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with the Parent within the meaning of Section 4001(b)(1) of ERISA or is part of a group which includes the Parent and which is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 430 of the Code to the extent required by such Section, Section 414(m) or 414(o) of the Code.

Capital Stock of the same class or options or warrants to purchase such Capital Stock.

“Dollars” and “$” shall mean dollars in lawful currency of the U.S.

“Domestic Subsidiary” shall mean any Subsidiary that is organized and existing under the laws of the U.S. or any state or commonwealth thereof or under the laws of the District of Columbia.

“Early Termination Fee” is defined in Section 2.5(a)(ii).

“EBITDA” shall mean, with respect to any period, (a) Net Income for such period, plus (b) without duplication and to the extent deducted in determining Net Income for such period in accordance with GAAP, (i) Interest Expense for such period, (ii) federal, state, local and foreign income and franchise taxes of the Parent and its Consolidated Subsidiaries for such period, (iii) depreciation and amortization expenses of the Parent and its Consolidated Subsidiaries for such period and other non-cash charges of the Parent and its Consolidated Subsidiaries, (iv) extraordinary, unusual or non-recurring charges, expenses or losses, and related tax effects, (v) non-cash charges, expenses or losses, including, without limitation, any non-cash asset retirement costs, non-cash compensation charges including stock option and other equity-based compensation expenses, non-cash translation (gain) loss and non-cash expense relating to the vesting of warrants for such period, (vi) restructuring costs, integration costs, costs of strategic initiatives, business optimization expenses or costs, retention, recruiting, relocation and signing and stay bonuses and expenses, facility opening, pre-opening and closing and consolidation costs, contract termination costs, stock option and other equity-based compensation expenses, severance costs, transaction fees and expenses and management, monitoring, consulting and advisory fees, indemnities and expenses, including, without limitation, any one time expense relating to enhanced accounting function or other transaction costs for such period, (vii) such other adjustments (x) evidenced by or contained in a due diligence quality of earnings report made available to the Administrative Agent prepared by (I) a nationally recognized accounting firm or (II) any other accounting firm that shall be reasonably acceptable to the Administrative Agent, or (y) consistent with Regulation S-X, (viii) other accruals, payments and expenses (including rationalization, legal, tax, structuring and other costs and expenses) related to the Transactions, acquisitions, investments, dividends, restricted payments, dispositions, refinancings or issuances of debt or equity permitted under the Credit Documents or related to any amendment, modification or waiver in respect of the documentation (including the Credit Documents and the Senior Notes Documents) governing the transactions described in this clause (viii) for such period, (ix) charges, losses or expenses to the extent paid for, reimbursed, indemnified or insured by a third party (solely to the extent actually paid or reimbursed within 365 days after the end of such period) for such period, (x) minority interest expense for such period, (xi) the amount of costs incurred related to implementation of operational and reporting systems and technology initiatives for such period, (xii) letter of credit fees, (xiii) net increases (decreases) in deferred revenue liabilities (including the current portion thereof), (xiv) charges relating to earn-out obligations incurred in connection with any Permitted Acquisition to the extent permitted to be incurred under this Agreement and which earn-out obligation is required by the application of Financial Accounting Standard No. 141 (as the same may be revised by the Financial Accounting Standards Board) to be, and are, expensed by the Parent and its Consolidated Subsidiaries, (xv) losses arising from fluctuations in foreign currency exchange rates for such period, (xvi) any non-cash increase in expenses (x) resulting from the revaluation of inventory (including any impact of changes to inventory valuation policy methods including changes in capitalization of variances) or other inventory adjustments, or any other acquisition for such period or (y) due to purchase accounting for such period, (xvii) ordinary course board of director fees and expenses not to exceed $600,000 in any fiscal year, and (xviii) losses from the sale, exchange, transfer or other disposition of Property not in the ordinary course of business of Parent and any of its Consolidated Subsidiaries and related tax effects from such losses as determined in accordance with GAAP; provided, however, that amounts paid in cash and added back pursuant to clauses (iv), (vi), (vii), (viii), (ix), and (xi) hereof shall in the aggregate not exceed 10.0% of EBITDA (for the Parent and its Consolidated other Person (other than a Credit Party, the Administrative Agent and the Lenders) owns or claims any legal or beneficial interest therein, including any participation interest or owns any assignment thereof and in the case of any Bank Partner Receivable, a Bank Program Participation Interest with respect to such Bank Partner Receivable shall be 100% owned by Borrower and no other Person (other than a Credit Party, the Administrative Agent and the Lenders) owns or claims any legal or beneficial interest therein, including any participation interest or owns any assignment thereof;

(p)

other than with respect to any Bank Partner Receivables, if such Receivable is acquired by an acquisition, purchase, or similar transaction or agreement, the aggregate number of all such Receivables so acquired shall not exceed 12.50% of all Eligible Accounts, and each such Receivable must not be materially different than the pool of Receivables underwritten by the Administrative Agent (and the Administrative Agent reserves its right to reduce the advance rate with respect to such pool of Receivables);

(q)

such Receivable or Bank Partner Receivable, as applicable, shall not have an original term to maturity of greater than 61 months;

(r)

neither the account debtor in respect of any Receivable or Bank Partner Receivables, as applicable, nor any guarantor thereof is a Sanctioned Person or located, organized or resident in any Sanctioned Entity;

(s)

such Receivable or Bank Partner Receivable, as applicable, has not entered “non-accrual” status;

(t)

such Receivable or Bank Partner Receivable, as applicable, is not owed by any Governmental Authority, whether foreign or domestic;

(u)

such Receivable or Bank Partner Receivable, as applicable, is denominated in Dollars;

(v)

the account debtor with respect to such Receivable or Bank Partner Receivable, as applicable, is not a “foreign person” within the meaning of Section 1445 and 7701 of the Code or the rules and regulations promulgated thereunder; provided, that, for the avoidance of doubt it is agreed and understood that United States military employees and personnel living, working or deployed abroad shall not be excluded by application of this clause (v) except to the extent the aggregate amount of Receivables and Bank Partner Receivable pursuant to this proviso to clause (v) exceeds2.0% of all Eligible Accounts, in which case all such Receivables or Bank Partner Receivable over2.0% shall be excluded;

(w)

such Receivable or Bank Partner Receivable, as applicable, is subject to a duly perfected first-priority (subject to Permitted Liens) security interest in the Administrative Agent’s favor and is not subject to a priority Lien (other than Permitted Liens) in favor of any Person other than the Administrative Agent;

(x)

no portion of the Receivable or Bank Partner Receivable, as applicable, has been restructured, extended, amended or modified other than in the ordinary course of the Borrowers’ business for bona fide business reasons or in a manner which is not adverse to the interests of the Lenders;

(y)

such Receivable or Bank Partner Receivable, as applicable, has not been sold to or otherwise disposed with respect to a Permitted Receivables Financing; and “Extension Date” shall have the meaning set forth in Section 2.21.

“Extension of Credit” shall mean the making or extension of a Loan, any conversion of a Loan from one type to another type, any extension of any Loan or the issuance, extension or renewal of, or participation in, a Swingline Loan or the issuance, amendment, extension or renewal of any Letter of Credit.

“Extended Revolving Commitments” shall have the meaning set forth in Section 2.21.

“Extended Revolving Loans” shall have the meaning set forth in Section 2.21.

“Extension Series” means all Extended Revolving Commitments that are established pursuant to the same Extension Agreement (or any subsequent Extension Agreement to the extent such Extension Agreement expressly provides that Extended Revolving Commitments provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins, extension fees, if any, and amortization schedule.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any regulations with respect thereto or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1.0%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent; provided that in no event shall the Federal Funds Rate be less than 0.00%.

“Fee Letter” shall mean that certain fee letter dated as of October 19, 2023 and that certain fee letter dated as of the Third Amendment Effective Date between the Borrower Representative and the Administrative Agent, as the same may be amended, modified or supplemented from time to time.

“Financial Covenants” shall have the meaning set forth in Section 7.3.

“Fixed Charge Coverage Ratio” shall mean, as of any date of determination, the ratio of (a) the sum of (i) Adjusted EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements have been made available (or were required to be made available) pursuant to this Agreement minus (ii) cash payments of income taxes (excluding income tax refunds) for such period (excluding taxes relating to income excluded from the calculation of EBITDA and taxes for which the Parent or any of its Consolidated Subsidiaries are entitled to indemnification or received a purchase price reduction in connection with an Acquisition) minus (iii) capital expenditures made in cash during such period (to the extent such capital expenditures (A) are not financed with (x) proceeds of Indebtedness (other than Revolving Loans) or an issuance of Capital Stock or (y) cash proceeds from Dispositions that are reinvested as permitted hereunder) or (B) are not made to fund the purchase price for assets acquired in Acquisitions (including Permitted Acquisitions) to (b) the sum of (i) cash Interest Expense payable during such period for such period (excluding any interest payments in connection with any Permitted Receivables Financing or any other securitization or receivables facilities, plus (ii) all scheduled amortization payments (as any such schedule may be reduced by the application of prepayments)

“Hedging Agreements” shall mean, with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection agreements, commodity purchase or option agreements or other interest or exchange rate hedging agreements.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose contribution to Adjusted EBITDA individually is less than 5.0% of Adjusted EBITDA and whose contribution to Adjusted EBITDA in the aggregate with the contribution to Adjusted EBITDA of all other Restricted Subsidiaries constituting Immaterial Subsidiaries, in each case, as measured as of the last day of the fiscal quarter of Parent most recently ended for which financial statements have been delivered, equals or is less than 10.0% of Adjusted EBITDA.

“Impacted Lender” shall mean, subject to Section 2.20(b), any Lender that, as determined by the Administrative Agent (with notice to the Borrowers of such determination), has, or has a direct or indirect parent company that has, (a) become the subject of a proceeding under any Debtor Relief Law, or (b) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be an Impacted Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“Incremental Increase Amount” shall have the meaning set forth in Section 2.19(a).

“Incremental Revolving Loans” shall have the meaning set forth in Section 2.19(a).

“Indebtedness” shall mean, as to any Person at a particular time, all of the following:

(a)

all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)

any direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, surety bonds and similar instruments;

(c)

net obligations under any Hedging Agreement in an amount equal to the unpaid Termination Value thereof assuming the Hedging Agreement was terminated on the applicable date of measurement;

(d)

whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of Property or services, and Indebtedness (excluding prepaid interest thereon) secured by a Lien on Property owned or being purchased by such Person (including Indebtedness arising under conditional sales or other title retention agreements), whether or not such Indebtedness shall have been assumed by such Person or is limited in recourse;

(e)

accrued obligations in respect of earnout or similar payments that are immediately payable in cash or which could be immediately payable in cash at the seller’s or obligee’s option;

(f)

Capital Lease and Synthetic Lease Obligations; financing statement).

“Limited Condition Acquisition” means any Permitted Acquisition that a Credit Party or one or more of the Restricted Subsidiaries has contractually committed to consummate, the terms of which do not condition such Credit Party’s or such Restricted Subsidiary’s, as applicable, obligation to close such Permitted Acquisition on the availability of, or on obtaining, third-party financing.

“Limited Condition Transaction” means any Limited Condition Acquisition or other Specified Transaction that a Credit Party or one or more of the Restricted Subsidiaries has contractually committed to consummate, the terms of which do not condition such Credit Party’s or such Restricted Subsidiary’s, as applicable, obligation to close such transaction on the availability of, or on obtaining, third-party financing.

“Liquidity” means, at any time, the sum of (i) Availability plus (ii) Unrestricted Cash (subject to a Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and Cash Equivalents, in each case, at such time.

“Loan” shall mean a Revolving Loan and/or a Swingline Loan, as appropriate, whether outstanding as a Base Rate Loan or SOFR Loan or otherwise, each of which is a “type” of Loan hereunder.

“Mandatory Swingline Borrowing” shall have the meaning set forth in Section 2.2(b)(ii).

“Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

“Master Reaffirmation” means the master reaffirmation of collateral documents, dated as of the date hereof, by the Borrowers, the Guarantors party thereto and the Administrative Agent, as the same may be amended, modified or supplemented from time to time.

“Material Adverse Effect” shall mean a material adverse effect on (i) the business, assets, liabilities, financial condition, operations or results of operations, in each case, of the Credit Parties and their Restricted Subsidiaries, taken as a whole, (ii) (A) the remedies (taken as a whole) of the Administrative Agent under the Credit Documents, or (B) the enforceability or priority of the Administrative Agent’s Liens with respect to all or a material portion of the Collateral, or (iii) the ability of the Credit Parties (taken as a whole) to perform their payment obligations under the Credit Documents.

“Materials of Environmental Concern” shall mean any gasoline or petroleum (including crude oil or any extraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, perchlorate, polychlorinated biphenyls and urea-formaldehyde insulation.

“Material Intellectual Property” means any intellectual property owned by the Credit Parties that is material to the business of the Credit Parties, taken as a whole.

“Maturity Date” shall mean August 28, 2029.

“Maximum Revolver Amount” means, as of the Third Amendment Effective Date, $825,000,000, as such aggregate maximum amount may be increased from time to time as provided in Section 2.19 or reduced from time to time as provided in Section 2.5.

“Minimum Collateral Amount” shall mean, at any time, with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate LC Exposure during the existence of a Defaulting Lender, an amount equal to 102% of the LC Exposure of the LC Issuer with respect to Letters of Credit issued and outstanding at such time.

“More Restrictive Covenant” shall mean, with respect to any Additional Notes or Subordinated Debt, any covenant or similar restriction or events of default applicable to the Credit Parties or any Restricted Subsidiary (regardless of whether such provision is labeled or otherwise characterized as a covenant), the subject matter of which is similar to the covenants or events of default set forth in Article V or Article VI or Article VII, respectively of this Agreement or related to definitions in Article I of this Agreement, but which contains one or more percentages, ratios, amounts or formulas that is more restrictive than those set forth herein or more beneficial to the holder or holders of the Indebtedness created or evidenced by the document in which such covenant or similar restriction is contained than to the Lenders hereunder; provided, that, if the Credit Documents are amended in accordance with Section 9.1 to add such covenant, similar restriction or event of default for the benefit of the Lenders, then such covenant, similar restriction or event of default shall no longer constitute a More Restrictive Covenant.

“Multiemployer Plan” shall mean a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Negative Pledge” shall mean any agreement, contract or other arrangement whereby any Borrower or any of its Restricted Subsidiaries is prohibited from, or would otherwise be in default as a result of, creating, assuming, incurring or suffering to exist, directly or indirectly, any Lien on any of its assets.

“Net Income” shall mean, with respect to any period, the net income or loss of the Parent and its Consolidated Subsidiaries for such period, determined in accordance with GAAP; provided that there shall be excluded from such calculation the income or loss of any Person (other than a Consolidated Subsidiary) of which the Parent or any Subsidiary owns Capital Stock, except to the extent of the amount of dividends or other distributions actually paid to the Parent or any of the Consolidated Subsidiaries during such period.

“Net Income Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any Credit Document, (a) any Taxes imposed on or measured by such recipient’s net income (however denominated), franchise Taxes, and branch profits Taxes, in each case (i) imposed as a result of such recipient’s being organized in, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes.

“Non-Defaulting Lender” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” or “Notes” shall mean the Revolving Loan Notes and/or the Swingline Loan Note, collectively, separately or individually, as appropriate, as any such Note may be, increased, restated, supplemented or modified from time to time and shall include all notes issued in exchange or substitution for each such Note.

“Notice of Borrowing” shall mean a request for a Borrowing of Revolving Loan pursuant to Section 2.1(b)(i) or a request for a Borrowing of Swingline Loan pursuant to Section 2.2(b)(i), as appropriate. A form of Notice of Borrowing is attached as Exhibit 1.1(e)(i).

“Notice of Continuation/Conversion” shall mean a request for the conversion of a Base Rate Loan periods or extensions.

“Required Lenders” shall mean, as of any date of determination, Lenders holding at least a majority of (a) the outstanding Revolving Commitments or (b) if the Revolving Commitments have been terminated, the outstanding Loans and Participation Interests; provided, however, that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Lenders, Obligations (including Participation Interests) owing to such Defaulting Lender and such Defaulting Lender’s Commitments; provided, further, so long as there are three (3) non-Affiliated Lenders or more, that Required Lenders must include at least two (2) Lenders.

“Reserves” shall mean, the establishment or increase or decrease of any reserve against the Borrowing Base and the Maximum Revolver Amount, shall be limited to such reserves against the Borrowing Base and the Maximum Revolver Amount as the Administrative Agent from time to time determines in its Permitted Discretion (including but not limited to a minimum rent reserve equal to 3 month’s rent in the event a landlord waiver is not obtained over any chief executive office of Parent where tangible books and records pertaining to the Collateral are held); provided, however, that notwithstanding anything to the contrary herein (i) the amount of any such reserve or change shall have a reasonable relationship to the event, condition or other matters that are the basis for such reserve or such change, (ii) no reserve or change shall be duplicative of any reserve or change already accounted for through eligibility criteria, (iii) the implementation of any reserve resulting in an overadvance that, if left unremedied, shall not be deemed to cause a default or an Event of Default until three (3) Business Days thereafter, and (iv) the Lenders and the Administrative Agent agree that to the extent that the Borrowing Base, on any date of determination exceeds the Maximum Revolver Amount, the Reserves will not apply to the Maximum Revolver Amount and shall only be applied against the Borrowing Base, as opposed to the Maximum Revolver Amount.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” shall mean, for any Credit Party, the chief executive officer, the president, the chief financial officer, the senior vice president of finance or the vice president/treasurer of such Credit Party and any additional responsible officer that is designated as such to the Administrative Agent.

“Restricted Payment” shall mean, collectively, (a) Dividends, and (b) any payment or prepayment of principal, interest, premium or penalty on any Subordinated Debt, Senior Notes or Additional Notes or any defeasance, redemption, purchase, repurchase or other acquisition or retirement for value, in whole or in part, of any Subordinated Debt, Senior Notes or Additional Notes (including, without limitation, the setting aside of assets or the deposit of funds therefor).

“Restricted Subsidiary” means any Subsidiary of the Parent that is not an Unrestricted Subsidiary.

“Revolving Commitment” shall mean, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans in an aggregate principal Dollar amount at any time outstanding up to an amount equal to such Revolving Lender’s Revolving Commitment Percentage of its Revolving Commitment identified as its Revolving Commitment on Schedule 2.1(a) (which may be increased from time to time pursuant to Section 2.19). As of the Third Amendment Effective Date, the Revolving Commitment is $825,000,000.

“Revolving Commitment Percentage” shall mean, for each Revolving Lender, the percentage identified as its Revolving Commitment Percentage on Schedule 2.1(a) or in the Register, as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(b).

“Revolving Committed Amount” means the least of: (w) the Maximum Revolver Amount, (x) the aggregate Revolving Commitments, (y) the Borrowing Base and (z) the Revolving Line Cap.

“Revolving Credit Outstandings” means the sum of (a) with respect to Revolving Loans and Swingline Loans on any date, the aggregate outstanding principal Dollar amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Loans and Swingline Loans, as the case may be and (b) the LC Exposure, in each case occurring on such date.

“Revolving Exposure” means, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s LC Exposure and Swingline Loans.

“Revolving Extension Request” shall have the meaning set forth in Section 2.21(a).

“Revolving Facility” shall have the meaning set forth in Section 2.1(a).

“Revolving Facility Increase” shall have the meaning set forth in Section 2.19(a).

“Revolving Lenders” shall mean any Lender.

“Revolving Line Cap” shall mean the maximum principal amount permitted to be incurred under this Agreement pursuant to the terms of any Senior Notes Indenture.

“Revolving Loans” is defined in Section 2.1(a), and, as so defined, includes a Base Rate Loan or a SOFR Loan, each of which is a “type” of Revolving Loan hereunder.

“Sanctioned Entity” shall mean (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a person or entity resident in or determined to be resident in a country, that is subject to a country sanctions program administered and enforced by OFAC.

“Sanctioned Person” shall mean a person named on the list of Specially Designated Nationals maintained by OFAC or an entity that is 50.0% or more owned by any such person.

“SEC” shall mean the Securities and Exchange Commission or any successor Governmental Authority.

“Securitization Subsidiary” shall mean a direct or indirect Subsidiary of the Parent:

(1)

that does not engage in, and whose charter, limited liability company agreement, operating agreement, or similar governing document prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

(2)

no portion of the Indebtedness or any other obligation, contingent or otherwise, of which:

(A)

is guaranteed by the Borrowers or any Restricted Subsidiary (other than a Securitization Subsidiary), is recourse to or obligates the Borrowers or any Restricted Subsidiary (other than a Securitization Subsidiary), in any way, or

(B)

(C)

subjects any property or asset of a Borrower or any Restricted Subsidiary (other than a Securitization Subsidiary) of the Borrowers, directly or indirectly, contingently or otherwise, to the satisfaction thereof, and

(3)

with respect to which neither the Borrowers nor any Restricted Subsidiary (other than a Securitization Subsidiary) has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results,

other than, in respect of clause (2) and (3), pursuant to (x) customary representations, warranties, covenants and indemnities concerning the Permitted Securitization Assets entered into in connection with a Permitted Receivables Financing, including guarantees and indemnities by a Borrower or any Restricted Subsidiary related to the breach or performance of representations, warranties, covenants and indemnities by a Securitization Subsidiary and (y) services performed or to be performed by a Borrower or any Restricted Subsidiary with respect to such Permitted Receivables Financing (the foregoing clauses (x) and (y), the “Standard Securitization Undertakings”).

“Security Agreement” means the security agreement, dated as of the date hereof, by the Borrowers, the Guarantors party thereto and the Administrative Agent, as the same may be amended, modified or supplemented from time to time.

“Security Agreement Supplement” shall have the meaning set forth in the Security Agreement.

“Senior Notes” shall mean the senior notes issued pursuant to each Senior Notes Indenture.

“Senior Notes Documents” shall mean, collectively, each Senior Notes Indenture, any offering memorandum executed in connection therewith, and all other agreements, instruments and other documents setting forth the terms of the Senior Notes.

“Senior Notes Indenture” shall mean each of (a) that certain Indenture for 11.250% Senior Notes due 2028, dated as of December 6, 2023 (as amended, restated, supplemented or as otherwise modified from time to time) by and among Parent, certain of Parent’s subsidiaries as guarantors from time to time and Computershare Trust Company, N.A., as trustee and (b) that certain Indenture for9.125% Senior Notes due2029, dated as ofAugust12,2024 (as amended, restated, supplemented or as otherwise modified from time to time), by and among Parent, certain of Parent’s subsidiaries as guarantors from time to time and Computershare Trust Company, N.A., as trustee.

“Single Employer Plan” shall mean any Plan that is not a Multiemployer Plan.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York) or a successor administrator of the secured overnight financing rate).

“SOFR Loan” means a Loan bearing interest based on Term SOFR, other than pursuant to clause (c) of the definition of “Base Rate.”

“Solvent” shall mean, with respect to any Person, that the fair value of the assets of such Person (both at fair valuation and at present fair saleable value on a going concern basis) is, on the date of company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person.

Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent.

“Sustainability Coordinator” means Bank of Montreal, in its capacity as Sustainability Coordinator hereunder or any successor thereto appointed with the consent of the Borrower Representative.

“Swap Obligations” shall mean, with respect to any Guarantor, an obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of § 1a(47) of the Commodity Exchange Act.

“Swingline Commitment” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding up to the Swingline Committed Amount, and the commitment of the Revolving Lenders to purchase participation interests in the Swingline Loans as provided in Section 2.2(b)(ii), as such amounts may be reduced from time to time in accordance with the provisions hereof.

“Swingline Committed Amount” shall mean $10,000,000.

“Swingline Exposure” shall mean, with respect to any Revolving Lender, an amount equal to the Applicable Percentage of such Revolving Lender multiplied by the principal amount of outstanding Swingline Loans.

“Swingline Lender” shall mean Bank of Montreal and any successor swingline lender.

“Swingline Lender’s Quoted Rate” is defined in Section 2.2(d).

“Swingline Loan” shall have the meaning set forth in Section 2.2(a).

“Swingline Loan Note” shall mean the promissory note, if any, of the Borrowers in favor of the Swingline Lender evidencing the Swingline Loans provided pursuant to Section 2.2(e), as such promissory note may be amended, modified, extended, restated, replaced, or supplemented from time to time.

“Synthetic Lease Obligation” shall mean the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of Property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the Indebtedness of such Person (without regard to accounting treatment).

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholdings), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means

(a) forany calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to

the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day,

(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day,as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day; and

(c) if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the per annum forward-looking term rate based on SOFR.

“Termination Value” shall mean, in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, for any date on or after the date such Hedging Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s).

“Third Amendment” means that certain Third Amendment to Amended and Restated Credit Agreement and Joinder, dated as of August 28, 2025, by and among the Credit Parties, the Lenders and the Administrative Agent.

“Third Amendment Effective Date” means the date upon which the Third Amendment becomes effective pursuant to its terms.

“Transactions” shall mean (i) the closing of this Agreement and the other Credit Documents and the other transactions contemplated hereby and pursuant to the other Credit Documents, (ii) the initial borrowings under the Credit Documents, and (iii) the payment of fees, costs and expenses in connection with all of the foregoing).

“UCC” shall mean the Uniform Commercial Code from time to time in effect in any applicable counsel or experts.

(g)

Disbursement Procedures. The LC Issuer shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The LC Issuer shall promptly give written notice to the Administrative Agent and the Borrowers of such demand for payment and whether the LC Issuer has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve any Borrower of its Reimbursement Obligation to the LC Issuer and the Revolving Lenders with respect to any such LC Disbursement (other than with respect to the timing of such Reimbursement Obligation set forth in Section 2.3(e)(i).

(h)

Interim Interest. If the LC Issuer shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date specified in Section 2.3(e), the unpaid amount thereof shall bear interest payable on demand, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the Default Rate. Interest accrued pursuant to this Section 2.3(h) shall be for the account of the LC Issuer, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.3(e) to reimburse the LC Issuer shall be for the account of such Lender to the extent of such payment.

(i)

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrowers receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than50.0% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this Section 2.3(i), the Borrowers shall deposit in the LC Account, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash equal to 102% of the LC Exposure as of such date plus any accrued and unpaid interest and fees thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of a Bankruptcy Event. Funds in the LC Account shall be applied by the Administrative Agent to reimburse the LC Issuer for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of outstanding Reimbursement Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrowers within five Business Days after all Events of Default have been cured or waived.

(j)

Additional LC Issuers. The Borrower Representative may, at any time and from time to time, designate one or more additional Revolving Lenders to act as an LC Issuer under the terms of this Agreement, with the consent of each of the Administrative Agent (which consent shall not be unreasonably withheld), the LC Issuer (which consent shall not be unreasonably withheld) and such Revolving Lender(s). Any Revolving Lender designated as an LC Issuer pursuant to this Section 2.3(j) shall be deemed (in addition to being a Revolving Lender) to be the LC Issuer with respect to Letters of Credit issued or to be issued by such Revolving Lender, and all references herein and in the other Credit Documents to the term “LC Issuer” shall, with respect to such Letters of Credit, be deemed to refer to such Revolving Lender in its capacity as LC Issuer, as the context shall require.

(k)

Reporting. Each LC Issuer will report in writing to the Administrative Agent (i) on the first Business Day of each calendar month, the aggregate face amount of Letters of Credit issued by it and outstanding as of the last Business Day of the preceding calendar month (and on such other dates as the Administrative Agent may request), (ii) on or prior to each Business Day on which such LC Issuer expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance or amendment, and the aggregate face amount of Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and such LC Issuer shall the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s customary fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder.

Accrued Standby Letter of Credit Fees shall be payable in arrears on the last Business Day of each fiscal quarter, commencing on the first such date to occur after the Closing Date, and on the date on which the Revolving Commitments terminate. Accrued Fronting Fees shall be payable in arrears on the last Business Day of each month, commencing on the first such date to occur after the Closing Date, and on the date on which the Revolving Commitments terminate. Any Fronting Fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any LC Issuer pursuant to this Section 2.4(c) shall be payable within five Business Days after demand therefor. All Fronting Fees and Standby Letter of Credit Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Section 2.5. Commitment Terminations or Reductions.

(a) Voluntary Terminations or Reductions. (i) The Borrowers shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the aggregate Revolving Credit Outstandings shall exceed the aggregate Revolving Committed Amount, as reduced; provided, further, that, any notice of termination or reduction may state that such notice is conditioned upon the consummation of a refinancing whereby all of the Obligations shall be paid in full or other transaction, in which case such notice may be revoked by the Borrower Representative (by written notice to Administrative Agent on or prior to the date of termination or reduction stated in the termination or reduction notice) if such condition is not satisfied.

(ii) Early Termination Fee: If the Borrowers shall voluntarily repay in full and terminate the Revolving Facility and all Revolving Commitments, it shall pay an early termination fee (the “Early Termination Fee”) equal to (x) (a) if such voluntary repayment and termination occurs after the Closing Date but on or prior to the first anniversary of the Closing Date,2.0% of the Maximum Revolver Amount, (b) if such voluntary repayment and termination occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date,1.0% of the Maximum Revolver Amount and (c) if such voluntary repayment and termination occurs after the second anniversary of the Closing Date,0.0% of the Maximum Revolver Amount. Notwithstanding anything herein to the contrary, if the Parent or any of its Affiliates elects to increase the Revolving Commitments pursuant to Section 2.19 (and all conditions thereof would have been satisfied) and the Lenders elect not to participate in such Revolving Facility Increase, the Parent may then elect to repay in full and terminate the Revolving Facility and all Revolving Commitments, and provided that the new loan facility replacing the Revolving Facility has a commitment of at least 110% of the Maximum Revolver Amount and is on the same or better terms than the Revolving Facility (as reasonably determined by the Administrative Agent), then and only in such event, the Borrowers shall pay50.0% of the then applicable Early Termination Fee (if any). For the avoidance of doubt, it is understood and agreed that Loans which are prepaid without a permanent reduction in the Revolving Commitment shall not be subject to any prepayment premium (including the Early Termination Fee).

(b) Letter of Credit Sublimit. If the Revolving Committed Amount is reduced below the then

any Interest Period for any SOFR Loan:

(a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or

(b) the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent,

then the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue SOFR Loans shall be suspended (to the extent of the affected SOFR Loans and, in the case of a SOFR Loan, the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans and, in the case of a SOFR Loans, the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans immediately or, in the case of a SOFR Loans, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to Section 2.9

Section 2.17. Discretion of Lender as to Manner of Funding. Notwithstanding any other provision of this Agreement, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder with respect to SOFR Loans shall be made as if each Lender had actually funded and maintained each SOFR Loan through the purchase of deposits in the interbank SOFR market having a maturity corresponding to such Loan’s Interest Period, and bearing an interest rate equal to Term SOFR for such Interest Period.

Section 2.18. Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.13, or requires the Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant toSection 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (A) would eliminate or reduce amounts payable pursuant to Section 2.13 orSection 2.15, as the case may be, in the future and (B) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If (A) any Lender requests compensation under Section 2.13 or 2.15, (B) the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12 or 2.15 (and, in the case of clauses (A) and (B), the Lender has declined or is unable to designate a different lending office in accordance with Section 2.18(a)), (C) any Lender becomes a Defaulting Lender or (D) any Lender fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof or of any other Credit Document that requires the unanimous approval of all of the

Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 9.1, so long as the consent of the Required Lenders or such other required class of Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13 or Section 2.15) and obligations under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i)

the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.6;

(ii)

such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

(iii)

in the case of any such assignment resulting from a claim for compensation under Section2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)

such assignment does not conflict with applicable law; and

(v)

if any Lender fails to execute such assignment in accordance with the terms hereof within 5 days of request therefor by any Borrower, such Lender shall be deemed to have executed such assignment and assigned its Loans and Revolving Commitments hereunder to the applicable Eligible Assignee and such assignment shall be recorded in the Register and any Notes held by such Lender shall be deemed to be canceled upon the effectiveness of such assignment and payment in full at par all Revolving Loans owed to such assigning Lender, together with accrued and unpaid interest and fees and Cash Collateralizing such Lender’s pro rata share of all outstanding LC Obligations at such time.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Section 2.19. Revolving Facility Increases.

(a) General Terms. Subject to the terms and conditions set forth herein, the Borrowers may request, at any time after theThird Amendment Effective Date and from time to time until the Maturity Date, to increase the Revolving Committed Amount (each such increase, a “Revolving Facility Increase” and the loans permitted to be drawn under such Revolving Facility Increase, “Incremental Revolving Loans”) by an aggregate principal amount not to exceed $200,000,000 (the “Incremental Increase Amount”) which shall be subject to the approval of each Lender in its sole discretion.

(b) Terms and Conditions. The following terms and conditions shall apply to any Revolving Facility Increase: (A) no Default or Event of Default shall exist immediately prior to or after giving effect to such Revolving Facility Increase; provided that, in connection with a Limited Condition Acquisition, at the election of any Borrower, this condition shall be limited to (x) at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or result therefrom, and (y) upon the effectiveness of the Revolving Facility Increase and making of any Incremental Revolving Loans on the applicable closing date of such Limited Condition Acquisition, no Payment Event of Default or Bankruptcy Event shall have occurred and be continuing or shall occur as a result thereof, (B) any loans made pursuant to a Revolving Facility Increase shall constitute Obligations and will be guaranteed with the other Obligations on a pari passu basis, (C) any Lenders providing such Revolving Facility Increase shall be entitled to the same voting rights as the existing Lenders and shall be entitled to receive proceeds of prepayments on the same terms as the existing Revolving Lenders, (D) any such Revolving Facility Increase shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount of the Incremental Increase Amount, if less), (E) the proceeds of any such Revolving Facility Increase will be used for the purposes set forth in Section 5.12 and the terms of any Revolving Facility Increase will be the same as the terms applicable to the Revolving Facility, (F) the Borrowers shall execute a Note in favor of any new Lender or any existing Lender whose Revolving Commitment is increased pursuant to this Section, in each case, if requested by such Lender, (G) in connection with any incurrence of Incremental Revolving Loans, or establishment of a Revolving Facility Increase, to the extent requested by the Persons holding the applicable Incremental Revolving Loans, the representations and warranties in Article III of this Agreement shall be true and correct in all material respects (without replication of any materiality qualifier) on and as of the date of the incurrence of such Incremental Revolving Loans (although any representations or warranties which expressly relate to a given date or period shall be required only to be true and correct in all material respects (without replication of any materiality qualifier) as of the respective date or for the respective period (provided that in the case of any Incremental Revolving Loans incurred to finance a Limited Condition Acquisition, this condition may be satisfied so long as the Specified Representations and Specified Acquisition Agreement Representations are true and correct in all material respects on the closing date thereof), (H) the other terms and documentation in respect of any Revolving Facility Increase, to the extent not consistent with the Revolving Loans, will be reasonably satisfactory to the Administrative Agent and the Borrowers, (I) the Administrative Agent shall have received (1) upon request of the Administrative Agent, an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and substantially similar to the opinion delivered to the Administrative Agent on the Closing Date, (2) any authorizing corporate documents as the Administrative Agent may reasonably request and (3) if applicable, a duly executed Notice of Borrowing, (J) the maturity date of any Revolving Facility Increase shall be no earlier than the Maturity Date, and shall bear interest at the rate applicable to the Revolving Loans, and (K) the Administrative Agent shall have received from the Borrowers updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Revolving Facility Increase and any borrowings thereunder on the closing date for such Revolving Facility Increase on a Pro Forma Basis, the Credit Parties will be in compliance with the Financial Covenants; provided that, in connection with a Limited Condition Acquisition, at the election of any Borrower, this condition shall solely be tested at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition. None of the Swingline Committed Amount or the Letter of Credit Sublimit shall be increased in connection with any Revolving Facility Increase.

(c) Reallocation of Revolving Loans. In connection with the closing of any Revolving Facility Increase, the outstanding Revolving Loans and Participation Interests shall be reallocated by causing such fundings and repayments among the Lenders of Revolving Loans as necessary such that, after giving effect to such Revolving Facility Increase, each Lender will hold Revolving Loans and Participation Interests based on its Revolving Commitment Percentage (after giving effect to such Revolving Facility Increase).

(c) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Revolving Commitment is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraph (a) above (an “Extension Date”), in the case of the Existing Revolving Commitments of each Extending Lender under any Specified Existing Revolving Commitment Class, the aggregate principal amount of such Existing Revolving Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Revolving Commitments so converted or exchanged by such Lender on such date (plus any fees, expenses, costs, taxes, premiums or discounts associated therewith), and such Extended Revolving Commitments shall be established as a separate class of Revolving Commitments from the Specified Existing Revolving Commitment Class and from any other Existing Revolving Commitments (together with any other Extended Revolving Commitments so established on such date) and (B) if, on any Extension Date, any Existing Revolving Loans of any Extending Lender are outstanding under the Specified Existing Revolving Commitment Class, such Existing Revolving Loans (and any related participations) shall be deemed to be converted or exchanged to Extended Revolving Loans (and related participations) in the same proportion as, and solely to the extent of, such Extending Lender’s Specified Existing Revolving Commitment Class to Extended Revolving Commitments.

(d) In the event that the Administrative Agent determines in its sole discretion that the allocation of the Extended Revolving Commitments of a given Extension Series, in each case to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Revolving Extension Request timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Agreement, then the Administrative Agent, the Borrowers and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Credit Documents (each, a “Corrective Extension Agreement”) within 15 days following the effective date of such Extension Agreement, as the case may be, which Corrective Extension Agreement shall (i) provide for the conversion or exchange and extension of the Existing Revolving Commitments or Extended Revolving Commitments, as the case may be, in such amount as is required to cause such Lender to hold Extended Revolving Commitments (and related revolving credit exposure) of the applicable Extension Series into which such other commitments were initially converted or exchanged, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Agreement, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrowers and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Agreement described in Section 2.21(b) and any repayments or prepayments required thereby, if any), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in Section 2.21(b).

ARTICLE III REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the other Lenders to enter into this Agreement and the other Credit Documents, and to make the Extensions of Credit herein provided for, the Credit Parties hereby represent and warrant to the Administrative Agent and to each Lender, which representations and warranties shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Extension of Credit made thereafter, as though made on and as of the date of such Extension of Credit (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date) (provided that in the case of any Extension of Credit incurred to finance a Limited Condition Acquisition, this condition may be satisfied so long as the Specified Representations and customary Specified Acquisition Agreement Representations are true and correct in all material respects on the closing date thereof) and such representations and warranties shall survive the execution and delivery of this Agreement and the other Credit Documents:

Section 3.1. Existence, Qualification and Power; Compliance with Laws.

Each Credit Party (a) is a corporation, limited partnership, partnership, limited liability partnership, limited liability limited partnership or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all governmental licenses, authorizations, consents and approvals necessary to (i) own its assets, carry on its business and (ii) execute, deliver, and perform its obligations under the Credit Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license and (d) is in compliance with all Laws and the application Except as disclosed on Schedule 3.6, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Credit Party, threatened (in writing) or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Credit Party or any of its Restricted Subsidiaries or against any of their properties or revenues which (a) purport to materially adversely affect this Agreement or any other Credit Document, or any of the transactions contemplated hereby, or (b) individually or collectively, could reasonably be expected to have a Material Adverse Effect.

Section 3.6. Litigation.

Section 3.7. Ownership of Property; Liens.

(a) Each Credit Party and each Restricted Subsidiary has: (i) good, sufficient, and legal title to all real Property; (ii) valid leasehold interests in all leasehold interests in real or personal Property; and (iii) good and marketable title to all other personal Property, in each case necessary in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, have a Material Adverse Effect.

(b) Set forth on Schedule 3.7(b) hereto is a complete and accurate list of all real Property owned by any Credit Party or any of its Subsidiaries as of theThird Amendment Effective Date, showing as of the date hereof the street address, jurisdiction and record owner.

(c) None of the Property of any Credit Party or any Restricted Subsidiary is subject to any Lien other than Permitted Liens. The Security Agreement is effective to create a valid and enforceable Lien on the Collateral in favor of the Administrative Agent, which Lien on the Collateral is perfected by the filings and other perfection requirements required thereby.

Section 3.8. Environmental Compliance.

The Credit Parties and their Restricted Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws to the extent they are applicable to the business and properties of the Credit Parties and their Restricted Subsidiaries and related claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrowers have reasonably concluded that such Environmental Laws and claims would not, individually or in the aggregate, have a Material Adverse Effect.

Section 3.9. Taxes.

Each of the Credit Parties and its Subsidiaries has filed, or caused to be filed, all material Tax returns required to be filed and paid (a) all material amounts of Taxes shown thereon to be due (including interest and penalties) and (b) all other material amounts of Taxes, fees, assessments and other governmental charges (including mortgage recording Taxes, documentary stamp Taxes and intangibles Taxes) owing by it, except for such Taxes that are being contested in good faith and by proper proceedings, and against which reserves are being maintained in accordance with GAAP. No Credit Party and none of their Subsidiaries are aware of any Tax deficiencies or unpaid Tax assessments that, in the aggregate, are material to the Credit Parties or their Subsidiaries, taken as a whole. There are no Liens for any material Taxes on any assets of any Credit Party or any of its Restricted Subsidiaries, other than Permitted Liens.

Section 3.10. ERISA Compliance.

No Reportable Event exists with respect to any Plan except, either individually or in the aggregate with respect to all Reportable Events, as could not reasonably be expected to have a Material Adverse Effect.

To the knowledge of any Credit Party, no Multiemployer Plan is in “endangered status” or “critical status” within the meaning of Section 432(b) of the Code except as could not reasonably be expected to have a Material Adverse Effect. Each Single Employer Plan has complied with the applicable provisions of ERISA and the Code except where failure to so comply could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred resulting in any liability that has remained underfunded which could reasonably be expected to have a Material Adverse Effect. No Lien in favor of the PBGC or a Plan exists which could reasonably be expected to have a Material Adverse Effect. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans), if any, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits so as to cause a Material Adverse Effect to exist, and no Single Employer Plan is in “at risk” status within the meaning of Code Section 430(i) so as to cause a Material Adverse Effect to exist. Neither any Credit Party nor any Commonly Controlled Entity is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan which could reasonably be expected to have a Material Adverse Effect.

Section 3.11. Capitalization and Subsidiaries.

As of the Third Amendment Effective Date, the Credit Parties have no Subsidiaries other than those specifically disclosed in Schedule 1.1 and have no equity investments on the Third Amendment Effective Date in any other corporation or entity other than those disclosed in writing to the Administrative Agent and the Lenders by or on behalf of the Credit Parties or any of their Restricted Subsidiaries on or before the Third Amendment Effective Date.

Schedule 1.1 to the Credit Agreement as in effect on the Third Amendment Effective Date sets forth (a) a true and complete listing of issued and outstanding Capital Stock and each class thereof of the Credit Parties (other than Parent) and each of its Subsidiaries, of which all of such Capital Stock is validly issued, outstanding, fully paid and non-assessable, and (other than Capital Stock issued by Parent) owned beneficially and of record by the Persons identified on Schedule 1.1 and (b) the correct legal name and type of entity of Parent and each of its Subsidiaries. All of the issued and outstanding Capital Stock owned by any Credit Party have been duly authorized and issued and are fully paid and non-assessable.

Section 3.12. Margin Regulations; Investment Company Act.

(a) No part of the proceeds of any Extension of Credit hereunder will be used directly or indirectly for any purpose that violates, or that would require any Lender to make any filings in accordance with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect.

(b) No Credit Party is required to register as an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

Section 3.13. Disclosure.

No written statement, information, report, representation, or warranty made by any Credit Party in any Credit Document or in any documents filed with the Securities and Exchange Commission or furnished to the Administrative Agent or any Lender by or on behalf of any Credit Party in connection with any Credit Document contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made and at the time at which they were made and taken as a whole and as supplemented from time to time, not materially misleading.

The information included in the Beneficial Ownership Certification, as updated in accordance with Section 5.3(vi), is true and correct in all respects

Section 3.14. Intellectual Property; Licenses, Etc.

To the knowledge of the Credit Parties, the Credit Parties and their Restricted Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without infringement, misappropriation or other violation of the intellectual property rights of any other Person, except to the extent that such failure to own or possess the right to use, or where such infringement, misappropriation, or violation, could not reasonably be expected to have a Material Adverse Effect.

Section 3.15. Solvent.

Immediately after giving effect to each of the transactions contemplated on the Third Amendment Effective Date, each of the Borrowers and their Restricted Subsidiaries are, on a Consolidated basis, Solvent.

Section 3.16. Compliance with FCPA.

To their knowledge, each of the Credit Parties and their Subsidiaries is in compliance in all material respects with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto.

Section 3.17. Anti-Money Laundering Laws.

The operations of the Credit Parties and their Subsidiaries are and have been conducted at all times in compliance in all material respects with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Credit Parties and their Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Credit Parties or any of their Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Borrowers, threatened (in writing).

Section 3.18. Compliance with OFAC Rules and Regulations.

(a) None of the Credit Parties or their Subsidiaries or their respective Affiliates is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from time to time.

(b) None of the Credit Parties or their Subsidiaries or their respective Affiliates (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has its assets located in Sanctioned Entities, or (iii) derives revenues from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. No proceeds of any Loan will be used, or have been used, directly or, to the Borrowers’ knowledge, indirectly, to fund any operations in, finance any investments or activities in or business of or with, or make any Each of the Credit Parties hereby covenants and agrees that on the Closing Date, and thereafter (a) for so long as this Agreement is in effect and (b) until the Obligations are paid in full in cash, such Credit Party shall, and shall cause each of their Restricted Subsidiaries, to:

ARTICLE III

ARTICLE V AFFIRMATIVE COVENANTS

Section 3.5.

Financial Statements.

Deliver to the Administrative Agent and the other Lenders, in form reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a) Quarterly Financial Statements. Within 45 days after the end of each of the first three (3) quarterly fiscal periods of each fiscal year of the Parent, (i) a consolidated balance sheet of the Parent and its Consolidated Subsidiaries as of the end of such fiscal period, and (ii) consolidated statements of income, retained earnings and cash flows of the Parent and its Consolidated Subsidiaries for that quarterly fiscal period and for that portion of the fiscal year then ended, in each case, setting forth in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a Responsible Officer of the Parent as fairly presenting the financial condition, results of operations and cash flows of the Parent and its Consolidated Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and

(b) Annual Financial Statements. Within 90 days after the end of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Consolidated Subsidiaries as of the close of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Parent and its Consolidated Subsidiaries, in each case, setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing or otherwise reasonably acceptable to the Administrative Agent (the “Accounting Firm”), which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualifications and exceptions not permissible under GAAP and not reasonably acceptable to the Administrative Agent (other than (i) a “going concern” qualification resulting from the impending maturity of any Indebtedness within 12 months of the relevant audit opinion or (ii) the breach or anticipated breach of any financial covenant (including the Financial Covenants) under any Indebtedness).

Section 5.2. Certificates; Other Information.

Deliver to the Administrative Agent (for distribution to the Lenders), in form reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a) Compliance Certificate. Concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and (b) hereof, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower Representative.

(b) Management Discussion and Analysis. Concurrently with the delivery of the financial statements referred to in Section 5.1(b), a copy of management’s discussion and analysis of the financial condition and results of operations of Parent and its Subsidiaries (including, for the avoidance of doubt, all Restricted Subsidiaries) for such fiscal year, as compared to the previous fiscal year, as applicable.

(c) Reports; SEC Filings; Regulatory Reports; Etc. Promptly after the same are available, (i) copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Parent, (ii) copies of all annual, regular, periodic and special reports and registration statements which the Parent may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant hereto and (iii) all material regulatory reports specifically concerning the Parent and its Restricted Subsidiaries.

(d) Projected Financial Statements. Not later than the date of delivery of the annual financial statements required by Section 5.1(b), projected annual consolidated balance sheets, and statements of income of the (i) Parent and its Subsidiaries and (ii) Parent and its Restricted Subsidiaries, in each case for the immediately succeeding fiscal year, it being understood and agreed that (A) any financial or business projections furnished by the Borrowers are subject to significant uncertainties and contingencies, which may be beyond the control of the Borrowers, (B) no assurance is given by the Borrowers that the results or forecast in any such projections will be realized and (C) the actual results may differ from the forecast results set forth in such projections and such differences may be material.

(e) Borrowing Base Certificate. On the 15th day of each calendar month of the Parent a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower Representative together with (A) (i) a summary of Eligible Accounts, by loan portfolio, as of the end of such month, including the outstanding principal balance of each of the Eligible Accounts, the outstanding interest owing on each of the Eligible Accounts, any expense owing in respect of each of the Eligible Accounts, (ii) the past due principal, interest or any other amount owing with respect to each of the Eligible Accounts, and (iii) such other information as the Administrative Agent may reasonably request from time to time in the exercise of its Permitted Discretion, and (B) solely with respect to a Borrowing Base Certificate delivered for the calendar month immediately following calendar months ending March 31, June 30, September 30, and December 31 of each year, (i) an aging and delinquency analysis for the Receivables as of such March 31, June 30, September 30 or December 31, as applicable, and (ii) a roll forward analysis as of such March 31, June 30, September 30 or December 31, as applicable. In addition, at the option of Parent, the Borrowing Base may be computed more frequently than monthly (but not more frequently than weekly).

(f) Bank Partner Program Agreements. Promptly after the occurrence thereof, the Borrower Representative shall deliver to the Administrative Agent copies of all Bank Partner Program Agreements entered into by a Bank Partner and any Credit Party, and all amendments, modifications, supplements and restatements to any Bank Partner Program Agreement to the extent any such amendment, modification, supplement or restatement is materially adverse to the Lenders.

(g) CPI Statements. Within 45 days after the end of each quarterly fiscal period of the Parent, a statement setting forth the Collateral Performance Indicator as of the end of such fiscal quarter specifying in reasonable detail as calculated on the CPI Statement, and certified by a Responsible Officer of the Parent.

(h) General Information. Promptly, such additional information regarding the business, financial or corporate affairs of the Credit Parties or any Restricted Subsidiary as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 5.1 and 5.2 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website address listed in Section 9.2; or (ii) on which such documents are posted on the Parent’s behalf on http://www.sec.gov; provided that the Parent shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Parent to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender.

Notwithstanding anything contained herein, in every instance the Parent shall be required to provide either paper or electronic copies (at the Parent’s property insurance policies covering the Collateral are to list the Administrative Agent as an additional insured (or equivalent term) for the benefit of the Lenders and all general liability insurance policies are to list the Administrative Agent as lender loss payee (or equivalent term) for the benefit of the Lenders, in each case, with standard endorsements which shall provide for not less than 30 days (or 10 days in the case of non-payment) prior written notice to the Administrative Agent of the exercise of any right of cancellation.

Section 5.8. Compliance with Laws.

Comply with all Laws and in all respects with the Investment Company Act of 1940, as amended, if required to be registered as an “investment company”, or as a company “controlled” by an “investment company”, each within the meaning of the Investment Company Act of 1940, as amended, with the requirements of all Laws applicable to it or to its business or Property except in such instances in which (i) such requirement of Law is being contested in good faith or a bona fide dispute exists with respect thereto; and (ii) the failure to comply therewith could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 5.9. Books and Records.

Maintain books, records and accounts with respect to (i) Parent and its Subsidiaries and (ii) Parent and its Restricted Subsidiaries, which, in each case, are in reasonable detail as Administrative Agent may reasonably require, accurately and fairly reflect their transactions and dispositions of their assets, and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management’s general or specific authorization and (b) transactions are recorded as necessary (i) to permit preparation of financial statements in accordance with GAAP, and (ii) to maintain accountability for assets.

Section 5.10. Inspection Rights.

(a) Subject to Section 9.14 hereof, permit representatives and independent contractors of the Administrative Agent (along with representatives of any Lender that wish to attend simultaneously) to visit and inspect any of its Properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (at which an authorized legal representative of the Borrowers shall be entitled to be present), all at the expense of the Lenders (except as set forth herein) during normal business hours upon reasonable advance notice to the Borrowers; provided that, so long as no Event of Default exists, the foregoing shall be restricted to two such visits or inspections per consecutive twelve months period, which two instances shall be at the Borrowers’ sole expense, in each case upon request of the Required Lenders or the Administrative Agent and reasonable advance notice to the Borrowers; provided, however, for so long as an Event of Default continues, the Administrative Agent (along with representatives of any Lender that wish to attend simultaneously) may do any of the foregoing at the sole expense of the Borrowers; provided, further, that, notwithstanding the foregoing, the Administrative Agent and the Lenders shall be limited to (x) one field examination (which shall include any appraisals or valuations) of, and at the expense of, the Parent and its Restricted Subsidiaries per consecutive twelve months period to the extent Availability is ten percent (10.0%) of the Maximum Revolver Amount or greater and (y) two field examinations (which shall include any appraisals or valuations) of, and at the expense of, the Parent and its Restricted Subsidiaries per consecutive twelve months period to the extent Availability is less than or equal to ten percent (10.0%) of the Maximum Revolver Amount.

Section 5.11. Compliance with ERISA.

The Borrowers shall do, and cause each of its ERISA Affiliates to do, each of the following: (a)

maintain each Single Employer Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state law and maintain each Foreign Plan in compliance in all material respects with all applicable laws; (b) preclude each Single Employer Plan which is qualified under Section 401(a) of the Code from being determined to be disqualified in any final assessment by the IRS; (c) make all required contributions to any Plan subject to Section 412 or 430 of the Code; and (d) make all contributions required under its Foreign Plans; except to the extent that failure to so comply with respect to each of clauses (a) through (d) above could not reasonably be expected to have a Material Adverse Effect.

Section 5.12. Use of Proceeds.

Use the proceeds of any Extension of Credit to finance the working capital needs and other general business purposes (including to finance new and existing Receivables, acquire portfolios, consummate Permitted Acquisitions and permitted Investments and make capital expenditures and Restricted Payments and otherwise as permitted hereunder) of the Credit Parties and their Subsidiaries only and not in contravention of any Law or of any Credit Document.

Section 5.13. Further Assurances.

(a) Additional Information. Provide such information regarding the operations, business affairs and financial condition of the Credit Parties and their Subsidiaries as the Administrative Agent or any Lender may reasonably request.

(b) Further Assurances. Upon the reasonable request of the Administrative Agent, duly execute and deliver to the Administrative Agent any and all such further instruments and documents (in form and substance reasonably satisfactory to the Borrowers) as may be reasonably necessary or advisable, in the opinion of the Administrative Agent, to further the intent of the parties as expressed in the Credit Documents and to obtain the full benefits of the Credit Documents.

(c) Unauthorized Filings. Use commercially reasonable efforts to cause any unauthorized UCC financing statement to be removed of record within not less than fifteen (15) days following written request by the Administrative Agent.

Section 5.14. Notice of Formation of Subsidiary.

Promptly upon the formation of any Res2tricted Subsidiary (other than an Excluded Subsidiary) and in any event within ten (10) days after such formation (or such longer period as agreed by Administrative Agent in its sole discretion), the Borrower Representative shall give the Administrative Agent written notice thereof. Promptly upon the consummation of any Permitted Receivables Financing, and in any event not later than the delivery of the immediately succeeding Compliance Certificate pursuant to Section 5.2(a) hereof after such consummation, the Borrower Representative shall give Administrative Agent written notice thereof and the name of any Securitization Subsidiary party to such financing.

Section 5.15. New Domestic Subsidiaries.

Cause each Domestic Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary), which any Credit Party or any of their Restricted Subsidiaries (other than an Excluded Subsidiary) forms or acquires during the term of this Agreement to, promptly but in any event within thirty (30) days after such formation or acquisition (or such longer period as agreed by Administrative Agent in its sole discretion), (a) execute and deliver to the Administrative Agent a Joinder Agreement, together with a certified copy of a resolution of the board of directors (or other authorizing document of the appropriate governing body or Person) of such Domestic Subsidiary authorizing the execution and delivery of the requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable Anti-Money Laundering Laws.

(c) Comply in all material respects with any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from time to time.

Section 3.6.

Post-Closing Covenants.

Within the time periods after the Closing Date specified in Schedule 5.19 or such later date as the Administrative Agent agrees to in writing which extension may be given by electronic mail, the Credit Parties shall deliver the documents or take the actions specified on Schedule 5.19, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

ARTICLE VI

NEGATIVE COVENANTS

Each of the Credit Parties hereby covenants and agrees that on the Closing Date, and thereafter (a) for so long as this Agreement is in effect and (b) until the Obligations are paid in full in cash, that:

Section 6.1. Liens.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, create, incur, assume in or suffer to exist, any Lien upon any of its Property, Assets or revenues, whether now owned or hereafter acquired, other than Permitted Liens. The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, become subject to a Negative Pledge except (a) the negative pledge contained in the terms of the Senior Notes Documents as in effect on the Third Amendment Effective Date; (b) constituting customary provisions restricting subletting or assignment of any leases of any Credit Party or any Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder, (c) constituting restrictions on the sale or other disposition of any Property securing Indebtedness as a result of a Lien on such Property permitted hereunder, (d) constituting customary restrictions on cash, other deposits or assets imposed by customers and other Persons under contract entered into in the ordinary course of business, (e) constituting any restriction or condition with respect to Property under an agreement that has been entered into for the disposition of such Property, provided that such disposition is otherwise permitted hereunder, (f) constituting any restriction or condition with respect to Property under a charter, lease, license or other agreement that has been entered into for the employment of such Property and (g) so long as no Event of Default would occur or result immediately after giving effect thereto, pursuant to any Permitted Receivables Financing or with respect to any Permitted Securitization Assets.

Section 6.2. Indebtedness.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, incur, create, contract, waive, assume, have outstanding, guarantee or otherwise be or become liable, directly or indirectly, in respect of any Indebtedness, except for:

(a) the Obligations arising out of or in connection with this Agreement and the other Credit Documents (including Indebtedness incurred pursuant to Section 2.19 and Section 2.21);

(b) current liabilities for Taxes and assessments incurred in the ordinary course of business, Indebtedness of Foreign Subsidiaries that, when added together with any other Indebtedness incurred under this clause (x) and then outstanding, will not exceed the greater of (x) $40,000,000 and (y) 5.0% of Consolidated Total Assets;

(a)

(b)

the incurrence by a Borrower or any of its Restricted Subsidiaries of Permitted Refinancing Debt in exchange for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund Indebtedness that was incurred pursuant to this Section 6.2;

(c)

Indebtedness consisting of promissory notes or similar Indebtedness issued by the Parent or any of its Restricted Subsidiaries to current, future or former officers, managers, and employees thereof, or to their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of the Parent or a Restricted Subsidiary to the extent described in Section 6.6(f);

(d)

the incurrence by a Borrower or any of its Restricted Subsidiaries of unsecured Indebtedness, or issuance of Redeemable Stock by a Borrower (in addition to Indebtedness or Redeemable Stock otherwise permitted hereunder) in an aggregate principal amount (or accreted value, as applicable) that, when added to all other Indebtedness incurred pursuant to this clause (aa) and then outstanding, will not exceed $50,000,000;

(e)

the incurrence by a Borrower or any of its Restricted Subsidiaries of Indebtedness, or issuance of Redeemable Stock by a Borrower in an aggregate principal amount or liquidation preference up to 100% of the net cash proceeds received by a Borrower since immediately after the date of the Senior Notes Indenture from the issuance or sale of Capital Stock of a Borrower or cash contributed to the capital of a Borrower to the extent such net cash proceeds have not been applied to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 6.6 or to make Permitted Investments (other than Permitted Investments specified in clauses (b), (g) and (h) of Section 6.3);

(f)

the Borrowers and their Restricted Subsidiary may (x) incur unsecured Indebtedness (including Assumed Indebtedness) and the Borrowers and their Restricted Subsidiaries may issue shares of Redeemable Stock if the Fixed Charge Coverage Ratio for the Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Redeemable Stock is issued would have been at least 2.00 to 1.00, determined on a Pro Forma Basis (including a pro forma application of the net cash proceeds therefrom, including the effect of acquisitions or repayments or redemptions of Indebtedness to be funded by such proceeds), as if the additional Indebtedness had been incurred, or the Redeemable Stock had been issued, as the case may be, at the beginning of such four-quarter period and (y) incur Assumed Indebtedness in an amount equal to (i) the EBITDA of the entity acquired by a Restricted Subsidiary pursuant to a Permitted Investment or other Investment permitted hereunder multiplied by (ii) five;

(g)

the Borrowers and their Restricted Subsidiary may incur unsecured Indebtedness (including Assumed Indebtedness) and the Borrowers and their Restricted Subsidiaries may issue shares of Redeemable Stock in an unlimited amount so long as the Payment Conditions have been satisfied, determined on a Pro Forma Basis as if such unsecured Indebtedness has been incurred or such Redeemable Stock has been issued, as the case may be, at the end of the last fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.1(a);

(h)

(i)

Indebtedness of any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary; provided that (A) such Indebtedness is not created in anticipation of such a redesignation and (B) the aggregate principal amount of such Indebtedness incurred under this clause (ee) does not exceed at any time the greater of (x) $40,000,000 and (y) and5.0% of Consolidated Total Assets; and the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness (including Capital Leases and purchase money obligations) incurred for the purpose of financing (or refinancing) all or any part of the purchase price or cost of construction or improvement of Property (real or personal), plant or equipment used in the business of the Parent or such Restricted Subsidiary in an amount that, when added to all other Indebtedness incurred pursuant to this clause (2) and then outstanding, will not exceed the sum of (A) the greater of (x) $20,000,000 and (y) 3.0% of Consolidated Total Assets, plus (B) the amount of any fees and expenses incurred in connection with any refinancing.

Notwithstanding anything to the contrary set forth herein, no Credit Party shall be permitted to create, incur, assume, guaranty or otherwise become or remain directly or indirectly liable with respect to any Indebtedness that is from or of a Subsidiary (for the avoidance of doubt, excluding any Standard Securitization Undertakings) that is a non-Credit Party or an Unrestricted Subsidiary (such creation, incurrence, assumption or guaranty being referred to as “Non-Credit Party Indebtedness of Loan Parties”), in each case, to the extent that the structuring of any claims with respect to any Indebtedness created, assumed, incurred or guaranteed by such Credit Parties, together with any Non-Credit Party Indebtedness of Credit Parties, could reasonably be expected to result in two or more bankruptcy claims against the same Credit Party for direct and indirect obligations against the same Credit Party, arising from one transaction or series of transactions relating to the same underlying Non-Credit Party Indebtedness of Credit Parties. In furtherance of the foregoing, each Credit Party agrees that Administrative Agent or any Lender may seek to obtain specific performance or other equitable or injunctive relief to enforce this paragraph against the Credit Parties or any of their non-Credit Party Subsidiaries with respect to breach of this paragraph without posting a bond or presenting evidence of irreparable harm.

Section 6.3. Investments.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, make or have outstanding Investments in or to any Person, except for:

(a) loans or participations therein generated (including through any purchases in connection with any bank program that a Credit Party participates in) through the conduct of activities described in Section 6.7 in the ordinary course of its day to day business;

(b) ownership of Capital Stock of (i) Subsidiaries which become Guarantors promptly after the formation or acquisition thereof or (ii) Excluded Subsidiaries;

(c) ownership of Capital Stock of Foreign Subsidiaries that are not Guarantors, provided that the aggregate amount of such Investments, plus the aggregate amount of outstanding Foreign Intercompany Loans pursuant to Section 6.2(e), shall not exceed, in aggregate amount at any time outstanding, the greater of $40,000,000 or5.0% of Consolidated Total Assets; (i) Cash Equivalents and (ii) such other “cash equivalent” investments as the Administrative Agent may from time to time approve;

(d) [Reserved];

(e) (i) (1) Permitted Acquisitions, including Investments in Foreign Subsidiaries which are necessary to consummate such Permitted Acquisitions, and (2) Foreign Acquisitions made, solely in the case of this clause (2), on or prior to the Closing Date and (ii) Foreign Acquisitions made after the Closing Date the Acquisition Consideration thereof not to exceed, solely in the case of clause (ii), the greater of $60,000,000 or 7.5% of Consolidated Total Assets;

(f) Investments by any Credit Party or Domestic Subsidiary in any Credit Party or Domestic Subsidiary; (g) intercompany receivables as a result of the transfer of goods and Property in the ordinary course of business;

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(h) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions, Restricted Payments and/or transactions with affiliates to the extent permitted under Sections 6.1, 6.2, 6.4, 6.5, 6.6, 6.8 or 6.13;

(i) Investments in existence as of the Closing Date or contemplated after the Closing Date and set forth on Schedule 6.3 and Investments consisting of any modification, replacement, renewal, reinvestment or extension of any such Investment;

(j) Investments as a result of intercompany loans and advances permitted under Section 6.2(e) hereof;

(k) Bank Products to the extent permitted hereunder;

(l) other Investments in activities directly related to one or more of the types of business described in Section 6.7 hereof, provided that the aggregate amount of such Investments shall not exceed the greater of (i)20.0% of Consolidated Total Assets and (ii) $60,000,000 in an aggregate amount at any time;

(m) [Reserved];

(n) Investments in a Securitization Subsidiary or any other Subsidiary of Parent or any other Investments that are necessary or desirable to effect any Permitted Receivables Financing otherwise permitted by Section 6.4(f);

(o) Investments consisting of the licensing, sublicensing, or contribution of intellectual property rights;

(p) other Investments (including those of the type otherwise referred to herein) in an unlimited amount so long as the Payment Conditions are satisfied, determined on a Pro Forma Basis as if such Investment had been made at the end of the last fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.1(a);

(q) Investments made by the Parent or any Restricted Subsidiary in any joint venture or any Unrestricted Subsidiary in an aggregate amount not to exceed at any one time outstanding the greater of (A) $40,000,000 and (B) 5.00% of Consolidated Total Assets;

(r) Investments made by any Restricted Subsidiary that is not a Credit Party in any Credit Party or any Restricted Subsidiary;

(s) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(t) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary or consolidates, amalgamates or merges with any Borrower or any Restricted Subsidiary (including in connection with an Acquisition or other Investment permitted hereunder); provided that such Investment was not made in contemplation of such Person becoming a Restricted Subsidiary or such consolidation or merger; (u) receivables or other trade payables owing to any Borrower or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

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(v) loans or advances to officers, partners, directors, consultants and employees of the Borrowers or any Restricted Subsidiary for (A) relocation, entertainment, travel expenses, drawing accounts and similar expenditures and (B) for other purposes in the aggregate amount not to exceed $5,000,000 at any time outstanding;

(w) Investments to the extent that payment for such Investments is made solely with Capital Stock (other than Redeemable Stock) of the Borrowers, or proceeds of an equity contribution initially made to the Borrowers; and

(x) Investments pursuant to the Permitted Tax Restructuring.

Notwithstanding anything herein to the contrary, (i) in no event shall any Credit Party contribute, or otherwise invest, any Material Intellectual Property to or in any non-Credit Party; provided, that the foregoing shall not restrict the granting of a non-exclusive license of such Material Intellectual Property and (ii) the only transfers (including investments, dispositions and restricted payments) by the Borrowers and their Restricted Subsidiaries permitted to be made in or to Unrestricted Subsidiaries, and the only designations of Unrestricted Subsidiaries permitted, shall be pursuant to Section 6.3(q) and, for the avoidance of doubt, no Investment pursuant to such Section may be classified or reclassified in any other exception to any negative covenant in this Article VI.

Section 6.4. Fundamental Changes.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, voluntarily merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:

(a) any Subsidiary (including a Borrower) may merge or consolidate with (i) a Borrower, provided that a Borrower shall be the continuing or surviving Person, (ii) any Guarantor, or (iii) in the case of any such Subsidiary that is not a Credit Party, any Subsidiary;

(b) any Subsidiary may sell all or substantially all of its assets (upon voluntary liquidation, cancellation or otherwise) to any Borrower or Guarantor that is a Domestic Subsidiary ;

(c) the Borrowers and any Subsidiary may (i) consummate Investments permitted pursuant to Section 6.3 hereof or (ii) make Dispositions permitted pursuant to Section 6.5 hereof;

(d) any Credit Party may merge with any other Credit Party or any other Subsidiary so long as such Credit Party shall be the continuing or surviving Person;

(e) the Borrowers and the Restricted Subsidiaries may effect a Permitted Tax Restructuring; and

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(f) so long as no Event of Default would occur or result immediately after giving effect thereto, the Borrowers may effect a Permitted Receivables Financing; provided, that to the extent any Eligible Accounts are included in such Permitted Securitization Assets, (a) the proceeds of the Permitted Receivables Financing or purchase price with respect to the Permitted Securitization Assets, as applicable, must be sufficient to repay any Borrowing Base deficiency resulting from such Permitted Receivables Financing and (b) if any Borrowing Base deficiency would result therefrom, a portion of the proceeds thereof sufficient to cure such Borrowing Base deficiency are directly paid to the Administrative Agent by the lender or purchaser, as applicable, upon the consummation of the Permitted Receivables Financing or sale of the Permitted Securitization Assets; provided, that, the Administrative Agent may instead agree (in its sole consent) to allow the Borrowers to instead pay such deficiency with cash on hand.

Section 6.5. Dispositions.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, voluntarily make any Disposition, except:

(a) Dispositions of obsolete, non-functioning, uneconomical, damaged, surplus or worn out Property, whether now owned or hereafter acquired;

(b) Dispositions of inventory and other Property or services in the ordinary course of business for fair consideration;

(c) provided that clauses (c) and (d) of the definition of Payment Conditions have been satisfied, Dispositions permitted under Section 6.3 and Dispositions to a Credit Party or a Restricted Subsidiary; provided that, if the transferor of such property is a Credit Party, then (i) the transferee thereof must be a Credit Party or (ii) to the extent constituting a Disposition (does not include assets constituting the Borrowing Base) to a Restricted Subsidiary that is not a Credit Party, such Disposition (x) is for fair value (as determined by the Borrower Representative in its good faith) and any promissory note or other non-cash consideration received in respect thereof is a permitted Investment in a Restricted Subsidiary that is not a Credit Party in accordance with Section 6.3 or (y) does not exceed the greater of $40,000,000 and5.0% of Consolidated Total Assets from and after the Closing Date;

(d) Dispositions of Capital Stock of a Credit Party and Dispositions of Capital Stock of a Subsidiary to a Credit Party or to another Subsidiary; and

(e) provided that clauses (c) and (d) of the definition of Payment Conditions have been satisfied, Dispositions of Assets (including (i) Capital Stock of a Subsidiary other than to a Borrower or another Subsidiary and (ii) arrangements whereby a Credit Party or a Subsidiary sells or transfers any of its Assets, and thereafter rents or leases those Assets (except for the sale and leaseback of operating facilities)) not otherwise permitted in this Section 6.5 above, so long as (i) at the time of such Disposition and after giving effect thereto, no Default or Event of Default shall exist, (ii) the aggregate amount of such Dispositions not otherwise permitted in this Section 6.5 above during any fiscal year shall not exceed the greater of $40,000,000 or5.0% of Consolidated Total Assets as of the last day of the immediately preceding fiscal year without the prior consent of the Required Lenders, and (iii) the consideration for such Disposition results in at least75.0% of the consideration received in respect thereof being cash and Cash Equivalents received by a Credit Party;

(f) the liquidation of cash and Cash Equivalents, which liquidation shall be in the ordinary course of business;

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(w)

(g) an assignment of an account to an insurance company providing credit insurance to a provided that clauses (c) and (d) of the definition of Payment Conditions have been satisfied, Dispositions of (i) any Capital Stock in Unrestricted Subsidiaries or their assets or (ii) other Excluded Assets, provided that for the purposes of clause (ii), the fair market value (as determined by the Borrower Representative in its good faith) of such Dispositions shall not exceed the greater of $20,000,000 and3.0% of Consolidated Total Assets in any fiscal year;

(x)

Restricted Payments made pursuant to Section 6.6 and Investments permitted pursuant to section 6.5;

(y)

the unwinding of any Bank Products;

(z)

sales, transfers or other dispositions of Investments in joint ventures or any Subsidiary that is not a wholly-owned Restricted Subsidiary to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties set forth in joint venture arrangements and similar binding agreements; and

(aa)

the Parent and any Restricted Subsidiary may (i) terminate or otherwise collapse its cost sharing agreements with the Parent or any Subsidiary and settle any crossing payments in connection therewith, (ii) convert any intercompany Indebtedness to Capital Stock, (iii) transfer any intercompany Indebtedness to the Parent or any Restricted Subsidiary, (iv) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by the Parent or any Restricted Subsidiary, (v) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers or employees, the Parent or any Subsidiary or any of their successors or assigns or (vi) surrender or waive contractual rights and settle or waive contractual or litigation claims;

provided, however, that any Disposition pursuant to clauses (b) and (e) shall be for fair consideration or reasonable value.

To the extent that any Collateral is disposed of as permitted by this Section 6.5 to any Person other than a Credit Party, such Collateral shall be disposed of free and clear of the Liens created by the Credit Documents, which Liens shall be automatically released upon the consummation of such Disposition, but which shall attach to the proceeds of Disposition; it being understood that the Administrative Agent shall be authorized to take, and shall take, any actions reasonably requested by any Credit Party in order to effect the foregoing.

Notwithstanding anything herein to the contrary, in no event shall any Credit Party dispose of any Material Intellectual Property to any non-Credit Party; provided, that the foregoing shall not restrict the granting of a non-exclusive license of such Material Intellectual Property.

Section 6.6. Restricted Payments.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly pay any Restricted Payment, except:

(a) any Restricted Subsidiary may declare and pay Dividends to or for the benefit of any Borrower or any Guarantor,

(b) the Borrowers or any Restricted Subsidiary may make Restricted Payments in an unlimited amount so long as the Payment Conditions have been satisfied, determined on a Pro Forma Basis as if such Restricted Payment had been made at the end of the last fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.1(a), and after giving effect to such payment, Liquidity of the Parent and its Restricted Subsidiaries shall not be less than $40,000,000,

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(c) provided that clauses (c) and (d) of the definition of Payment Conditions have been satisfied, and after giving effect to such payment, Liquidity of the Parent and its Restricted Subsidiaries shall not be less than $40,000,000 (unless such prepayment will be made using proceeds from the issuance of Indebtedness permitted under Section 6.2 or from the proceeds of the issuance of, or capital contributions to the, Capital Stock (other than Redeemable Stock not permitted by Section 6.2) of a Credit Party or any Restricted Subsidiary, the Borrowers may make prepayments on Additional Notes from the proceeds of any Disposition of Assets which do not constitute assets subject to the Borrowing Base permitted hereunder,

(d) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, any Restricted Payment made in exchange for, or with the net cash proceeds from, the substantially concurrent sale of Capital Stock of the Parent (other than any Redeemable Stock and other than Capital Stock issued or sold to a Subsidiary of the Parent) or a substantially concurrent cash capital contribution received by the Parent from its shareholders,

(e) the defeasance, redemption, repurchase, retirement or other acquisition of (i) Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or with the net cash proceeds from, an incurrence of Permitted Refinancing Debt with respect thereto, or (ii) Senior Notes in exchange for, or with the net cash proceeds from, an incurrence of Additional Notes in accordance with Section 6.2(p),

(f) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the redemption, repurchase, retirement or other acquisition for value of any Capital Stock of the Parent or any of its Restricted Subsidiaries of the Parent held by employees, former employees, managers, former managers, consultants or former consultants of the Parent (or any of its Subsidiaries); provided that the aggregate amount of such repurchases and other acquisitions (excluding amounts representing cancellation of Indebtedness) shall not exceed (i) $20,000,000 in any calendar year plus (ii) any unused amounts from prior years, solely in the case of this clause (ii), not to exceed (when combined with the amount in clause (i) above) $25,000,000 in any calendar year plus (iii) the amount of net cash and proceeds received by the Parent and its Restricted Subsidiaries in respect of “key-man” life insurance and from the issuance of Capital Stock by the Parent to members of management of the Parent and its Subsidiaries, solely in the case of this clause (iii), to the extent that those amounts did not provide the basis for any previous Restricted Payment,

(g) so long as no Default or Event of Default has occurred and is continuing and clauses (c) and (d) in the definition of Payment Conditions have been satisfied, and after giving effect to such payment, Liquidity of the Parent and its Restricted Subsidiaries shall not be less than $25,000,000 (unless such prepayment will be made using proceeds from the issuance of Indebtedness permitted under Section 6.2 or from the proceeds of the issuance of, or capital contributions to the, Capital Stock (other than Redeemable Stock not permitted by Section 6.2) of a Credit Party or any Restricted Subsidiary, payments of dividends on Redeemable Stock issued pursuant to Section 6.2,

(h) repurchases of Capital Stock deemed to occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options,

(i) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Parent; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this Section 6.6 (as determined in good faith by the board of director of the Parent), (j) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, payments of intercompany subordinated Indebtedness, the incurrence of which was permitted under Section 6.2 (provided, further, that the payment of intercompany subordinated Indebtedness to an Unrestricted Subsidiary, shall be further subject to the condition that, after giving effect to such payment, Liquidity of the Parent and its Restricted Subsidiaries shall not be less than $40,000,000),

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(k) any non-Credit Party may make any Restricted Payment to or for the benefit of any Subsidiary of the Credit Parties and pro rata to any other equity holders,

(l) Restricted Payments may be made to effectuate a Permitted Tax Restructuring, and

(m) the Parent may make Restricted Payments consisting of Capital Stock in any Unrestricted Subsidiary, whether pursuant to a distribution, dividend or any other transaction not prohibited hereunder.

Section 6.7. Change in Nature of Business.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, engage in any material line of business other than the business conducted or proposed to be conducted by the Borrowers and their Subsidiaries on the Closing Date and any business engaged in (1) the business of providing online financial services, (2) the business of originating, arranging, purchasing and collecting consumer and small business loans, and (3) any other activities similar, reasonably related thereto, or incidental, complementary or ancillary thereto, or a reasonable extension or expansion thereof.

Section 6.8. Transactions with Affiliates.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, consummate any transaction of any kind with any Affiliate of the Credit Parties, other than:

(a) arm’s-length transactions with Affiliates,

(b) transactions otherwise permitted hereunder,

(d) licenses or sublicenses of intellectual property rights,

(e) sales, conveyances or other transfers of Permitted Securitization Assets, or participations therein, or any related transaction, in connection with any Permitted Receivables Financing otherwise permitted by Section 6.4(f), including related to the provision of services by a Restricted Subsidiary,

(f) other transactions with a fair value (as determined by the Borrower Representative in its good faith) not in excess of the greater of $40,000,000 and5.0% of Consolidated Total Assets,

(g) any employment agreement or compensation plan or arrangement entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of business of the Parent or such Restricted Subsidiary,

(h) transactions exclusively between or among the Parent and/or its Restricted Subsidiaries; provided that such transactions are not otherwise prohibited bythis Agreement (i) any transactions existing or contemplated as of the Closing Date and set forth on Schedule 6.8,

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(j) reasonable compensation of, and indemnity arrangements in favor of, managers of the Parent and its Restricted Subsidiaries,

(k) the issuance or sale of any Capital Stock (other than Redeemable Stock) of a Borrower,

(l) the payment of reasonable fees and reimbursement of out-of-pocket expenses to directors of the Parent or any Restricted Subsidiary,

(m) compensation (including bonuses) and employee benefit arrangements paid to, indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers, managers, consultants or employees of the Parent or the Subsidiaries in the ordinary course of business,

(n) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans,

(o) any transaction between or among the Parent or any Restricted Subsidiary and any Affiliate of the Parent or a joint venture or similar entity that would constitute an Affiliate transaction solely because the Parent or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate, joint venture or similar entity, and

(p) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary.

Section 6.9. Burdensome Agreements.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, enter into any Contractual Obligation that limits the ability of any Guarantor to make Dividends or other Dispositions to a Borrower or to otherwise transfer Property to a Borrower, other than (a) customary or necessary restrictions pursuant to the terms of a Permitted Receivables Financing otherwise permitted by Section 6.4(f), (b) restrictions imposed by applicable law, (c) restrictions imposed by any Credit Document or any agreements evidencing Indebtedness permitted by this Agreement, (d) any restrictions imposed by the Senior Notes Documents, (e) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, (f) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (g) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Parent or any other Restricted Subsidiary, (h) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any joint venture and other similar agreements applicable to joint ventures and applicable solely to such joint venture and the Capital Stock issued thereby, (i) customary restrictions that arise in connection with any Permitted Liens and relate to the property subject to such Lien, and (j) the Cash Collateral Agreement.

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Section 6.10. Amendment of Organization Documents and Fiscal Year.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, amend, modify, or waive any of its rights under any Organization Documents in a manner materially adverse to the Lenders without the consent of the Administrative Agent. The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, change its fiscal quarters or fiscal year, except (a) as required by the SEC (or other applicable governing body), GAAP or the Parent’s accountants and/or auditors or (b) after providing 15 days prior written notice to the Administrative Agent and provided such change pursuant to this clause (b) does not have the effect of delaying or otherwise curing a Default or an Event of Default that would have otherwise existed or (c) to match the fiscal quarter or fiscal year of any Person acquired after the Closing Date to match the fiscal quarter or fiscal year of the Parent.

Section 6.11. Amendment of Subordinated Debt.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, change or amend or accept any waiver or consent with respect to, any document, instrument, or agreement relating to any Subordinated Debt that would result in (a) a material increase in the principal, interest, overdue interest, fees or other amounts payable under any Subordinated Debt (except to the extent such increase would otherwise be permitted under this Agreement), (b) an acceleration in any date fixed for payment or prepayment of principal, interest, fees or other amounts payable under any Subordinated Debt (including, without limitation, as a result of any redemption) to the extent the same would result in an default or event of default under such Subordinated Debt, (c) a change in any of the subordination provisions of any Subordinated Debt in a manner materially adverse to the Lenders, (d) a change in any defined term, covenant, term or provision in any Subordinated Debt which would result in such Subordinated Debt containing a More Restrictive Covenant, or (e) a change in any term or provision of any Subordinated Debt that could reasonably be expected to have a material adverse effect on the interest of the Lenders.

Section 6.12. Amendment of Senior Notes or Additional Notes.

After the Third Amendment Effective Date, the Credit Parties shall not, and shall not permit any Restricted Subsidiary to, change or amend or accept any waiver or consent with respect to, any document, instrument, or agreement relating to the Senior Notes or any Additional Notes that would result in (a) a change in any defined term, covenant, term or provision in the Senior Notes or any Additional Notes which would result in the Senior Notes or such Additional Notes containing a More Restrictive Covenant, or (b) a change in any term or provision of the Senior Notes or any Additional Notes that could reasonably be expected to have a material adverse effect on the interest of the Lenders.

Section 6.13. Guaranties.

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The Credit Parties will not, and will not permit any Restricted Subsidiary to, become or be liable in respect of any Guaranty Obligation, except for (i) the Guaranty (including the Joinder Agreements), (ii) guaranties of Indebtedness to extent such Indebtedness is permitted pursuant to Section 6.2 hereof, (iii) guaranties of loans to, or financial commitments or obligations of, its customers or other intended beneficiaries in the ordinary course of business, (iv) guaranties to vendors and suppliers made in the ordinary course of business, (v) any guaranties or indemnities in connection with Permitted Receivables Financings permitted pursuant to the definition thereof and otherwise not prohibited by this Agreement and (vi) additional unsecured guaranties of a Borrower or a Restricted Subsidiary, provided that the aggregate Indebtedness guaranteed by such additional unsecured guaranties at any time shall not exceed the greater of $40,000,000 and 5.0% of Consolidated Total Assets, and provided, further, that within five (5) days after the execution of each guaranty by a Borrower or a Restricted Subsidiary for Indebtedness in excess of $15,000,000, such Borrower or Restricted Subsidiary shall provide the Administrative Agent with a copy of Notwithstanding anything to the contrary herein, if any Subsidiary that is a Guarantor becomes an Excluded Subsidiary solely as a result of becoming a non-wholly-owned Subsidiary (directly or indirectly) and otherwise remains a Subsidiary of a Credit Party, the release of such Subsidiary from its guarantee obligation in respect of the Obligations, and the release of the Lien held by Administrative Agent for the benefit of the secured parties on the property owned by a Guarantor that becomes an Excluded Subsidiary shall only be permitted if, (i) after giving pro forma effect to such release and the consummation of the transaction that causes such Subsidiary to become an Excluded Subsidiary, the Borrowers are deemed to have made an investment in such Person equal to the fair market value of the net assets of such Person attributable to the Borrowers’ equity interests therein and such investment is permitted by this Agreement at such time, (ii) the transaction pursuant to which such Subsidiary ceases to be a wholly-owned Subsidiary is consummated with a third party that is not an Affiliate of any Credit Party, (iii) the primary purpose of such transaction is a bona fide business purpose (it being agreed a primary purpose being the release of any guarantee or Lien on such Subsidiary not being a bona fide business purpose), (iv) no Event of Default shall have occurred and be continuing at the time of such release and (v) such Subsidiary does not own or have any exclusive license of, or other exclusive rights with respect to, any Material Intellectual Property. For the avoidance of doubt, if any Subsidiary that is a Guarantor becomes an Excluded Subsidiary as a result of any other reason from that provided in the preceding sentence, the release of such Subsidiary from its Guaranty Obligation in respect of the Obligations shall be deemed an investment in a Subsidiary that is not a Credit Party.

ARTICLE IV

Section 8.11. Authorization to Enter into, and Enforcement of, the Collateral Documents.

(a) Administrative Agent is hereby irrevocably authorized by each of the Lenders and the LC Issuer to execute and deliver the Collateral Documents on behalf of each of the Lenders and their Affiliates and the LC Issuer and, subject to Section 9.1, to take such action and exercise such powers under the Collateral Documents as Administrative Agent considers appropriate. Each Lender and LC Issuer acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents upon the execution and delivery thereof by Administrative Agent.

(b) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the authority to enforce rights and remedies hereunder and under the other Credit Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 7.2 for the benefit of all the Lenders and the LC Issuer; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Credit Documents, (ii) the LC Issuer or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as LC Issuer or Swingline Lender, as the case may be) hereunder and under the other Credit Documents, or (iii) any Lender from exercising setoff rights in accordance with Section 9.7 (subject to the terms of sharing of payments set forth therein); and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Credit Documents, then (a) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Sections 7.2 and (b) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 9.7, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Section 8.12. Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its rules on interbank compensation.

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Each Lender, each Swingline Lender, each LC Issuer and each Bank Product Provider irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. Administrative Agent shall inform each Lender, Swingline Lender, LC Issuer or such other Bank Product Provider that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 8.15 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, Swingline Lender or LC Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Credit Document.

ARTICLE IX

MISCELLANEOUS

Section 9.1. Amendments, Waivers and Consents.

Except as set forth in Section 2.14, neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof, may be amended, modified, extended, restated, replaced, or supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section. The Required Lenders may or, with the consent of the Required Lenders, the Administrative Agent may, from time to time, enter into with the Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the terms or provisions hereof or thereof or the rights of the Lenders or of the Borrowers hereunder or thereunder or (a) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:

(i) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (it being understood that any change in the definition of any ratio used in the calculation of such rate of interest or fees (or the component definitions) shall not constitute a reduction in any rate of interest or fees) (except in connection with a waiver of interest at the Default Rate which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof (in each case, other than extensions for administrative convenience as agreed by the Administrative Agent) or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby (but not the consent of the Required Lenders) and the Borrowers; provided that it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.6(b), nor any amendment of Section 2.6(b), the definition of Disposition or any waiver of any condition precedent or Default or Event of Default shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Loan or Note and (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment; or

(ii) amend, modify or waive any provision of Section 4.2 without the written consent of all the Lenders and the Borrowers; or

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(iii) (a) except in accordance with the terms of this Agreement as in effect on the Third Amendment Effective Date, release the Borrowers or all or substantially all of the value of the Guaranty or the Collateral, respectively, or (b) amend, modify or waive the last paragraph of Section 6.2, the last paragraph of Section 6.3, the last paragraph of Section 6.5 or the last paragraph of Section 8.10, without the written consent of all of the Lenders and Bank Product Providers that have previously provided a Bank Product Provider Notice to the Administrative Agent pursuant to the terms hereof and the Borrowers; or

(iv) subordinate (1) the Loans to any other Indebtedness or (2) the Liens granted to secure the payment of the Obligations to any other Liens, in each case, without the written consent of all of the Lenders and the Borrowers; or

(v) change the definition of “Restricted Payments” without the written consent of all the Lenders and the Borrowers; or

(vi) permit the Borrowers to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders and the Borrowers; or

(vii) change any provision of this Section 9.1 or the definition of “Required Lenders” or any other provision of this Agreement specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights pursuant to this Agreement or make any determination or grant any consent pursuant to this Agreement, without the written consent of all the Lenders and the Borrowers; or

(viii) without the consent of Lenders holding at least a majority of the outstanding Revolving Commitments and the Borrowers, waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or

(ix) amend, modify or waive (A) the order in which Obligations are paid or (B) the pro rata sharing of payments by and among the Lenders, in each case in accordance with Section 2.10(b) or 9.7(b) without the written consent of each Lender and each Bank Product Provider directly affected thereby (but not the consent of the Required Lenders) and the Borrowers; or

(x) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent and the Borrowers; or

(xi) amend or modify the definition of Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Bank Product Provider directly affected thereby (but not the consent of the Required Lenders) and the Borrowers; or

(xii) amend the definitions of “Hedging Agreement,” “Bank Product,” or “Bank Product Provider” without the consent of any Bank Product Provider that would be adversely affected thereby (but not the consent of the Required Lenders) and the Borrowers; or

(xiii) the consent of only the Revolving Lenders under the Revolving Facility holding at least 66-2/3% of the Revolving Commitments and outstanding exposure under the Revolving Commitments and the Borrowers will be required for amendments and waivers consummated to (i) increase advance rates in the Borrowing Base and (ii) otherwise change the definition of “Borrowing Base” and the component definitions thereof to the extent the effect of such amendment would increase the Availability hereunder; or

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(xiv) amend, modify or waive the definitions of “Unrestricted Subsidiary”, “Restricted Subsidiary”, “Excluded Subsidiary” or “Immaterial Subsidiary” or any component definition thereof or any of the provisions of Section 5.16 without the written consent of all Lenders; or

(xv) amend, modify or waive the provisions of Section 9.6(b)(v) in a manner that would permit any assignment to any Credit Party or any Credit Party’s Affiliates or Subsidiaries without the written consent of all Lenders;

provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Revolving Lenders, the LC Issuer or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Revolving Lenders, the LC Issuer and/or the Swingline Lender, as applicable, in addition to the Borrowers and Lenders required herein above to take such action.

Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Notes. In the case of any waiver, the Borrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right as a consequence of any subsequent or other Default or Event of Default.

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein, (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or Insolvency Proceeding and (c) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (i) that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (ii) to the extent such amendment, waiver or consent impacts such Defaulting Lender in an adverse manner more than the other Lenders.

In addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Credit Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders to the Administrative Agent within ten Business Days following receipt of notice thereof.

For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 9.1, this Agreement may be amended (or amended and restated) with the written consent of the Parent and the Administrative Agent in accordance with Section 2.19 and Section 2.21.

Section 9.2. Notices.

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(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by electronic mail transmission, hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:

(i) If to the Borrowers or any other Credit Party:

Enova International, Inc.
175 West Jackson, Suite600
Chicago, Illinois 60604
Attention: General Counsel
Telephone: (312) 568-4200
Email: notices@enova.com

with a copy to:

Enova International, Inc.
175 West Jackson, Suite600
Chicago, Illinois 60604
Attention: Scott Cornelis, Treasurer
Telephone: (312) 568-4200
Email: scornelis@enova.com

with a copy to (which shall not constitute notice):

Paul Hastings LLP
71 S. Wacker Drive
45th Floor
Chicago, IL 60606
Attention: Holly Snow
Telephone: 312-499-6000
Fax: 312-499-6100
Email: hollysnow@paulhastings.com

(ii) If to the Administrative Agent:

Bank of Montreal
115 S. LaSalle Street
Chicago, IL 60603
Attn: Christopher Clark
Email: christopherl.clark@BMO.com

(iii) If to a Lender to it at its address (or telecopier number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in action or proceeding in any such court.

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Section 9.14. Confidentiality.

Each of the Administrative Agent, the Lenders, the LC Issuer and the Swingline Lender agrees, severally and neither jointly nor jointly and severally, to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential with the same protections that such Person keeps its own confidential information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (provided that the Administrative Agent agrees to notify the Borrowers of any such disclosure to the extent permitted by applicable Law), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (provided that the Administrative Agent agrees to notify the Borrowers of any such disclosure to the extent permitted by applicable Law), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder, under any other Credit Document or Bank Product or any action or proceeding relating to this Agreement, any other Credit Document or Bank Product or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) (i) any actual or prospective party (or its partners, directors, officers, employees, managers, administrators, trustees, agents, advisors or other representatives) to any swap or derivative or similar transaction under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder, (ii) an investor or prospective investor in securities issued by an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (iii) a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or (iv) a nationally recognized rating agency that requires access to information regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued in respect of securities issued by an Approved Fund (in each case, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (h) with the consent of the Borrower Representative, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or other duty of confidentiality owed to the Credit Parties or their Subsidiaries or (y) becomes available to the Administrative Agent, any Lender, any LC Issuer, the Swingline Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers other than a breach of this Agreement, or (j) to the extent required in connection with providing insurance coverage or providing reimbursement pursuant to this Agreement. The duty of confidentiality required by the Administrative Agent, the Lenders, the LC Issuer, and the Swingline Lender under this Section 9.14 shall survive for one year following the earlier to occur of (I) such Administrative Agent, Lender, LC Issuer, or Swingline Lender, as the case may be, ceasing to be a party to this Agreement and (II) the termination of this Agreement.

For purposes of this Section, “Information” shall mean all information received from any Credit Party or any of its Subsidiaries relating to any Credit Party or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender, any LC Issuer or the Swingline Lender on a nonconfidential basis prior to disclosure by any Credit Party or any of its Subsidiaries; provided that, in the case of information received from any Credit Party or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section

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[Signature Pages Follow]

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EX-10.3 4 enva-ex10_3.htm EX-10.3 EX-10.3

Exhibit 10.3

LOAN AND SECURITY AGREEMENT

among

NETCREDIT LOC RECEIVABLES 2025, LLC,

a Delaware limited liability company

as Borrower,

BANC OF CALIFORNIA,

as Administrative Agent

BANC OF CALIFORNIA,

as Initial Class A Lender

OMAHA ABF V LLC, and

OMAHA ABF VII LLC,

each as an Initial Class B Lender

and

EACH OF THE OTHER LENDERS FROM TIME TO TIME PARTY HERETO,

Dated as of
July 17, 2025

TABLE OF CONTENTS

Page


I.	DEFINITIONS	5
1.1	General Terms	5
II.	LOAN, PAYMENTS, INTEREST AND COLLATERAL	38
2.1	The Loan	38
2.2	Interest on the Loans.	39
2.3	Collections; Repayment.	40
2.4	Promise to Pay; Manner of Payment.	41
2.5	Voluntary Prepayments	42
2.6	Mandatory Prepayments	44
2.7	Protective Advances	44
2.8	Grant of Security Interest; Collateral	45
2.9	Collateral Administration	45
2.10	Power of Attorney	47
2.11	Collateral Account	47
2.12	Increase in the Revolving Commitment.	49
III.	FEES AND OTHER CHARGES	50
3.1	Computation of Fees; Lawful Limits	50
3.2	Default Rate of Interest	50
3.3	Increased Costs; Capital Adequacy	51
3.4	Unused Additional Interest	52
IV.	CONDITIONS PRECEDENT	52
4.1	Conditions to Closing	52
4.2	Conditions to Advances	54
V.	REPRESENTATIONS AND WARRANTIES	56
5.1	Organization and Authority	56
5.2	Transaction Documents	56
5.3	Subsidiaries, Capitalization and Ownership Interests	57
5.4	Receivables	57
5.5	Other Agreements	57
5.6	Litigation	58
5.7	Financial Statements and Reports	58
5.8	Compliance with Law	59
5.9	Licenses and Permits	59
5.10	No Default; Solvency	59
5.11	Disclosure	59
5.12	Existing Indebtedness; Investments, Guarantees and Certain Contracts	60
5.13	Affiliated Agreements	60
5.14	[Reserved]	60


5.15	Names; Location of Offices, Records and Collateral	60
5.16	Accounts and Investment Property	60
5.17	Non-Subordination	60
5.18	Receivables	60
5.19	Servicing	61
5.20	Legal Investments; Use of Proceeds	61
5.21	Broker’s or Finder’s Commissions	61
5.22	Anti-Terrorism; OFAC	61
5.23	Security Interest	62
5.24	Survival	62
VI.	AFFIRMATIVE COVENANTS	62
6.1	Financial Statements, Reports and Other Information	62
6.2	Payment of Obligations	64
6.3	Conduct of Business and Maintenance of Existence and Assets	64
6.4	Compliance with Legal and Other Obligations	64
6.5	[Reserved]	6465
6.6	True Books	65
6.7	Inspection; Periodic Audits; Quarterly Review	65
6.8	Further Assurances; Post Closing	66
6.9	Other Liens	66
6.10	Use of Proceeds	66
6.11	Collateral Documents; Security Interest in Collateral	66
6.12	Servicing Agreement; Backup Servicer	67
6.13	Special Purpose Entity	68
6.14	Collections	69
6.15	Data	69
6.16	Changes to Underwriting Guidelines and Portfolio Documents	70
6.17	Financial Covenants	70
VII.	NEGATIVE COVENANTS	71
7.1	Indebtedness	71
7.2	Liens	71
7.3	Investments; Investment Property; New Facilities or Collateral; Subsidiaries	71
7.4	Dividends; Redemptions; Equity	72
7.5	Transactions with Affiliates	72
7.6	Charter Documents; Fiscal Year; Dissolution; Use of Proceeds; Insurance Policies; Disposition of Collateral; Trade Names	72
7.7	Transfer of Collateral; Amendment of Receivables	73
7.8	Contingent Obligations and Risks	73
7.9	[Reserved]	73
7.10	Modifications of Agreements	73
7.11	Anti-Terrorism; OFAC	74
7.12	Accounts and Payment Instructions	74
7.13	Servicing Agreement	74
7.14	No Adverse Selection	75


VIII.	EVENTS OF DEFAULT	75
IX.	RIGHTS AND REMEDIES AFTER DEFAULT	78
9.1	Rights and Remedies	78
9.2	Application of Proceeds	80
9.3	Right to Appoint Receiver.	80
9.4	Attorney-in-Fact	81
9.5	Rights and Remedies not Exclusive	81
X.	WAIVERS AND JUDICIAL PROCEEDINGS	81
10.1	Waivers	81
10.2	Delay; No Waiver of Defaults	81
10.3	Jury Waiver	82
10.4	Amendment and Waivers	82
XI.	EFFECTIVE DATE AND TERMINATION	84
11.1	Effectiveness and Termination	84
11.2	Survival	84
11.3	Purchase Option	84
XII.	MISCELLANEOUS	87
12.1	Governing Law; Jurisdiction; Service of Process; Venue	87
12.2	Successors and Assigns; Assignments and Participations	88
12.3	Application of Payments	92
12.4	Indemnity	92
12.5	Notice	94
12.6	Severability; Captions; Counterparts; Facsimile Signatures	94
12.7	Expenses	94
12.8	Entire Agreement	95
12.9	Approvals and Duties	96
12.10	Publicity	96
12.11	Release of Collateral	96
12.12	Times of Day	98
12.13	Rounding	98
12.14	No Advisory or Fiduciary Responsibility	98
12.15	Independent Effect of Covenants	98
12.16	Right of Setoff.	98
12.17	Confidentiality.	99
12.18	Inconsistencies with Other Documents.	100
XIII.	AGENT PROVISIONS; SETTLEMENT	100
13.1	Administrative Agent.	100
13.2	Lender Consent	105
13.3	Set-off and Sharing of Payments	105
13.4	Disbursement of Funds	106
13.5	Settlements; Payments; and Information	107
13.6	Dissemination of Information	108


13.7	Non-Funding Lender.	109
13.8	Taxes	109
13.9	Patriot Act	112

SCHEDULES

Schedule I Lenders

Schedule A Terms, Conditions and Disclosure Schedules

Schedule B [Reserved]

Schedule C Revolving Commitments

Schedule D Approved States

Schedule E State Licenses

Schedule F Permitted Modifications

Schedule G Competitors

EXHIBITS

Exhibit A Form of Borrowing Base Certificate

Exhibit B-1 Form of Class A Note

Exhibit B-2 Form of Class B Note

Exhibit C Form of Monthly Collateral and Servicing Report

Exhibit D-1 Form of Request for Advance

Exhibit D-2 Form of Request for Transfer

Exhibit E Underwriting Guidelines

Exhibit F Servicing Policy

Exhibit G Form of Increase Request

Exhibit H Form of Portfolio Documents

LOAN AND SECURITY AGREEMENT

Exhibit I Data and Reporting Guidelines THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) dated as of July 17, 2025, is entered into by and between NETCREDIT LOC RECEIVABLES 2025, LLC, a Delaware limited liability company (“Borrower”), BANC OF CALIFORNIA, a California state charted bank (“BOC”) as initial Class A lender (in such capacity, the “Initial Class A Lender”), OMAHA ABF V LLC ("Omaha V"), as an initial Class B lender, OMAHA ABF VII LLC ("Omaha VII"), as an initial Class B lender (Omaha V and Omaha VII in their capacities as initial Class B lenders, individually or collectively, as the context may require, the “Initial Class B Lender”, and together with the Initial Class A Lender, the “Initial Lenders”), the other lenders from time to time party hereto (together with the Initial Lenders, the “Lenders” and each individually, a “Lender”), and BOC, as administrative agent for itself and for the other Lenders (in such capacity, “Administrative Agent”).

WHEREAS, Borrower has requested that Lenders make available to Borrower a secured revolving loan facility in an initial aggregate principal amount of up to $150,000,000, the proceeds of which shall be used by Borrower to purchase certain Eligible Receivables, to pay closing expenses and for payment of fees and expenses to the Administrative Agent and Lenders, and to pay for operating expenses;

WHEREAS, Borrower is willing to grant Administrative Agent, for the benefit of the Secured Parties, a lien on and security interest in the Collateral to secure the Loan and other financial accommodations being granted by Lenders to Borrower; and

WHEREAS, Lenders are willing to make the Loan available to Borrower upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, Borrower, Administrative Agent and Lenders hereby agree as follows:

I. DEFINITIONS1.1 General Terms

(a) For purposes of the Transaction Documents and all Annexes, Schedules and Exhibits thereto, in addition to the definitions above and elsewhere in this Agreement or the other Transaction Documents, the terms listed in this Article I shall have the meanings given such terms in this Article I. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities.

Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (ii) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (iii) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (iv) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (v) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) All capitalized terms used which are not specifically defined shall have the meanings provided in Article 9 of the UCC in effect on the date hereof to the extent the same are used or defined therein.

(c) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof, including an Early Wind-Down Trigger Event, to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision or Early Wind-Down Trigger Event (or if Administrative Agent notifies Borrower that the Requisite Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

“Accession Agreement” shall mean the Accession Agreement to the Intercreditor Agreement, dated as of the Closing Date, by and among Enova, the Intercreditor Agent, Servicer, the Account Holder, Citibank, N.A., in its capacity as indenture trustee, collateral agent and collateral trustee, as applicable, NetCredit Receivables 2022, LLC, Jefferies Funding LLC, as administrative agent, NetCredit Combined Receivables 2023, LLC, Midtown Madison Management LLC, as administrative agent, NetCredit Combined Receivables 2024, LLC, NetCredit Combined Receivables A, LLC, NetCredit LOC Receivables 2024, LLC and the new party or parties to be joined to the Intercreditor Agreement (in connection with this Agreement, the Borrower, and the Administrative Agent).

“Account” shall mean, individually and collectively, the Collateral Account and any bank or other depository accounts of Borrower.

“Account Holder” shall mean Holdings, together with its successors and permitted assigns, in its capacity as such under and pursuant to the terms of the Intercreditor Agreement.

“Account Debtor” shall mean any Person or Persons that are an obligor in respect of any Receivable.

“ACH Sweep Account” shall mean each of the following accounts to which a Servicer shall direct all ACH payments, if applicable, under the applicable Portfolio Documents: (A) an account established at Axos Bank bearing the account number 890000215131 in the name of Borrower, (B) an account established at North American Banking Company bearing the account number 18056325 in the name of Borrower, (C) an account established at Veritex Community Bank bearing the account number 502090045 in the name of Borrower and (D) each Additional ACH Sweep Account; provided that no account described herein shall qualify as an “ACH Sweep Account” for purposes of this Agreement unless it is subject to an ACH Sweep Account Control Agreement.

“ACH Sweep Account Control Agreement” shall mean (A) the Deposit Account Control Agreement (Blocked), dated as of the Closing Date, by and among Administrative Agent, on behalf of the Lenders, Borrower and Axos Bank, as the depositary bank, (B) the Deposit Account Control Agreement, to be entered into by and among Administrative Agent, on behalf of the Lenders, Borrower and North American Banking Company, as the depositary bank, (C) the Deposit Account Control Agreement, to be entered into by and among Administrative Agent, on behalf of the Lenders, Borrower and Veritex Community Bank and (D) each other blocked account control agreement, satisfactory to the Administrative Agent (with the consent of the Requisite Class A Lenders and the Requisite Class B Lenders), that provides for the sole control of Administrative Agent over an Additional ACH Sweep Account.

“Additional ACH Sweep Accounts” shall mean each account established in the name of Borrower that is designated by Borrower as an ACH Sweep Account and approved in writing by Administrative Agent (with the consent of the Requisite Class A Lenders and the Requisite Class B Lenders).

“Administrative Agent” shall have the meaning assigned to it in the introductory paragraph hereof.

“Advance” shall mean any borrowing under and advance of the Loan, including, but not limited to, each Revolving Advance and any Protective Advance. Any amounts paid by Administrative Agent on behalf of Borrower under any Transaction Document shall be an Advance for purposes of this Agreement.

“Affiliate” or “affiliate” means, as to any Person, any other Person who directly or indirectly controls, is under common control with, is controlled by or is a director or officer of such Person. As used in this definition, “control” (including its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise), provided that, in any event, any Person who owns directly or indirectly ten percent (10%) or more of the securities having ordinary voting power for the election of the members of the board of directors or other governing body of a corporation or ten percent (10%) or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation, partnership or other Person.

“Agreement” shall have the meaning assigned to it in the introductory paragraph hereof.

“Amortization Period” shall mean the period beginning on the expiration or termination of the Revolving Period and continuing through the Final Maturity Date.

“Amortized Receivables Cost Basis” means the sum of the aggregate Receivable Balances due under or in respect of all Eligible Receivables pledged to Administrative Agent as Collateral hereunder or pursuant to any other Transaction Document net of any applicable draw fees (or similar upfront fees) that are netted from the cash proceeds received by the applicable Account Debtor in accordance with the Underwriting Guidelines.

“Applicable Law” shall mean any and all federal, state, local and/or applicable foreign statutes, ordinances, rules, regulations, court orders and decrees, administrative orders and decrees, and other legal requirements of any and every conceivable type applicable to the Loan, the Obligations, the Transaction Documents, Borrower, Enova, Originator, Servicer or the Collateral or any portion thereof, including, but not limited to, Credit Protection Laws, credit disclosure laws and regulations, the Fair Labor Standards Act, and all applicable state and federal usury laws.

“Approved Selection Procedures” means the allocation by Enova and its Subsidiaries of Receivables or similar financial assets among this facility, any other loan facility or similar financing arrangement that is sponsored by Enova or for which any Affiliate of Enova is an obligor, and any sales of such Receivables or similar financial assets by Enova or its Subsidiaries, whether or not to an Affiliate of Enova, in each case, on a random basis (subject to the below proviso) and pursuant to procedures that do not adversely affect the Borrower, the Lenders or the Administrative Agent, as determined by Administrative Agent (with the consent of the Requisite Class A Lenders and the Requisite Class B Lenders); provided that selection procedures that merely reflect differing eligibility criteria and excess concentration limits between this facility and other financial arrangements described above shall not be deemed to violate Approved Selection Procedures.

“Approved State” shall mean, individually and collectively, with respect to Bank Program Receivables, each state set forth on Part A of Schedule D, and with respect to State Licensed Receivables, each state set forth on Part B of Schedule D, in each case as the same may be modified from time to time as agreed to in writing by Administrative Agent (with the consent of the Requisite Class A Lenders and the Requisite Class B Lenders).

“Available Amounts” shall mean, as of any date of determination, any and all Collections on deposit in the Collateral Account.

“Backup Servicer” shall mean Carmel Solutions LLC, an Indiana limited liability company, or such other Person as Administrative Agent engages from time to time in accordance with this Agreement, all in accordance with the terms, provisions, and conditions of Backup Servicing Agreement.

“Backup Servicing Fee” shall mean any fee payable monthly by Borrower to Backup Servicer, such fee to be as specified in the applicable Backup Servicing Agreement.

“Backup Servicing Agreement” shall mean a Backup Servicing Agreement entered into by and among Servicer, Borrower and Backup Servicer, dated on or about the Closing Date, regarding the provision of certain backup servicing services by the Backup Servicer with respect to the Receivables, as the same may be amended, modified, supplemented, restated, replaced or renewed in writing from time to time.

“Bank Partner” shall mean (i) Republic Bank & Trust, (ii) TAB Bank, (iii) CC Bank and (iv) any other banking institutions approved by Administrative Agent, with the consent of the Requisite Class A Lenders and the Requisite Class B Lenders, in writing, to be an originator of any Bank Program Receivables.

“Bank Partner Call Letter” means an agreement entered into by the Borrower and/or one or more of its Affiliates, Administrative Agent and a Bank Partner, satisfactory to the Administrative Agent, the Requisite Class A Lenders and the Requisite Class B Lenders, each acting in its reasonable discretion, and pursuant to which the Administrative Agent shall have the right to (and shall, at the direction of the Requisite Lenders), following the occurrence of an Event of Default, cause title to and any retained interest in the loans originated by such Bank Partner relating to the Bank Program Receivables to be transferred to the Administrative Agent or its designee, on behalf of the Lenders.

“Bank Partner Change of Control” shall mean, with respect to a Bank Partner, any event or series of events which result in (a) a sale by such Bank Partner of all or substantially all of its assets, (b) a reorganization, consolidation, disposition or merger (or similar transaction affecting the capitalization, ownership or management of such Bank Partner) with or into another entity if after such transaction the holders of securities with more than 50% of the Bank Partner's voting power immediately prior to the transaction do not hold securities with more than 50% of the voting power of the successor entity or (c) the transfer of securities with more than 50% of the Bank Partner's voting power to a Person or group.

“Bank Program Documents” shall mean each of the Bank Program Purchase and Sale Agreements, the TAB Bank Program Agreement, the Republic Bank Program Agreement and the CC Bank Program Agreement and any other program documents entered into by an Affiliate of Borrower and a Bank Parter approved by Administrative Agent, with the consent of the Requisite Class A Lenders and the Requisite Class B Lenders, in writing, such consent not to be unreasonably withheld, conditioned or delayed.

“Bank Program Purchase and Sale Agreement” shall mean (i) the Republic Bank Purchase and Sale Agreement, (ii) the TAB Bank Participation Agreement, (iii) the CC Bank Participation Agreement and (iv) each other purchase and sale agreement, in form and substance reasonable satisfactory to Administrative Agent, pursuant to which NetCredit Finance, LLC or any of its Affiliates purchases Receivables from a Bank Partner, in each case, as amended, restated or otherwise modified from time to time in accordance with the Transaction Documents.

“Bank Program Receivable” shall mean a Receivable originated by a Bank Partner and sold to NetCredit Finance, LLC pursuant to a Bank Program Purchase and Sale Agreement and then further sold to Borrower pursuant to the applicable Purchase and Sale Agreement.

“Bank Program Receivable Eligibility Trigger Event” shall mean, as of any date of determination, the occurrence of a material change being made to the Bank Program Documents, unless such change has been consented to by the Administrative Agent, the Requisite Class A Lenders and the Requisite Class B Lenders.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. §§ 101 et. seq., as amended from time to time.

“Blocked Account Control Agreement” shall mean any of (a) the Blocked Account Control Agreement, dated as of December 14, 2016 (as amended, restated, supplemented or otherwise modified from time to time), by and among the Intercreditor Agent, the Account Holder and Veritex Community Bank (f/k/a Green Bank N.A.), as the depositary bank, or (b) any blocked account control agreement, by and among the Intercreditor Agent, the relevant account holder and the depositary bank where the related account is held, which is in form and substance reasonably acceptable to Administrative Agent.

“Borrower” shall have the meaning assigned to it in the introductory paragraph hereof.

“Borrower-Allocated Pool” shall mean, as of any date of determination, the pool of receivables consisting of each Receivable.

“Borrowing Base” means, as of any date, the sum of the Class A Borrowing Base and the Class B Borrowing Base, as applicable.

“Borrowing Base Certificate” shall mean a Borrowing Base Certificate substantially in the form of Exhibit A hereto.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in Illinois or New York City are authorized or required by law to remain closed; provided, that if the applicable Business Day relates to the determination of the Term SOFR Rate, days on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities, shall not constitute Business Days; provided that, when used in the context of a Payment Date, Business Day means any day other than a (i) a Saturday or Sunday or (ii) a day on which the Federal Reserve Bank of New York is closed.

“Cash Equivalents” shall mean (a) securities issued, or directly and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided, that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than six (6) months from the date of acquisition, (b) U.S. dollar denominated time deposits, certificates of deposit and bankers’ acceptances of (i) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000, or (ii) any bank (or the parent company of such bank) whose short-term commercial paper rating from Standard & Poor’s Ratings Services (“S&P”) is at least A‑2 or the equivalent thereof or from Moody’s Investors Service, Inc. (“Moody’s”) is at least P‑2 or the equivalent thereof in each case with maturities of not more than six months from the date of acquisition (any bank meeting the qualifications specified in clauses (b)(i) or (ii), an “Approved Bank”), (c) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a), above, entered into with any Approved Bank, (d) commercial paper issued by any Approved Bank or by the parent company of any Approved Bank and commercial paper issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating of at least A‑2 or the equivalent thereof by S&P or at least P‑2 or the equivalent thereof by Moody’s, or guaranteed by any industrial company with a long term unsecured debt rating of at least A or A2, or the equivalent of each thereof, from S&P or Moody’s, as the case may be, and in each case maturing within six months after the date of acquisition and (e) investments in money market funds substantially all of whose assets are comprised of securities of the type described in clauses (a) through (d) above.

“CC Bank” means Capital Community Bank.

“CC Bank Participation Agreement” shall mean that certain Loan Participation Agreement, dated as of January 29, 2024, by and between CC Bank and NetCredit Finance, LLC, as amended, restated or otherwise modified from time to time in accordance with the Transaction Documents.

“CC Bank Program Agreement” shall mean that certain Marketing and Program Management Agreement, dated as of January 29, 2024, by and between CC Bank and NetCredit Loan Services, LLC, as amended, restated or otherwise modified from time to time in accordance with the Transaction Documents.

“CC Bank Receivable” shall mean a Bank Program Receivable originated by CC Bank and sold to NetCredit Finance, LLC pursuant to the CC Bank Participation Agreement.

“Change in Law” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented.

“Change of Control” shall mean the occurrence of any of the following:

(a) Enova, at any time for any reason ceases to directly or indirectly own 100% of the issued and outstanding Equity Interests of Borrower, Intermediate LLC, Servicer, Seller or any Subsidiary that is a purchaser of Bank Program Receivables (as the same may be adjusted for any combination, recapitalization or reclassification into a greater or smaller number of shares or units), free and clear of all Liens, rights, options, warrants or other similar agreements or understandings (other than Liens evidenced by the Pledge Agreement); or

(b) an event or series of events by which any one “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of Enova or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 50% or more of the equity securities of Enova entitled to vote for members of the board of directors or equivalent governing body of Enova on a fully-diluted basis.

“Charter and Good Standing Documents” shall mean, for the applicable Person, (a) a copy of the certificate of incorporation, certificate of formation, statutory certificate of trust or other applicable charter document certified as of a date not more than thirty (30) days before the Closing Date or such other specified date by the applicable Governmental Authority of the jurisdiction of incorporation of such Person, (b) a copy of the bylaws, operating agreement, trust agreement or other applicable organizational document certified as of the Closing Date or such other specified date by an authorized officer or member of such Person, (c) an original certificate of good standing or existence, as applicable, as of a date not more than thirty (30) days before the Closing Date or such other specified date issued by the applicable Governmental Authority of the jurisdiction of incorporation of such Person and of every other jurisdiction in which such Person is otherwise required to be in good standing, and (d) copies of the resolutions of the Board of Directors (or other applicable governing body or trustee) and, if required, stockholders or other equity owners authorizing the execution, delivery and performance of the Transaction Documents to which such Person, as applicable, is a party, certified by an authorized officer or member of such Person as of the Closing Date or such other specified date.

“Claims” shall have the meaning assigned to such term in Section 12.4.

“Class” when used in reference to any Revolving Advance, refers to whether such Revolving Advance is a Class A Advance or Class B Advance and when used in reference to any Lender, refers to whether such Lender is a Class A Lender or Class B Lender.

“Class A Advance” has the meaning assigned to that term in Section 2.1(a).

“Class A Availability” shall mean, at any date of determination, the lesser of (a) the Class A Borrowing Base or (b) the aggregate of the Revolving Commitments of all Class A Lenders, minus, in each case, the aggregate principal balance of the outstanding Class A Advances.

“Class A Borrowing Base” means, as of any date, the sum of (1) the lesser of (A) the product of (x) sixty eight and three-fourths percent (68.75%) minus the Class A Lenders’ Pro Rata Share of any Funding Rate Adjustment and (y) the sum of the aggregate Receivable Balances due under or in respect of all Eligible Receivables pledged to Administrative Agent as Collateral hereunder or pursuant to any other Transaction Document and (B) the product of (x) seventy-five percent (75.00%) minus the Class A Lenders’ Pro Rata Share of any Funding Rate Adjustment and (y) the Amortized Receivables Cost Basis, plus (2) the aggregate amount of Excess Collections on deposit in the Collateral Account, minus (3) the Class A Lenders’ Pro Rata Share of the Excess Concentration Amounts.

“Class A Interest Rate” shall have the meaning assigned to such term in the Class A Side Letter.

“Class A Notes” means each Note issued to a Class A Lender pursuant to Section 2.1(b).

“Class A Lender” means (i) the Initial Class A Lender and its successors and assigns and (ii) any Lender designated as a Class A Lender in Schedule I and any permitted assignee of such Lender.

“Class A Required Principal Payment” shall mean, as of any date of determination, the amount by which the aggregate outstanding principal balance of the Class A Advances exceeds the then applicable Class A Borrowing Base, or such greater amount as shall be specified by the Borrower as of any Payment Date.

“Class A Side Letter” shall mean that certain letter agreement, dated as of the Closing Date, between the Borrower and the Initial Class A Lender.

“Class B Advance” has the meaning assigned to that term in Section 2.1(a).

“Class B Availability” shall mean, at any date of determination, the lesser of (a) the Class B Borrowing Base or (b) the aggregate of the Revolving Commitments of all Class B Lenders, minus, in each case, the aggregate principal balance of the outstanding Class B Advances.

“Class B Borrowing Base” means, as of any date, the sum of (1) the lesser of (A) the product of (x) thirteen and three-fourths percent (13.75%) minus the Class B Lenders’ Pro Rata Share of any Funding Rate Adjustment and (y) the sum of the aggregate Receivable Balances due under or in respect of all Eligible Receivables pledged to Administrative Agent as Collateral hereunder or pursuant to any other Transaction Document and (B) the product of (x) fifteen percent (15.00%) minus the Class B Lenders’ Pro Rata Share of any Funding Rate Adjustment and (y) the Amortized Receivables Cost Basis, plus (2) the aggregate amount of Excess Collections on deposit in the Collateral Account, minus (3) the Class B Lenders’ Pro Rata Share of the Excess Concentration Amounts.

“Class B Interest Rate” shall have the meaning assigned to such term in the Class B Side Letter.

“Class B Notes” means each Note issued to a Class B Lender pursuant to Section 2.1(b).

“Class B Lender” means (i) the Initial Class B Lender and its successors and assigns and (ii) any Lender designated as a Class B Lender in Schedule I and any permitted assignee of such Lender.

“Class B Required Principal Payment” shall mean, as of any date of determination, the amount by which the aggregate outstanding principal balance of the Class B Advances exceeds the then applicable Class B Borrowing Base, or such greater amount as shall be specified by the Borrower as of any Payment Date.

“Class B Side Letter” shall mean that certain letter agreement, dated as of the Closing Date, between the Borrower and the Initial Class B Lender.

“Closing” shall mean the satisfaction, or written waiver by Administrative Agent and Lenders, of all of the conditions precedent set forth in this Agreement required to be satisfied prior to the consummation of the transactions contemplated hereby.

“Closing Date” shall mean the date of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and all rules and regulations promulgated thereunder.

“Collateral” shall have the meaning assigned to such term in Section 2.8 of this Agreement.

“Collateral Account” shall mean that certain account at Collateral Account Bank, held in the name of Borrower, with account number 5601545031, or such other replacement account acceptable to Administrative Agent (with the consent of the Requisite Class A Lenders and the Requisite Class B Lenders). The Collateral Account shall be a non-interest bearing account, and the funds in the Collateral Account shall remain uninvested.

“Collateral Account Bank” shall mean Banc of California, a California state chartered bank.

“Collection Receipt Accounts” shall mean the accounts (1) bearing account number 5501156086, held by the Account Holder on behalf of the Servicer at Veritex Community Bank, (2) bearing account number 5501156102, held by CNU Online Holdings, LLC at Veritex Community Bank (RBT collections); (3) bearing account number 55501637473, held by NetCredit Loan Services, LLC at Veritex Community Bank (TAB collections); (4) bearing account number 5501197254, held by NC Financial Solutions of Utah LLC, LLC at Veritex Community Bank (Direct collections); (5) bearing account number 5501916166, held by NetCredit Loan Services, LLC at Veritex Community Bank (CCB Collections); (6) bearing account number 5501156987, held by CNU Online Holdings, LLC at Veritex Community Bank and (7) any other account (other than the Wells Fargo Account) designated by Servicer in a notice to Administrative Agent as an account into which Collections may be deposited, in each case (1) - (7) above, to the extent such account is (prior to, and as a condition precedent to, any amounts being deposited therein) subject to a Blocked Account Control Agreement and the Intercreditor Agreement, and for which the Account Debtor may (once such account is subject to a Blocked Account Control Agreement and the Intercreditor Agreement) remit all payments under its applicable Receivable other than ACH payments, which shall be remitted to the Collateral Account.

“Collections” shall mean, individually and collectively, as it relates to any and all Receivables, (a) all Scheduled Payments, fees, principal, prepayments (both voluntary and mandatory), or late charges collected from or on behalf of the Account Debtors on the Receivables, (b) all amounts received pursuant to a Permitted Securitization related to Collateral released in connection therewith, (c) all liquidation proceeds collected from the sale or disposition of any Receivable and/or any property related thereto, whether to a third party purchaser or an Affiliate of Borrower and (d) any and all proceeds of Collateral and/or other amounts received of any and every description payable to Borrower by or on behalf of such Account Debtor pursuant to the applicable Receivable, the related Portfolio Documents, or any other related documents or instruments, including, but not limited to, judgment awards or settlements, and refinancing proceeds.

“Commitment Increase” means a request by Borrower to increase the Revolving Commitments pursuant to and in accordance with Section 2.12(a).

“Commitment Increase Request” means the notice in the form of Exhibit G pursuant to which the Borrower requests a Commitment Increase.

“Competitor” shall mean (i) each Person identified on Schedule G hereto and (ii) any Person engaged in a substantially similar business as Borrower, Seller and/or Enova.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Contingent Obligations” shall mean, as to any Person, any obligation of such Person guaranteeing any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (d) otherwise to assure or to hold harmless the owner of such primary obligation against loss in respect thereof, provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Contract Right” shall mean any right of Borrower to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yet earned by performance.

“Credit Protection Laws” means all federal, state and local laws in respect of the business of extending credit to borrowers, including the Truth in Lending Act (and Regulation Z promulgated thereunder), Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, GLBA, Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, anti-discrimination and fair lending laws, laws relating to servicing procedures or maximum charges and rates of interest, and other similar laws, each to the extent applicable, and all applicable regulations in respect of any of the foregoing.

“Data” shall have the meaning assigned to it in the Data and Reporting Guidelines.

“Data and Reporting Guidelines” shall mean, the guidelines set forth in Exhibit I attached hereto, as such Exhibit may be amended from time to time upon request by Administrative Agent with the consent of Borrower.

“Debtor Relief Law” shall mean, collectively, the Bankruptcy Code and all other United States or foreign applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws from time to time in effect affecting the rights of creditors generally, as amended from time to time.

“Default” shall mean any event, fact, circumstance or condition that, with the giving of applicable notice or passage of time, if any, or both, would constitute or be or result in an Event of Default.

“Default Rate” shall have the meaning assigned to such term in the Class A Side Letter or the Class B Side Letter, as applicable.

“Defaulted Receivable” shall mean a Serviced Receivable that (i) has been (or should have been, in accordance with the Servicing Policy) specifically and separately reserved against by any Originator, Servicer, Borrower or the applicable owner thereof or deemed charged-off or non-collectible by any such Person in accordance with the Servicing Policy, (ii) at any point is sixty-five (65) days or more past due, or (iii) unless otherwise approved by Administrative Agent in writing (with the consent of the Requisite Class A Lenders and the Requisite Class B Lenders), for which Servicer or Borrower or any Affiliate of Servicer or Borrower shall have been notified that the related Account Debtor shall have engaged in fraud in connection with such Serviced Receivable, become deceased or become the subject of a proceeding under a Debtor Relief Law.

“Delinquent Receivable” shall mean any Serviced Receivable which is one (1) to sixty-four (64) days past due and is not a Defaulted Receivable; provided that any Serviced Receivable that is subject to a Permitted Modification, as described in clause (iv) of Schedule F attached hereto, shall not be a Delinquent Receivable unless such Serviced Receivable remains past due following its updated Scheduled Payment Date and at such time the days past due shall be calculated as of the corresponding original Scheduled Payment Date.

“Dollars” and “$” shall mean lawful money of the United States of America.

“Due Date Adjustment” shall mean, with respect to a Receivable and a related Account Debtor, the reset of a Scheduled Payment Date in accordance with the Servicing Policy.

“Due Period” shall mean, with respect to each Payment Date, the immediately preceding calendar month.

“Early Wind-Down Trigger Event” shall mean the occurrence of either of the following:

(a) a Level 2 Performance Trigger; or

(b) any “default”, “event of default”, “amortization event” or similar event resulting from the failure to make any payment when due or failure to meet any collateral or performance trigger or covenant under any loan agreement, credit agreement or similar financing agreement evidencing any material Indebtedness under which Enova or any of its direct or indirect Subsidiaries is a borrower or secured guarantor which permits the holder of such material Indebtedness to cease funding or making advances under such agreement, or accelerate payments or collections thereunder, in each case other than any warehouse or credit facilities or securitization facilities which are both (x) non-recourse to Enova and its direct or indirect Subsidiaries, and (y) not secured by any “NetCredit” product offered by Enova or its direct or indirect Subsidiaries.

An Early Wind-Down Trigger Event shall exist upon the occurrence of any of the foregoing and shall continue unless and until waived by Administrative Agent.

“E-Fax” means any system used to receive or transmit faxes electronically.

“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by electronic mail (“e-mail”) or E-Fax, or otherwise to or from an electronic system or other equivalent service.

“Eligible Receivable” shall mean a Receivable that meets all of the following requirements:

(a) payments under such Receivable are due in Dollars and the Portfolio Documents do not permit the currency in which such Receivable is payable to be changed, and all previous payments have been made by the related Account Debtor and not by Originator, Servicer, Borrower or any Affiliate thereof;

(b) the Account Debtor with respect to such Receivable (a) shall (i) have personal recourse for all amounts owed with respect to such Receivable, (ii) be a natural person that is at least eighteen years of age and not be a Governmental Authority and (ii) have a United States social security or taxpayer identification number, (b) is not an officer, director, manager or employee of Seller, the Servicer or any of their Subsidiaries or Affiliates and (c) is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Code (i.e. no Account Debtor is a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Code and regulations promulgated thereunder); provided however, United States military employees and personnel living, working or deployed outside of the United States shall not be excluded or deemed a “foreign person” described above;

(c) such Receivable was acquired by Borrower pursuant to a Purchase and Sale Agreement, Borrower has paid the full amount of the Purchase Price for such Receivable in accordance with the applicable Purchase and Sale Agreement (as defined therein), such Receivable is 100% owned directly by Borrower, no other Person (other than Borrower and Administrative Agent, for the benefit of the Lenders) owns or claims any legal or beneficial interest therein or lien thereon, and such Receivable does not represent a fractional, participation or partial interest in a Receivable (for the avoidance of doubt, the nature of the TAB Bank Receivables as participation interests in a Program Loan (as defined in the TAB Bank Program Agreement) shall not cause such TAB Bank Receivables to be out of compliance with this clause (c) and the nature of the CC Bank Receivables as participation interests in a Loan (as defined in the CC Bank Program Agreement) shall not cause such CC Bank Receivables to be out of compliance with this clause (c));

(d) Payments in respect of such Receivable shall be due and payable no less frequently than once per month; (e) such Receivable shall be a State Licensed Receivable or Bank Program Receivable.

(f) such Receivable and all related Portfolio Documents shall have been duly authorized, shall be in full force and effect and shall represent a legal, or valid and binding and absolute and unconditional payment obligation of the applicable Account Debtor enforceable against such Account Debtor in accordance with its terms for the amount outstanding thereof without any right of cancellation, rescission, offset, counterclaim, dispute, discount, adjustment or defense, except to the extent that enforceability may be limited by Debtor Relief Laws and general principles of equity, and is not contingent in any respect for any reason, there are no conditions precedent to the enforceability or validity of the Receivable that have not been satisfied or waived, and the Account Debtor has no bona fide claim against Borrower or Originator or any Affiliate thereof, and there are no restrictions or prohibitions on the sale, transfer, or assignment of such Receivable by the holder thereof as of any date of determination, and all statutory or other applicable cancellation or rescission periods related thereto have expired;

(g) the promissory note and all other Portfolio Documents requiring the signature of an Account Debtor were executed by the applicable Account Debtor via a power of attorney with a digital or electronic signature in accordance with the Uniform Electronic Transaction Act or, as applicable to the jurisdiction governing such promissory note or Portfolio Documents, the Electronic Signatures in Global and National Commerce Act (E-Sign Act), including all consumer consent and other applicable provisions thereof;

(h) all amounts and information in respect of such Receivable furnished by Borrower or Servicer to Administrative Agent shall be true and correct in all material respects as of the date such information is furnished and, to the knowledge of the Borrower, is undisputed by the Account Debtor thereon or any guarantor thereof;

(i) the Portfolio Documents with respect to such Receivable (x) shall be in the form of Portfolio Documents provided to Administrative Agent on or prior to the Closing Date and attached hereto as Exhibit H, as such form may be modified from time to time; provided that if such modification is reasonably expected to be material and adverse to the interests of Administrative Agent or the Lenders, such modification shall have been made with the written consent of Administrative Agent (with the consent of the Requisite Class A Lenders and the Requisite Class B Lenders), and (y) do not prohibit or restrict any sale, assignment, transfer or pledge thereof to any Person;

(j) such Receivable represents an undisputed, bona fide transaction in the ordinary course of Originator’s and Seller’s business and completed in accordance with the terms and provisions contained in the related Portfolio Documents;

(k) the Account Debtor with respect to such Receivable (i) is not the subject of any proceeding under any Debtor Relief Law and (ii) to the actual knowledge of the Borrower, Seller, the Servicer, any Originator or Enova, shall not have engaged in fraud in connection with such Receivable;

(l) such Receivable shall not be an installment loan; (m) such Receivable shall have been originated, serviced and administered in accordance with the Underwriting Guidelines and Servicing Policy, as applicable and shall be subject to the Servicing Agreement;

(n) if such Receivable is a Bank Program Receivable, (i) such Receivable shall have been originated in accordance with the applicable Bank Program Documents, (ii) a Bank Program Receivable Eligibility Trigger Event shall not have occurred and be continuing, and (iii) a Bank Partner Change of Control shall not have occurred (provided that, with respect to this subclause (iii), any Bank Program Receivables pledged as Collateral prior to the occurrence of such Bank Partner Change of Control shall remain Eligible Receivables, and this limitation shall only apply to Bank Program Receivables pledged or proposed to be pledged after the occurrence of such Bank Partner Change of Control);

(o) such Receivable is not a Defaulted Receivable and shall not otherwise have been deemed a charged-off or defaulted receivable by Servicer in accordance with the Servicing Policy, Servicer’s standard practices and/or the Servicing Agreement at any time;

(p) if the Account Debtor with respect to such Receivable is a member of the military or a “covered borrower” under the Military Lending Act, such Receivable shall have been originated in accordance with the Military Lending Act;

(q) no instrument of release or waiver has been executed by Borrower, Servicer or any Affiliate thereof in connection with any Portfolio Document related to such Receivable, and the Account Debtor has not been released from its obligations under such Receivable in whole or in part;

(r) such Receivable shall not have been modified in any way to alter or obscure its status as an Ineligible Receivable after having been substituted with an Eligible Receivable (for the avoidance of doubt, this clause shall not include Permitted Modifications as described in clauses (iii) – (vii) of such definition);

(s) other than Permitted Modifications as described in clauses (iii) – (vii) of such definition, such Receivable and the related Portfolio Documents shall not have been amended, modified or waived from their original terms;

(t) (i) such Receivable (and all Portfolio Documents entered into in connection therewith), the origination thereof by Originator, the purchase by Seller from Originator and the acquisition thereof by the Borrower from Seller or an Originator shall comply in all material respects with all Applicable Laws, and (ii) the servicing and administration of such Receivable by Servicer shall comply in all material respects with all Applicable Laws;

(u) such Receivable shall not be subject to (i) a Level One Regulatory Event, unless such Receivable was originated prior to the date of the applicable written notice, law, rule or regulation and such written notice, law, rule or regulation specifies that such Level One Regulatory Event shall not have an effect on the ability of any Person to hold, own, service, collect, pledge or enforce Receivables originated prior to such date or (ii) a Level Two Regulatory Event; (v) no portion of any Scheduled Payment for such Receivable shall be (i) delinquent at the time such Receivable is pledged as Collateral or (ii) more than thirty-one (31) days delinquent;

(w) the original principal balance of such Receivable does not exceed $7,000;

(x) none of Originator, Servicer, Borrower, nor any Affiliate thereof shall be engaged in any adverse proceeding or other adverse litigation with the applicable Account Debtor related to such Receivable;

(y) such Receivable shall not be evidenced by a judgment or have been reduced to judgment;

(z) the Portfolio Documents with respect to such Receivable do not constitute “electronic chattel paper” (as such term is defined in the UCC) and such Receivable constitutes an “account”, a “payment intangible” or proceeds thereof and is not an “instrument”, “electronic chattel paper” or “chattel paper” (as each such term is defined in the UCC);

(aa) the representations and warranties of (i) Seller or Originator, as applicable, made with respect to such Receivable in the applicable Purchase and Sale Agreement, and (ii) the applicable Bank Partner made with respect to such Receivable in the applicable Bank Program Purchase and Sale Agreement were true and correct when made in each instance, as applicable;

(bb) such Receivable is not an Ineligible Receivable;

(cc) such Receivable shall have been originated exclusively for consumer purposes and not commercial purposes;

(dd) such Receivable shall not be a “Credit Counseling Receivable” (as defined in the Servicing Policy);

(ee) such Receivable was originated or purchased by Enova or its Subsidiary and constitutes a “NetCredit” product offered by Enova or such Subsidiary, and is not a “CashNetUSA”, “Headway Capital” or “Business Backer” product offered by Enova and its Subsidiaries;

(ff) (a) such Receivable is subject to a required minimum principal payment by the related Account Debtor for the applicable period of at least 5.0% of the Receivable Balance for monthly pay Receivables or at least 2.5% of the Receivable Balance for bi-weekly and semi-monthly pay Receivables unless the outstanding Receivable Balance is less than or equal to $100 for monthly pay Receivables or $50 for bi-weekly and semi-monthly pay Receivables, then required minimum principal payment will equal Receivable Balance of such Receivable;

(gg) the Account Debtor related to such receivable resided in or was domiciled in an Approved State as of the time such Person became an Account Debtor; and

(hh) if such Receivable was sold, transferred or assigned to Borrower by an Originator, such Originator is 100% owned directly or indirectly by Enova.

“Enova” means Enova International, Inc., a Delaware corporation.

“Equity Interests” shall mean, with respect to any Person, its equity ownership interests, its common stock and any other capital stock or other equity ownership units of such Person authorized from time to time, and any other shares, options, interests, participations or other equivalents (however designated) of or in such Person, whether voting or nonvoting, including common stock, options, warrants, preferred stock, phantom stock, membership units (common or preferred), stock appreciation rights, membership unit appreciation rights, convertible notes or debentures, stock purchase rights, membership unit purchase rights and all securities convertible, exercisable or exchangeable, in whole or in part, into any one or more of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

“Event of Default” shall mean the occurrence of any event defined as such set forth in Article VIII.

“Excess Collections” shall mean, as of any date that is one day prior to any date of determination, an amount equal to the Available Amounts on such date, solely to the extent such Available Amounts are in excess of (x) the amounts necessary to satisfy an amount equal to all estimated accrued and unpaid interest, Unused Additional Interest, Servicing Fees, Backup Servicing Fees and known expenses that will be payable on the next Payment Date pursuant to Section 2.4(a) multiplied by (y) 1.5.

“Excess Concentration Amount” shall mean, without duplication, the aggregate Receivable Balance of Eligible Receivables that cause the applicable Excess Concentration Limits to not be met.

“Excess Concentration Limits” shall mean the following limitations:

(a) No more than ten percent (10%) (as determined by aggregate Receivables Balance) of the Financed Portfolio shall consist of Receivables for which the Account Debtors have a Vantage Score of less than 520;

(b) No more than ten percent (10%) (as determined by aggregate Receivables Balance) of the Financed Portfolio shall consist of Receivables for which the Account Debtors do not have a Vantage Score;

(c) No more than fifteen percent (15%) (as determined by aggregate Receivables Balance) of the Financed Portfolio shall have been subject to a Permitted Modification;

(d) No more than 25.0% (as determined by aggregate Receivable Balance) of the Financed Portfolio shall consist of Receivables for which the Account Debtor resides (at the Origination Date of such Receivable) in the state having the largest concentration (as determined by aggregate Receivable Balance) of the Financed Portfolio;

(e) No more than 20.0% (as determined by aggregate Receivable Balance) of the Financed Portfolio shall consist of Receivables for which the Account Debtor resides (at the Origination Date of such Receivable) in the state having the second largest concentration (as determined by aggregate Receivable Balance) of the Financed Portfolio;

(f) The average original outstanding principal balance of the Financed Portfolio shall be less than $4,000;

(g) The non-zero weighted average Vantage Score of the related Account Debtors of Receivables in the Financed Portfolio shall be greater than 570;

(h) The weighted average Net Income of Account Debtors in the Financed Portfolio shall be greater than $35,000;

(i) The weighted average payment-to-income ratio of all related Account Debtors of Receivables in the Financed Portfolio (determined and calculated in accordance with the Underwriting Guidelines) shall be less than or equal to fifteen percent (15%); and

(j) Such other limits as may be set forth in the Class A Side Letter and Class B Side Letter.

“Excess Spread Percentage” shall mean, with respect to any calendar month, for any Tested Pool, the amount, expressed as a percentage, equal to (a) the Monthly Annualized Yield for such Tested Pool for such calendar month minus (b) the sum of (i) the Monthly Annualized Net Default Ratio for such Tested Pool for such calendar month and (ii) the servicing fees payable to Servicer for such calendar month with respect to Serviced Receivables included in such Tested Pool.

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

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to the Administrative Agent and any Lender (each a “Recipient”) or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in the Loan or Revolving Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Revolving Commitment or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 13.8, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 13.8(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Exigent Circumstances" shall have the meaning assigned to it in Section 11.3(f).

“Fair Valuation” shall mean the determination of the value of the consolidated assets of a Person on the basis of the amount which may be realized by a willing seller within a reasonable time through collection or sale of such assets at market value on a going concern basis to an interested buyer who is willing to purchase under ordinary selling conditions in an arm’s length transaction.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

“Federal Funds Rate” shall mean, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Administrative Agent on such day on such transactions as determined by Administrative Agent.

“Final Maturity Date” shall mean the earliest to occur of (a) the three-year anniversary of the Closing Date, and (b) the date on which all Obligations shall have been paid in full (other than contingent indemnification obligations for which a claim has not been asserted).

“Financed Portfolio” shall mean, on any date of determination, all Eligible Receivables included within the calculation of the Borrowing Base as set forth in the most recently-delivered Borrowing Base Certificate delivered to Administrative Agent by Borrower.

“Financial Covenant” shall have the meaning assigned to it in Section 6.17(d).

“Funding Rate Adjustment” means (i) following the occurrence of a Level 1 Performance Trigger, 5.0% or (ii) if no Level 1 Performance Trigger has occurred or if a Level 1 Performance Trigger has occurred, but such trigger is no longer in effect and no Level 1 Performance Trigger has been in effect for a period of at least three months, 0%.

“GAAP” means generally accepted accounting principles in the United States set forth in the statements and pronouncements of the Financial Accounting Standards Board, that are applicable to the circumstances as of the date of determination, consistently applied.

“GLBA” shall mean, collectively, Title V – Privacy – of the Gramm-Leach-Bliley Act, P.L. 106-102 and the standards for safeguarding customer information set forth in 12 C.F.R. Part 364 and 16 C.F.R. Part 314, all as amended, supplemented or interpreted in writing by federal Governmental Authorities.

“Governmental Authority” shall mean any federal, state, municipal, national, local or other governmental department, court, commission, board, bureau, agency or instrumentality or political subdivision thereof, including any attorney general or agency related thereto, or any entity or officer exercising executive, legislative or judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case, whether of the United States or a state, territory or possession thereof, a foreign sovereign entity or country or jurisdiction or the District of Columbia.

“Holdings” shall mean CNU Online Holdings, LLC, a Delaware limited liability company.

“Increase Effective Date” has the meaning specified in Section 2.12(d).

“Increase Request Date” has the meaning specified in Section 2.12(a).

“Indebtedness” of any Person shall mean, without duplication, (a) all items which, in accordance with GAAP, would be included in determining total liabilities as shown on the liability side of the balance sheet of such Person as of the date as of which Indebtedness is to be determined, including any lease which, in accordance with GAAP would constitute Indebtedness, (b) all indebtedness secured by any mortgage, pledge, security, Lien or conditional sale or other title retention agreement to which any property or asset owned or held by such Person is subject, whether or not the indebtedness secured thereby shall have been assumed, (c) all indebtedness of others which such Person has directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business), discounted or sold with recourse or agreed (contingently or otherwise) to purchase or repurchase or otherwise acquire, or in respect of which such Person has agreed to supply or advance funds (whether by way of loan, Equity Interests, equity or other ownership interest purchase, capital contribution or otherwise) or otherwise to become directly or indirectly liable and (d) any Contingent Obligations.

“Indemnified Person” shall have the meaning assigned to it in Section 12.4 hereof.

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Transaction Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Ineligible Delinquent Receivable” shall mean any Delinquent Receivable which is thirty-two (32) to sixty-four (64) days past due.

“Ineligible Receivable” shall mean any Receivable that (a) must be repurchased by Seller or the applicable Originator under the applicable Purchase and Sale Agreement because of a breach by Seller or such Originator of a related representation or warranty, (b) must be repurchased by the Bank Partner because of a breach by Bank Partner of a related representation or warranty, or (c) subsequent to such Receivable being pledged to Administrative Agent as Collateral pursuant to this Agreement, fails to meet any or all of the requirements to be an Eligible Receivable.

“Initial Advance” shall mean the first Revolving Advances to be made under this Agreement.

“Initial Lenders” has the meaning assigned to such term in the introduction to this Agreement.

“Intercreditor Agent” shall mean Citibank, N.A., in its capacity as the “Intercreditor Agent” under and pursuant to the terms of the Intercreditor Agreement.

“Intercreditor Agreement” shall mean the Amended and Restated Intercreditor Agreement re Collection Receipt Accounts, dated as of October 17, 2019 (as amended, restated, supplemented or otherwise modified from time to time), by and among Enova, Servicer, the Account Holder, NetCredit Receivables 2022, LLC, Jefferies Funding LLC, as administrative agent, NetCredit Combined Receivables 2023, LLC, NetCredit Combined Receivables 2024, LLC, NetCredit Combined Receivables A, LLC, NetCredit LOC Receivables 2024, LLC, Midtown Madison Management LLC, as administrative agent, Citibank, N.A., as indenture trustee, collateral agent and collateral trustee, as applicable, and the Intercreditor Agent, and such other Persons as have and may become parties thereto by executing an Accession Agreement.

“Interest Period” shall mean (i) with respect to the initial Interest Period, the period from the Closing Date through and including the last day of the calendar month immediately following the calendar month in which the Closing Date occurs and (ii) thereafter, each calendar month.

“Interest Rate” shall mean, subject to Section 3.2 and the Default Rate set forth therein (as applicable), with respect to the Class A Advances, the Class A Interest Rate and with respect to the Class B Advances, the Class B Interest Rate.

“Intermediate LLC” means NetCredit LOC Funding 2025, LLC, a Delaware limited liability company.

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

“Lenders” shall have the meanings assigned to them in the introductory paragraph hereof.

“Lender Addition Agreement” shall have the meaning assigned to it in Section 12.2(a) hereof.

“Lender Register” shall have the meaning assigned to it in Section 12.2(c) hereof.

“Level 1 Performance Trigger” means that:

(a) with respect to any Tested Pool, as of the end of any calendar month beginning with July 2025, the three-month weighted average Monthly Annualized Net Default Ratio for such Tested Pool for the most recently completed three (3) calendar month period (including such calendar month) is greater than seventy-five percent (75.0%); provided that the first month of testing with respect to the Borrower-Allocated Pool shall be November 2025;

(b) with respect to any Tested Pool, as of the end of any calendar month beginning with July 2025, the three-month weighted average Monthly Delinquency Ratio for such Tested Pool for the most recently completed three (3) calendar month period (including such calendar month) is greater than fifteen percent (15.0%); provided that the first month of testing with respect to the Borrower-Allocated Pool shall be November 2025; or

(c) with respect to any Tested Pool, as of the end of any calendar month beginning with July 2025, the three-month weighted average Excess Spread Percentage for such Tested Pool for the most recently completed three (3) calendar month period (including such calendar month) is less than ten percent (10.0%); provided that the first month of testing with respect to the Borrower-Allocated Pool shall be November 2025.

“Level 2 Performance Trigger” means that:

(a) as of the end of any calendar month beginning with November 2025, the three-month weighted average Monthly Annualized Net Default Ratio for the Borrower-Allocated Pool for the most recently completed three (3) calendar month period (including such calendar month) is greater than eighty percent (80.0%);

(b) as of the end of any calendar month beginning with November 2025, the three-month weighted average Monthly Delinquency Ratio for the Borrower-Allocated Pool for the most recently completed three (3) calendar month period (including such calendar month) is greater than seventeen and one-half percent (17.5%); or

(c) as of the end of any calendar month beginning with November 2025, the three-month weighted average Excess Spread Percentage for the Borrower-Allocated Pool for the most recently completed three (3) calendar month period (including such calendar month) is less than five percent (5.0%).

“Leverage Ratio” shall mean, with respect to Enova and its Subsidiaries on a consolidated basis, as of any date of determination, the ratio of (a) the total Indebtedness minus the amounts of any obligations outstanding under any Permitted Receivables Financing to (b) the total shareholders’ equity, as provided on the balance sheet of Enova and its Subsidiaries on a consolidated basis prepared in accordance with GAAP.

“Lien” shall mean any mortgage, deed of trust, deed to secure debt, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or any lease in the nature thereof), or any other arrangement pursuant to which title to the property is retained by or vested in some other Person for security purposes.

“Liquidity” shall mean, as of any date of determination, an amount equal to the sum of (a) Enova’s Qualified Cash on such date plus (b) unused availability under any committed senior Indebtedness of Enova and its consolidated Subsidiaries that is able to be drawn upon on such date of determination and distributed to Enova without the pledge of additional collateral to secure such Indebtedness.

“Loan” shall mean, collectively, each Revolving Advance (including the Initial Advance), any Protective Advances or other Advances by Administrative Agent or Lenders pursuant to the terms hereof, and all Obligations related thereto.

“Loan Balance” shall mean, with respect to the Loan at any time, the amount equal to (a) the sum of all Advances, minus (b) the aggregate amount of principal repayments on such Advances.

“Material Adverse Effect” or “Material Adverse Change” shall mean any development, event, condition, obligation, liability or circumstance or set of events, conditions, obligations, liabilities or circumstances or any change(s) which has, had or reasonably could be expected to have a material adverse effect upon or change in:

(a) the legality, validity or enforceability of any Transaction Document, (ii) the perfection or priority of any Lien granted to Administrative Agent or any Lender under any of the Security Documents, (iii) the rights and remedies of Administrative Agent under any Transaction Document or (iv) the value, validity, enforceability or collectability of the Receivables or any of the other Collateral;

(b) the business, operations, properties, assets, liabilities or condition (financial or otherwise) of Enova, any Originator or Borrower; or

(c) the ability of Enova or Borrower to perform any of the Obligations or its other obligations, or to consummate the transactions, under the Transaction Documents.

“Maximum Loan Amount” shall mean an amount equal to the lesser of (a) $150,000,000 and (b) the aggregate amount of the Revolving Commitments held by all of the Lenders.

“Monthly Annualized Yield” shall mean, with respect to any calendar month, for any Tested Pool, the ratio, expressed as a percentage, (i) the numerator of which is (a) (x) all fee collections received on the Serviced Receivables in such Tested Pool during such calendar month; provided that no collections of principal will be included in this amount, minus (y) the interest accrued by the Borrower on any Indebtedness secured by such Serviced Receivables in such Tested Pool during such calendar month in accordance with this Agreement or the agreements governing such Indebtedness, as applicable; and the denominator of which is (b) the average Receivable Balance of all Serviced Receivables in such Tested Pool during such calendar month times (ii) 12.

“Monthly Collateral and Servicing Report” shall mean each monthly report prepared by Borrower substantially in the form of Exhibit C attached hereto, or as otherwise approved by Administrative Agent (with the consent of the Requisite Class A Lenders and the Requisite Class B Lenders).

“Monthly Delinquency Ratio” shall mean, with respect to any calendar month, for any Tested Pool, the ratio, expressed as a percentage, the numerator of which is (a) the aggregate Receivable Balance of Serviced Receivables in such Tested Pool that are Ineligible Delinquent Receivables at the end of such month; and the denominator of which is (b) the average Receivable Balance of all Serviced Receivables in such Tested Pool during such calendar month.

“Monthly Annualized Net Default Ratio” shall mean, with respect to any calendar month, for any Tested Pool, the product of 12 times the ratio, expressed as a percentage, the numerator of which is (a) the sum of (i) the aggregate Receivable Balance of all Serviced Receivables in such Tested Pool that became Defaulted Receivables during such month (calculated as of the date each such Serviced Receivable in such Tested Pool became a Defaulted Receivable hereunder) minus (ii) Recovery Amounts received during such calendar month with respect to Serviced Receivables in such Tested Pool; and the denominator of which is (b) the average Receivable Balance of all Serviced Receivables in such Tested Pool during such calendar month.

“Net Income” shall mean the net income (or loss) of any Person for such period taken as a single accounting period determined by reference to GAAP.

“NCLS” shall mean NetCredit Loan Services, LLC, a Delaware limited liability company.

“Non-Funding Lender” shall have the meaning assigned to it in Section 13.7.

“Note(s)” shall have the meaning assigned to it in Section 2.1(b).

“Obligations” shall mean, without duplication, all present and future obligations, Indebtedness and liabilities of Borrower to Administrative Agent and Lenders at any time and from time to time of every kind, nature and description, direct or indirect, secured or unsecured, joint and several, absolute or contingent, due or to become due, matured or unmatured, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, under any of the Transaction Documents or otherwise relating to this Agreement, any Notes, including interest, all applicable fees, charges and expenses and/or all amounts paid or advanced by Administrative Agent or a Lender on behalf of or for the benefit of Borrower for any reason at any time, and including, in each case, obligations of performance as well as obligations of payment and interest that accrue after the commencement of any proceeding under any Debtor Relief Law by or against Borrower.

“OFAC” shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.

“Origination Date” shall mean the date of the closing and funding of the applicable Receivable between the Originator and the applicable Account Debtor.

“Originator” shall mean, individually and collectively, (i) with respect to any Bank Program Receivable, Bank Partner, and any other banking institution which is approved by Administrative Agent in writing, (with the consent of the Requisite Class A Lenders and the Requisite Class B Lenders), to be an originator of any Bank Program Receivables, and (ii) with respect to State Licensed Receivables, the Subsidiaries of Enova holding the applicable state licenses or permits described in Schedule E attached hereto.

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in the Loan or any Note or other Transaction Document).

“Other Lender” shall have the meaning assigned to it in Section 13.7.

“Other Taxes” shall have the meaning assigned to in Section 13.8(b).

“Participant” shall have the meaning assigned to it in Section 12.2(b) hereof.

“Participant Register” shall have the meaning assigned to it in Section 12.2(b).

“Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, P.L. 107-56 (signed into law October 26, 2001), as amended.

“Payment Date” shall mean the twentieth (20th) day of each calendar month, or if such day is not a Business Day, on the next succeeding Business Day, with the initial Payment Date occurring on September 22, 2025.

“Performance Triggers” shall mean, collectively, the Level 1 Performance Trigger and the Level 2 Performance Trigger.

“Permit” shall mean collectively all licenses, leases, powers, permits, franchises, certificates, authorizations and approvals.

“Permitted Dispositions” means, so long as no Early Wind-Down Trigger Event or Event of Default has occurred and is continuing as of such date of determination, each of the following, provided that in each case, all net cash proceeds of such disposition are immediately deposited in a Collection Receipt Account:

(a) a sale of Defaulted Receivables in the ordinary course of business to a third-party purchaser on an arms-length basis;

(b) a sale of one or more Receivables by Borrower to the Seller or any applicable Originator from time to time in connection with a repurchase by the Seller or such Originator of such Receivable(s) as a result of a breach of the representations and warranties of such Person under the applicable Purchase and Sale Agreement; or

(c) with the prior written consent of the Requisite Class A Lenders and Requisite Class B Lenders, a sale or transfer by the Borrower to the Seller or any applicable Originator of one or more Defaulted Receivables or Ineligible Delinquent Receivables in exchange for cash equal to the fair market value of such Defaulted Receivable(s) or Ineligible Delinquent Receivable(s), provided that immediately after giving effect to such sale or transfer, the aggregate outstanding principal amount of Advances under the Loan shall not exceed the Borrowing Base.

“Permitted Liens” shall have the meaning assigned to it in Section 7.2.

“Permitted Modification” shall mean any modification set forth on Schedule F attached hereto.

“Permitted Receivables Financing” shall mean any non-recourse Receivables financing facility or Permitted Securitization.

“Permitted Securitization” shall mean an off-balance sheet Receivables term financing facility pursuant to which Receivables are sold, transferred or contributed to a Securitization Affiliate which are then pledged to a Securitization Lender in connection with a broadly marketed and distributed issuance of asset-backed securities with respect to which all of the following conditions have been satisfied: (a) the Requisite Class A Lenders and Requisite Class B Lenders have approved, in writing, the Receivables selected to be sold, transferred or contributed to a Securitization Affiliate (such consent not to be unreasonably withheld, conditioned or delayed), and (b) no Event of Default would exist after giving effect to the sale, transfer or contribution of such Receivables; provided, however, that in no event shall more than two (2) such transactions be deemed to be "Permitted Securitizations" during the Revolving Period.

“Person” shall mean an individual, a partnership, a corporation, a limited liability company, a business trust, a joint stock company, a trust, an unincorporated association, a joint venture, a Governmental Authority or any other entity of whatever nature.

“Pledge Agreement” shall mean that certain Pledge Agreement, dated as of the date hereof, made by Intermediate LLC to be formed as intermediate entity pledging equity in Borrower in favor of Administrative Agent, for the benefit of the Lenders, as the same may be amended, modified or restated from time to time.

“Portfolio Documents” collectively means a promissory note, a truth-in-lending disclosure and any other agreement or document executed and delivered by an Account Debtor in connection with a Receivable to or for the benefit of Originator, Servicer, Borrower or any subsequent transferee thereof, including renewals, extensions, modifications and amendments thereof.

“Prepayment Additional Interest” shall mean additional interest due and payable to Administrative Agent, for the benefit of Lenders, on the related Prepayment Date, in an amount equal to the product of (i) the aggregate amount of Revolving Commitments as of such Prepayment Date, (ii) the Interest Rate as of such Prepayment Date and (iii) a fraction the numerator of which is the number of days from and including the Prepayment Date to and including the three-year anniversary of the Closing Date and the denominator of which is 360.

“Prepayment Additional Interest Period” means the period beginning on the Closing Date and ending on the date that occurs on the second anniversary of the Closing Date.

“Prepayment Date” shall mean any date that Obligations are prepaid by Borrower in connection with the termination of this Agreement or the date of any Repayment Cure.

“Prohibited Assignee” shall mean each Person designated on a schedule delivered by Class B Lenders to Administrative Agent and approved by Administrative Agent in writing.

“Pro Rata Share” shall mean, with respect to all payments, computations and other matters relating to (A) the Revolving Commitment or Advances of any Lender or any Lender’s interest in the Loan, the percentage obtained by dividing (i) the Revolving Exposure of that Lender, by (ii) the aggregate Revolving Exposure of all Lenders (B) the Revolving Commitments or Class A Advances of the Class A Lenders or the Class A Lenders’ interest in the Loan, collectively, the percentage obtained by dividing (i) the aggregate Revolving Exposure of all Class A Lenders, by (ii) the aggregate Revolving Exposure of all Lenders and (C) the Revolving Commitments or Class B Advances of the Class B Lenders or the Class B Lenders’ interest in the Loan, collectively, the percentage obtained by dividing (i) the aggregate Revolving Exposure of all Class B Lenders, by (ii) the aggregate Revolving Exposure of all Lenders.

“Protective Advance” shall have the meaning assigned to it Section 2.7.

“Purchase and Sale Agreement” shall mean either (a) with respect to Bank Program Receivables, that certain Receivables Purchase Agreement, dated as of the Closing Date, by and between the Seller, as seller of Receivables from time to time, and Borrower, as purchaser, as the same may be amended, modified, supplemented, restated, replaced or renewed in writing from time to time in accordance with this Agreement or (b) with respect to State Licensed Receivables, the Transfer Agreement.

“Purchase and Sale Agreement Guaranty” shall mean that certain Guaranty, dated as of the Closing Date, made by Enova in favor of the Borrower, under which Enova guarantees the obligations of the Seller and the Originators, as applicable, under the Purchase and Sale Agreements.

“Qualified Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Enova that are on deposit in various accounts owned by Enova and available to be withdrawn without restriction by Enova.

“Receipt” shall have the meaning assigned to it in Section 12.5.

“Receivable” or “Receivables” shall mean all rights to payment of indebtedness and other obligations (including unpaid principal, accrued interest, costs, fees, expenses and indemnity obligations) owing by an Account Debtor in respect of a loan or loans or other financial accommodations made or extended by an Originator to or for the benefit of such Account Debtor, or a participation interest in such rights to payment of indebtedness and obligations, as such rights to payment of indebtedness and obligations (or participation interests therein) have been sold, transferred and assigned to either (a) Seller by an Originator pursuant to a Bank Program Purchase and Sale Agreement (as described in the definition of Bank Program Receivables) and further sold, transferred and assigned to Borrower by Seller pursuant to the applicable Purchase and Sale Agreement or (b) Borrower by the applicable Originator pursuant to the Transfer Agreement. Each Receivable shall include, without limitation, all rights (including enforcement rights) under or pursuant to all related Portfolio Documents in respect thereof, and all supporting obligations in connection therewith.

“Receivable Balance” shall mean, at any specified time, the then outstanding aggregate principal amount payable on a Serviced Receivable, minus any capitalized fees, closing costs and other expenses added to the outstanding principal balance of such receivable (including draw fees that are netted from the cash proceeds received by the applicable Account Debtor).

“Recovery Amounts” shall mean all Collections received on a Serviced Receivable from and after the date such Serviced Receivable became a Defaulted Receivable hereunder.

“Regulatory Event” shall mean:

(a) a “Level One Regulatory Event”, which shall comprise either: (i) formal commencement by written notice by any Governmental Authority of any legal action or similar adversarial proceeding against any of Borrower, Seller, Servicer, Holdings, Enova, any Originator, any Bank Partner, or any of their respective Affiliates challenging its authority to originate, hold, own, service, collect, pledge or enforce any Receivable, or otherwise alleging any material non- compliance by any of the Borrower, Seller, Servicer, Holdings, Enova, any Originator, any Bank Partner, or any of their respective Affiliates with any Applicable Laws related to originating, holding, collecting, servicing, pledging or enforcing such Receivable or any Portfolio Documents, which inquiry, investigation, legal action or proceeding is not released or terminated in a manner acceptable to Administrative Agent within thirty (30) calendar days of commencement thereof or (ii) the adoption or change to any law, rule or regulation, the effect of which is to prohibit or materially regulate the origination, holding, pledging, servicing or enforcing of the Receivables which regulation would reasonably be expected to materially impair the collectability, enforceability or validity of the Receivables or which would render any Portfolio Documents unenforceable; and (b) a “Level Two Regulatory Event”, which shall comprise the issuance or entering of any stay, order, judgment, cease and desist order, injunction, temporary restraining order, or other judicial or non-judicial sanction (other than the imposition of a monetary fine), order or ruling against any of the Borrower, Seller, Servicer, Holdings, Enova, any Originator, any Bank Partner or any of their respective Affiliates related in any way to the originating, holding, pledging, collecting, servicing or enforcing of any Receivables or which would render any Portfolio Documents unenforceable.

For the avoidance of doubt, (i) the issuance of a civil investigative demand by the Consumer Financial Protection Bureau or any attorney general (or any other similar proceeding by any other Governmental Authority) shall not, on its own, constitute a Regulatory Event, (ii) no Regulatory Event with respect to a Governmental Authority of a state, city or municipality shall in and of itself constitute a Regulatory Event with respect to Receivables in any jurisdiction outside the state in which such Governmental Authority has jurisdiction and (iii) no Receivable shall be deemed to be effected by a Level One Regulatory Event under clause (i) of the definition thereof above during the thirty (30) calendar day period referenced in the definition thereof.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and such Person’s Affiliates.

“Repayment Cure” shall have the meaning assigned to it in Section 6.17(d).

“Repayment Cure Period” shall have the meaning assigned to it in Section 6.17(d).

“Republic Bank Purchase and Sale Agreement” shall mean that certain LOC Participation Purchase Agreement, dated as of January 6, 2021, by and between Republic Bank and NetCredit Finance, LLC, as amended, restated or otherwise modified from time to time in accordance with the Transaction Documents.

“Republic Bank Program Agreement” shall mean that certain Joint Marketing Agreement (Line of Credit Program), dated as of January 6, 2021, by and between Republic Bank and NCLS, as amended, restated or otherwise modified from time to time in accordance with the Transaction Documents.

“Request for Advance” shall have the meaning assigned in Section 4.2(a).

“Requisite Class A Lenders” shall mean, at any time, one or more Class A Lenders holding Class A Advances in an outstanding principal amount greater than or equal to 50% of the aggregate outstanding principal amount of all Class A Advances; provided that if no Class A Advances are then outstanding, Requisite Class A Lenders shall mean one or more Class A Lenders holding in the aggregate more than 50% of the unused Revolving Commitments held by all Class A Lenders.

“Requisite Class B Lenders” shall mean, at any time, one or more Class B Lenders holding Class B Advances in an outstanding principal amount greater than or equal to 50% of the aggregate outstanding principal amount of all Class B Advances; provided that if no Class B Advances are then outstanding, Requisite Class B Lenders shall mean one or more Class A Lenders holding in the aggregate more than 50% of the unused Revolving Commitments held by all Class B Lenders.

“Requisite Lenders” shall mean, (A) unless and until no Class A Advances remain outstanding and the Revolving Commitments of all Class A Lenders has been terminated, the Requisite Class A Lenders and (B) otherwise, the Requisite Class B Lenders.

“Responsible Officer” shall mean, with respect to any Person, the president, chief operating officer, the chief financial officer, the secretary or the vice president of capital markets and treasury of such Person, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with collateral performance or financial covenants or delivery of financial information, the chief financial officer, the treasurer or the controller of such Person, or any other officer having substantially the same authority and responsibility (or where such Person is trust, such officer having substantially the same authority and responsibility of the administrator of such trust or such other Person authorized to act on behalf of such trust in such matters), and in all cases such person shall be listed on an incumbency certificate delivered to Administrative Agent, in form and substance acceptable to Administrative Agent in its sole discretion.

“Revolving Advance” shall have the meaning assigned to such term in Section 2.1(a) hereof.

“Revolving Commitment” means the commitment of a Lender to make or otherwise fund Revolving Advances pursuant to the terms of this Agreement and “Revolving Commitments” means such commitments of all Lenders to fund Revolving Advances in the aggregate pursuant to the terms of this Agreement. The amount of each Lender’s Revolving Commitment, if any, is set forth on Schedule C attached hereto, subject to any increase pursuant to Section 2.12, adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Revolving Commitments as of the Closing Date is $150,000,000.

“Revolving Exposure” shall mean, with respect to any Lender as of any date of determination, (a) prior to the termination of the Revolving Commitments, that Lender’s unfunded Revolving Commitment, and (b) after the termination of the Revolving Commitments, the aggregate outstanding principal amount of all Advances made or held by that Lender.

“Revolving Period” shall mean the period from and including the Closing Date through and including the earliest of (a) the Termination Date, (b) the two-year anniversary of the Closing Date, (c) the occurrence and continuance of any Early Wind-Down Trigger Event, or (d) the occurrence and continuance of a Default or an Event of Default.

“Scheduled Payment” shall mean the scheduled payment of principal and fees by or on behalf of an Account Debtor on a Receivable.

“Scheduled Payment Date” shall mean, with respect to any Receivable, each date in a calendar month on which a Scheduled Payment is due from the related Account Debtor.

“Secured Parties” means the Administrative Agent and the Lenders.

“Securities Act” shall mean the Securities Act of 1933.

“Securitization Affiliate” shall mean a direct or indirect wholly-owned, special purpose bankruptcy remote Affiliate of Borrower formed for the purpose of directly or indirectly purchasing Receivables from Borrower pursuant to a Permitted Securitization.

“Securitization Lender” shall mean a third-party lender or indenture trustee to a Securitization Affiliate in connection with a Permitted Securitization. For the avoidance of doubt, a Securitization Lender does not include any Affiliate of Borrower.

“Security Documents” shall mean this Agreement, UCC financing statements, any Blocked Account Control Agreement, any ACH Sweep Account Control Agreement, any other agreements related to Accounts, and all other documents or instruments necessary to create or perfect the Liens in the Collateral, as such may be modified, amended or supplemented from time to time.

“Seller” means NetCredit Finance, LLC.

“Serviced Pool” shall mean, as of any date of determination, the pool of receivables consisting of each Serviced Receivable.

“Serviced Receivable” shall mean each Receivable and each similar line of credit receivable serviced by the Servicer or the applicable Originator, whether or not made or extended by an Originator.

“Servicer” shall mean, individually and collectively, NCLS in its capacity as master servicer and asset servicer of the Receivables under the Servicing Agreement, the Backup Servicer and any other Person becoming a servicer of the Receivables (i) in accordance with the terms of the Servicing Agreement or (ii) upon termination of NCLS as a servicer in accordance with the terms of this Agreement or the Servicing Agreement.

“Servicer Event of Default” shall mean a “Servicer Default” as such term is defined in the Servicing Agreement.

“Servicing Agreement” shall mean that certain Servicing Agreement, dated as of the Closing Date, by and between Borrower, Servicer and Administrative Agent as the same may be amended, modified, supplemented, restated, replaced or renewed in accordance with this Agreement.

“Servicing Fee” shall mean the fee payable monthly to Servicer as set forth in the Servicing Agreement as in effect on the Closing Date, but not to exceed, in the aggregate, two and three-fourths of one percent (2.75%) per annum of the average daily Receivables Balance of all Eligible Receivables at the time of determination, unless otherwise approved by Administrative Agent (with the consent of the Requisite Class A Lenders and the Requisite Class B Lenders).

“Servicing Policy” shall mean, the collections policy and the payment plan policy of the Servicer, as such policies may be amended, modified or supplemented from time to time in compliance with the Servicing Agreement.

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination Date” shall mean, with respect to each Interest Period, the day that occurs two (2) Business Days immediately prior to the first day of such Interest Period.

“Solvency Certificate” shall have the meaning assigned to it in Section 4.1(e) hereof.

“Sponsor Indemnity Agreement” means the Limited Indemnity Agreement by Enova for the benefit of the Administrative Agent, dated as of the Closing Date.

“Standstill Period” means, following the occurrence and during the continuance of an Event of Default, the period beginning on the day on which such Event of Default occurs and ending on the earliest of: (i) the date that is one hundred twenty (120) calendar days following the delivery by the Class B Lenders of written notice of such Event of Default to the Class A Lenders, (ii) the date on which the Class A Advances and other Obligations owing to the Class A Lenders are accelerated in accordance with Article VIII, (iii) the date on which the Borrower becomes subject to an event of the type described in Article VIII(i) or (j) of this Agreement and (iv) the Final Maturity Date.

“State Licensed Receivable” means a Receivable originated by Enova or its Subsidiaries in compliance with a state license or permit described in Schedule E attached hereto.

“Subsidiary” shall mean, as to any Person, any other Person in which more than fifty percent (50%) of all Equity Interests are owned directly or indirectly by such Person.

“TAB Bank” means Transportation Alliance Bank Inc., dba TAB Bank, a Utah state-chartered bank.

“TAB Bank Participation Agreement” shall mean that certain LOC Account Participation Agreement, dated as of April 5, 2022, by and between TAB Bank and NetCredit Finance, LLC, as amended, restated or otherwise modified from time to time in accordance with the Transaction Documents.

“TAB Bank Program Agreement” shall mean that certain LOC Account Program Agreement, dated as of April 5, 2022, by and between TAB Bank and NetCredit Finance, LLC, as amended, restated or otherwise modified from time to time in accordance with the Transaction Documents.

“TAB Bank Receivable” shall mean a Bank Program Receivable originated by TAB Bank and sold to NetCredit Finance, LLC pursuant to the TAB Bank Participation Agreement.

“Tangible Net Worth” shall mean, as of any date of determination with respect to any Person, (a) the consolidated shareholder’s equity (including retained earnings), minus (b) to the extent not already excluded, (i) the book value of all intangible assets, (ii) the cost of treasury shares and (iii) investments in and loans to any Subsidiary or Affiliate or to any equity holder, director or employee of such Person or any of its Subsidiaries, in the case of the foregoing clauses (a) and (b), all as determined in accordance with GAAP.

“Taxes” shall have the meaning assigned to it in Section 13.8(a) hereof.

“Term SOFR Floor” means a rate equal to 2.50% per annum.

“Term SOFR Rate” means, with respect to any Interest Period, the greater of (a) the Term SOFR Floor and (b) the forward-looking term rate based on SOFR as determined on the related SOFR Determination Date for a tenor of one (1) month, appearing on the Bloomberg ticker which displays the one (1) month term SOFR as determined by CME Group (or such other person that takes over the determination of such rate as recommended by the SOFR Administrator) (such ticker currently being Bloomberg ticker SR1M); provided that, if as of 5:00 p.m. (New York City time) on the Business Day immediately succeeding any SOFR Determination Date, the Term SOFR Rate has not been published by the SOFR Administrator, then, until an alternate benchmark rate has been determined, (x) the Term SOFR Rate shall be determined as of the first preceding Business Day for which such Term SOFR Rate was published by the SOFR Administrator so long as such first preceding Business Day is not more than five (5) Business Days prior to such SOFR Determination Date or (y) if the Term SOFR Rate cannot be determined in accordance with clause (x) of this proviso, the Term SOFR Rate shall be the Term SOFR Rate as determined on the previous SOFR Determination Date. If adequate and reasonable means do not exist for ascertaining the Term SOFR Rate because the rate is not available or published on a current basis and such circumstances are unlikely to be temporary, as determined by the Administrative Agent, the Lenders and the Borrower in their reasonable discretion, then, reasonably promptly after such determination, the Administrative Agent and the Borrower may replace the Term SOFR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit or note purchase facilities. Notwithstanding anything to the contrary in this Agreement, if such alternate benchmark rate would on any date of determination be less than the Term SOFR Floor, the such alternative benchmark rate shall be deemed to be the Term SOFR Floor for the purposes of this Agreement.

“Termination Date” shall have the meaning assigned to it in Section 11.1 hereof.

“Tested Pool” shall mean (1) the Borrower-Allocated Pool and (2) the Serviced Pool.

“Total Liabilities” shall mean, for any Person, as at any date of determination, the aggregate amount of all Indebtedness of such Person, as determined on a consolidated basis in accordance with GAAP.

“Transaction Documents” shall mean, collectively and each individually, this Agreement, any Notes, the Security Documents, the Servicing Agreement, the Sponsor Indemnity Agreement, the Backup Servicing Agreement, the Class A Side Letter, the Class B Side Letter, the Purchase and Sale Agreement Guaranty, each Borrowing Base Certificate, the Pledge Agreement, each Purchase and Sale Agreement, the Intercreditor Agreement, the Accession Agreement and any account control agreement and all other agreements, documents, instruments and certificates heretofore or hereafter executed or delivered to Administrative Agent and/or Lenders in connection with any of the foregoing or the Loan, as the same may be amended, modified or supplemented from time to time.

“Transfer Agreement” shall mean that certain Transfer Agreement, dated as of the Closing Date, by and between each Originator of State Licensed Receivables, as sellers, and Borrower, as purchaser of Receivables, from time to time, as the same may be amended, modified, supplemented, restated, replaced or renewed in writing from time to time in accordance with this Agreement.

“Transferee” shall have the meaning assigned to it in Section 12.2(a) hereof. “UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. “Underwriting Guidelines” shall mean NetCredit’s Underwriting Policy, as set forth on Exhibit E, as such exhibit may be updated, from time to time as agreed to by Administrative Agent. “Unused Additional Interest” shall have the meaning assigned to it in Section 3.4. "Unused Additional Interest Rate" shall have the meaning assigned to such term in the Class A Side Letter or the Class B Side Letter, as applicable. “Unused Portion” shall mean, for any day during a Due Period, the amount by which the Maximum Loan Amount in effect as of such day exceeds the Loan Balance on such day. “U.S. Person” shall mean a “United States person” as defined in Section 7701(a)(30) of the Code. “Vantage Score” shall mean, for each Account Debtor with respect to a Receivable, the credit score of such Account Debtor obtained from Vantage Score Solutions, LLC as of the Origination Date of such Receivable or, if such credit score is not available as of the applicable Origination Date, the latest available credit score of such Account Debtor obtained from Vantage Score Solutions, LLC. “Voting Interests” shall mean securities, membership interests, partnership interests or any other equity interests of any class or classes of an entity, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the directors or managers (or Persons performing similar functions) and otherwise control the policies of such entity. “Wells Fargo Account” shall mean that certain lockbox account at Wells Fargo Bank, held in the name of Holdings, with account number 41238117173, into which Servicer shall direct all check payments, if applicable, under the applicable Portfolio Documents. II. LOAN, PAYMENTS, INTEREST AND COLLATERAL2.1 The Loan (a) Subject to the provisions of this Agreement, including satisfaction or waiver in writing by the Administrative Agent of all conditions set forth in Article IV hereof, each Lender severally agrees to make Class A Advances and Class B Advances (collectively, the “Revolving Advances”) up to such Lender’s respective Revolving Commitment to Borrower under the Loan

from time to time during the Revolving Period (each such Revolving Advance made by (i) a Class A Lender, a “Class A Advance” and (ii) a Class B Lender, a “Class B Advance”) ratably in the amount of each such Lender’s Pro Rata Share of the total principal amount of Revolving Advances requested by the Borrower. Each Class A Advance shall be made in an amount not to exceed Class A Availability as of such date of determination and each Class B Advance shall be made in an amount not to exceed Class B Availability as of such date of determination, in each case, by deposit into an account designated in writing by the Borrower; provided, that under no circumstances shall the aggregate outstanding principal balance of all Revolving Advances made hereunder exceed the Maximum Loan Amount, and provided, further, no Lender shall be obligated to provide funding for any Advance that would increase the aggregate outstanding amount of all Advances funded by such Lender (including any Advances made by any predecessor in interest to such Lender) to an amount in excess of the stated principal amount of that Lender’s Revolving Commitment and no Lender shall be responsible for the failure of any other Lender to fund any Advance. Unless otherwise permitted by Administrative Agent, each Revolving Advance shall be in an amount of at least Two Hundred Thousand Dollars ($200,000), in increased increments of One Hundred Thousand Dollars ($100,000). Subject to the terms of Section 4.2, Revolving Advances may be made hereunder on any Business Day during the Revolving Period, but no more than two (2) Revolving Advances shall be made in any calendar week. Subject to the terms of Sections 2.5 and 2.6, Revolving Advances may be repaid and reborrowed at any time during the Revolving Period. The failure of any Lender to make any Revolving Advance required to be made by it shall not relieve any other Lender of its obligations hereunder; provided, that the Revolving Commitment of each Lender is several and no Lender shall be responsible for any other Lender’s failure to make required Revolving Advances.

(b) Notes. Borrower agrees that upon written notice by Administrative Agent to Borrower that one promissory note or other evidence of indebtedness is requested by any Lender to evidence its respective portion of the Loan and other Obligations (in an amount not to exceed the Revolving Commitment of such Lender) owing or payable to, or to be made by, Lenders, Borrower shall promptly (and in any event within five (5) Business Days of any such request) execute and deliver to Agent a promissory note in favor of the applicable Lender (or any assignee of a Lender who becomes a Lender pursuant to Section 12.2), in the form attached hereto as Exhibit B-1 or Exhibit B-2, as applicable (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, a “Note”). Each Note payable to the order of a Lender shall be in a stated maximum principal amount equal to such Lender’s Revolving Commitment.

(i) Administrative Agent shall maintain, as a part of its Lender Registers, a record of (A) the amount of each Advance made hereunder, (B) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder and (C) the amount of any sum received by Administrative Agent hereunder for the account of Lenders and each Lender’s share thereof.

(ii) The entries made in the accounts maintained pursuant to paragraph (i) above of this Section 2.1(c) shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of Borrower to repay the Loan in accordance with the terms of this Agreement.

(d) Payment of the Loan. Borrower shall repay the Loan pursuant to and in accordance with the terms of this Agreement. The outstanding principal balance of the Loan and all other Obligations shall be due and payable in full, if not earlier in accordance with this Agreement, on the Final Maturity Date. All other amounts outstanding under the Loan and all other Obligations under this Agreement and all other Transaction Documents (including the Notes, if any) shall be due and payable in full, if not earlier in accordance with this Agreement, on the Final Maturity Date. 2.2 Interest on the Loans. The outstanding principal balance of each Class A Advance shall bear interest at the Class A Interest Rate and the outstanding principal balance of each Class B Advance shall bear interest at the Class B Interest Rate. All such payments of interest shall be made on each Payment Date for the related Due Period. The monthly interest due on the principal balance of the Loan outstanding shall be computed for the actual number of days elapsed during the month in question on the basis of a year consisting of three hundred sixty (360) days and shall be calculated by determining the average daily principal balance outstanding for each day of the month in question. The daily rate shall be equal to 1/360th times the then applicable Interest Rate. The Administrative Agent will furnish a monthly statement of amounts due. 2.3 Collections; Repayment. (a) Borrower shall, or shall direct Servicer to, direct or otherwise cause the Account Debtor of each Receivable, to pay all Collections (other than checks) to the Collection Receipt Accounts other than Collections that consist of ACH payments, which shall be directed to an ACH Sweep Account. In the event that Borrower or any Affiliate of Borrower receives any Collections (including checks) directly from or on behalf of an Account Debtor in a manner other than through a deposit into the Collection Receipt Accounts or an ACH Sweep Account, as applicable, Borrower or such Affiliate shall receive all such Collections for the benefit of Administrative Agent on behalf of the Lenders. Any checks received by Borrower or Servicer shall be deposited in the Wells Fargo Account within two (2) Business Days of receipt. To the extent not paid directly to the Collection Receipt Accounts or an ACH Sweep Account, as applicable, Borrower or, pursuant to the Servicing Agreement, Servicer, as applicable, shall deliver or cause to be delivered to the Collateral Account, within three (3) Business Days of receipt thereof, all such Collections (in the form so received) received by Servicer or Borrower or their respective Affiliates, as applicable, unless Administrative Agent shall have notified Servicer or Borrower, as applicable, to deliver directly to Administrative Agent all such Collections after the occurrence and during the continuance of an Event of Default, in which event all such Collections (in the form received) shall, if applicable, be endorsed by Servicer or Borrower, as applicable, to Administrative Agent and delivered to Administrative Agent promptly upon Borrower’s receipt thereof. Servicer shall deliver all Collections deposited in the Collection Receipt Accounts to the Collateral Account in accordance with the Servicing Agreement and the Intercreditor Agreement. All Collections received, net of returns, in an ACH Sweep Account shall be swept to the Collateral Account on each Business Day pursuant to the applicable ACH Sweep Account Control Agreement. Borrower shall not, and shall not permit Servicer or any other Person to, deposit any

Collections into any ACH Sweep Account prior to the time that such account is subject to an ACH Sweep Account Control Agreement.

(b) At any time after the occurrence of an Event of Default (but not before), in accordance with Applicable Laws, Administrative Agent shall have the right to notify any Account Debtor or Servicer (i) that all Receivables of Borrower have been assigned to Administrative Agent, (ii) that all Collections shall be endorsed by Servicer or Borrower, as applicable, to Administrative Agent and paid directly to Administrative Agent promptly upon receipt thereof, and (iii) that all Account Debtors shall be directed to mail or otherwise deliver payments directly to an address determined by Administrative Agent or to otherwise deposit such sums in the Collateral Account or any other account established by Administrative Agent from time to time. For the avoidance of doubt and notwithstanding anything to contrary in this Agreement, all amounts received by the Administrative Agent after the occurrence of an Event of Default shall be distributed pursuant to Section 2.4(a), without regard to any caps.

2.4 Promise to Pay; Manner of Payment.

(a) On each Payment Date so long as no Event of Default is then continuing, payments shall be made by Administrative Agent, solely based on the information provided by the Servicer or Borrower in the Monthly Collateral and Servicing Report, from the Collateral Account in the following order of priority and to the extent of all Available Amounts on deposit in the Collateral Account:

(i) to the Servicer, the Servicing Fee, to the extent accrued and unpaid through the last day of the Due Period until such accrued fees are paid in full;

(ii) to the Backup Servicer, the Backup Servicing Fee and any applicable expenses and indemnities payable to the Backup Servicer under the Backup Servicing Agreement, to the extent accrued and unpaid through the last day of the Due Period until such accrued fees are paid in full; provided, that any such expenses and indemnities shall not exceed $100,000 per annum;

(iii) to the payment of any fees required to be paid with respect to the Collateral Account, to the extent accrued and unpaid through the last day of the Due Period until such accrued fees are paid in full;

(iv) to Administrative Agent, an amount equal to the outstanding balance of any Protective Advances, together with all interest owed with respect to all Protective Advances;

(v) to Administrative Agent, any expenses and indemnities payable to the Administrative Agent, to the extent accrued and unpaid through the last day of the Due Period until such accrued fees are paid in full provided, that any such indemnities shall not exceed $250,000 per annum;

(vi) to the Class A Lenders, any accrued and unpaid interest, Unused Additional Interest, costs, fees, expenses and indemnities relating to the Obligations and owing to the Class A Lenders, including any accrued and unpaid wire transfer fees or other banking fees;

(vii) to the Class A Lenders, any Class A Required Principal Payment;

(viii) during the Amortization Period, to the Class A Lenders, an amount equal to all Obligations owing to the Class A Lenders;

(ix) to the Class B Lenders, any accrued and unpaid interest, Unused Additional Interest, costs, fees, expenses and indemnities relating to the Obligations and owing to the Class B Lenders, including any accrued and unpaid wire transfer fees or other banking fees provided, that any such indemnities shall not exceed $250,000 per annum;

(x) to the Class B Lenders, any Class B Required Principal Payment;

(xi) during the Amortization Period, to the Class B Lenders, an amount equal to all Obligations owing to the Class B Lenders;

(xii) to the Backup Servicer, any expenses and indemnities payable to the Backup Servicer under the Backup Servicing Agreement to the extent not paid in clause (ii) above;

(xiii) to the Administrative Agent, any indemnities payable to the Administrative Agent to the extent not paid in clause (v) above;

(xiv) to the Class B Lenders, any indemnities payable to the to the Class B Lenders to the extent not paid in clause (ix) above;

(xv) to Borrower, or as Borrower may otherwise direct, any remaining Available Amounts.

Administrative Agent shall distribute any such payment received by it for the account of any Lender to the appropriate Lender in accordance with the terms hereof, including Section 2.4(a).

(b) Notwithstanding anything to the contrary contained in this Section 2.4, following the occurrence and during the continuance of an Event of Default, Administrative Agent shall have the immediate right to direct and to apply all funds in the Collateral Account, the Collection Receipt Accounts (subject to the Intercreditor Agreement), each ACH Sweep Account and any other Scheduled Payments, fees, principal, prepayments and other amounts received of every description payable to Borrower with respect to the Collateral, to the Obligations in such order and in such manner as Administrative Agent shall elect in its sole discretion after application of funds pursuant to Section 2.4(a) without regard to any caps.

(c) Borrower absolutely and unconditionally promises to pay, when due and payable pursuant hereto, principal, interest and all other amounts and Obligations payable, hereunder or under any other Transaction Document, including the amounts required to be paid pursuant to Section 2.4(a) on each Payment Date, without any right of rescission and without any deduction whatsoever, including any deduction for set-off, recoupment or counterclaim, notwithstanding any damage to, defects in or destruction of the Collateral or any other event, including obsolescence of any property or improvements.

Except as expressly provided for herein, Borrower hereby waives setoff, recoupment, demand, presentment, protest, and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under this Agreement and any other Transaction Document, all to the extent permitted by law.

2.5 Voluntary Prepayments

(a) Borrower may prepay the Obligations at any time prior to the Final Maturity Date, solely by application of Available Amounts in accordance with Section 2.4, as otherwise permitted by this Section 2.5, and to the extent required by Section 2.6. In addition, the Borrower may prepay the Obligations in whole, but not in part, and terminate this Agreement on any Business Day prior to the Final Maturity Date, subject to payment of the Prepayment Additional Interest on the applicable Prepayment Date. The applicable Obligations to be prepaid on any Prepayment Date shall include (i) all outstanding Advances made prior to such Prepayment Date, plus (ii) accrued and unpaid interest on all such outstanding Advances made prior to such Prepayment Date, plus, (iii) any unpaid fees or expenses required to be paid by Borrower under this Agreement and all other unpaid Obligations (other than indemnity obligations of Borrower under the Transaction Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending). Borrower shall give the Administrative Agent written notice of the proposed prepayment not less than fifteen (15) calendar days in advance of the proposed Prepayment Date. If the Obligations are prepaid by the Borrower or its Affiliates such that a Prepayment Date occurs prior to termination of the Prepayment Additional Interest Period, Borrower shall be liable for and shall pay concurrently with such prepayment, in immediately available funds, the Prepayment Additional Interest applicable to such prepayment. Notwithstanding the above, Borrower shall be permitted to prepay the Obligations at any time (including during the Prepayment Additional Interest Period) without any obligation to pay Prepayment Additional Interest if (A) such prepayment is made following the acceleration of the Obligations hereunder with respect to an Event of Default that Administrative Agent and the Lenders, following receipt of notice of such Event of Default from Borrower, has elected not to waive, (B) such prepayment is a mandatory prepayment pursuant to Section 2.6 hereof, (C) such prepayment is made in connection with a repurchase of Receivables required to be made by Seller or an Originator pursuant to the terms of the applicable Purchase and Sale Agreement, (D) Borrower is charged any increased costs or other amounts pursuant to Section 3.3 hereof, (E) such prepayment is in connection with a Permitted Securitization that does not result in a termination of this Agreement and (F) such prepayment occurs on or after any date on which any Lender has failed to fund any requested Revolving Advance for which all conditions for funding set forth in this Agreement have been satisfied and such failure to fund continues for two (2) Business Days; provided that in such case Borrower shall be relieved only of the obligation to pay the Prepayment Additional Interest that would otherwise be payable to such non-funding Lender. In addition, for the avoidance of doubt, no Prepayment Additional Interest shall be in due connection with any payments made from Available Amounts pursuant to Section 2.4.

(b) Borrower may prepay the Loan in connection with a Permitted Securitization, provided that, immediately upon Borrower’s or Seller’s or its Securitization Affiliate’s receipt of any proceeds from any Permitted Securitization, all such proceeds shall be delivered to Administrative Agent in their original form for application to the Obligations and, pending delivery to Administrative Agent, Borrower, Seller or Securitization Affiliate, as applicable, will hold such proceeds as agent for the Administrative Agent and in trust for Administrative Agent. Provided no Early Wind-Down Trigger Event, Default or Event of Default has occurred which is continuing, Administrative Agent shall, upon receipt of such proceeds, deliver to Borrower such releases of Liens prepared by Borrower necessary to permit the transactions contemplated by the Permitted Securitization. (c) Borrower may prepay the Loan in whole but not in part during the Repayment Cure Period to give effect to a Repayment Cure; provided that in connection with such prepayment Borrower shall pay to Administrative Agent, for the benefit of Lenders, the Prepayment Additional Interest applicable to such prepayment. 2.6 Mandatory Prepayments In no event shall the Loan Balance exceed the lesser of (i) the Borrowing Base and (ii) the Maximum Loan Amount. If at any time and for any reason, the Loan Balance exceeds the Maximum Loan Amount, Borrower shall promptly, and in any event within five (5) Business Days, without the necessity of any notice or demand, whether or not an Early Wind-Down Trigger Event, Default or Event of Default has occurred or is continuing, prepay the principal balance of the Loan in an amount equal to the difference between the Loan Balance and the Maximum Loan Amount. If, on any date of measurement, and for any reason, (a) the outstanding unpaid principal balance of the Class A Advances exceeds the Class A Borrowing Base or (b) outstanding unpaid principal balance of the Class B Advances exceeds the Class B Borrowing Base (including, in each case, due to any Eligible Receivable thereafter failing to meet the eligibility criteria and becoming ineligible), then Borrower shall, no later than five (5) Business Days following such date and without the necessity of any notice or demand, whether or not an Early Wind-Down Trigger Event, Default or Event of Default has occurred or is continuing, either (x) prepay the principal balance of the Class A Advances and/or Class B Advances, as applicable, in an amount equal to such excess, (y) if during the Revolving Period, and provided that no Default (other than arising with respect to the unpaid principal balance of the Class A Advances exceeding the Class A Borrowing Base or unpaid principal balance of the Class B Advances exceeding the Class B Borrowing Base) or Event of Default has occurred and is continuing, increase the aggregate principal amount of Eligible Receivables pledged to Administrative Agent for the benefit of the Secured Parties in accordance with this Agreement, or (z) effect some combination of clauses (x) and (y), so that the Class A Borrowing Base is equal to or exceeds the outstanding unpaid principal balance of the Class A Advances and/or the Class B Borrowing Base is equal to or exceeds the outstanding unpaid principal balance of the Class B Advances, as applicable. The pledge and delivery to Administrative Agent of additional Eligible Receivables shall comply with the document delivery requirements set forth in this Agreement, including Section 4.2, as applicable, and shall be accompanied by a certification from Borrower that demonstrates that after giving effect to the pledge to Administrative Agent of such additional Eligible Receivables, the Loan Balance is equal to or less than the Borrowing Base. 2.7 Protective Advances Notwithstanding any provision of any Transaction Document, Administrative Agent (absent exigent circumstances and so long as no Default or Event of Default have occurred

and are continuing, with the consent of the Requisite Class B Lenders) shall have the right, but not any obligation, at any time that Borrower fails to do so and from time to time, without prior notice, to: (i) discharge (at Borrower’s expense) Taxes or Liens affecting any of the Collateral that have not been paid in violation of any Transaction Document or that jeopardize the Administrative Agent’s Lien priority in the Collateral, including any underlying collateral securing any Receivable; or (ii) during the continuance of an Event of Default, make any other payment (at Borrower’s expense) for the administration, servicing, maintenance, preservation or protection of the Collateral, including any underlying collateral securing any Receivable (each such advance or payment set forth in clauses (i) and (ii), a “Protective Advance”). Administrative Agent shall be reimbursed for all Protective Advances pursuant to Section 2.4 and any Protective Advances shall bear interest at the Default Rate from the date the Protective Advance is paid by Administrative Agent until it is repaid. No Protective Advance by Administrative Agent shall be construed as a waiver by Administrative Agent, or any Lender of any Default, Event of Default or any of the rights or remedies of Administrative Agent or any Lender.

2.8 Grant of Security Interest; Collateral

(a) To secure the payment and performance of the Obligations, subject to Permitted Liens, Borrower hereby grants to Administrative Agent, for the benefit of the Secured Parties, a valid and continuing first priority Lien upon all of Borrower’s right, title, and interest, but not any obligations in, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”), including: (i) all Receivables and all amounts due or to become due under the Receivables, (ii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims, but not obligations, under the Portfolio Documents, (iii) subject to the Intercreditor Agreement, all funds and other property credited to the Collection Receipt Accounts, (iv) each of the Collateral Account and the ACH Sweep Accounts and all funds and other property credited to such accounts, (v) each Purchase and Sale Agreement, the Purchase and Sale Agreement Guaranty, the Transfer Agreement, Servicing Agreement and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, accounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts (as defined in Article 1 of the UCC), Supporting Obligations, Equipment, Inventory, Fixtures, computer hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals, (vii) all other personal property and other types of property of Borrower, and (viii) all Proceeds of all of the foregoing and all other types of property of Borrower.

(b) Borrower has full right and power to grant to Administrative Agent, for the benefit of the Secured Parties, a first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Administrative Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower as debtor and describing any of the Collateral is on file in any public office except those naming Administrative Agent as secured party and those related to the Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8.

(c) Borrower hereby authorizes Administrative Agent to prepare and file financing statements provided for by the UCC and to take such other action as may be required in order to perfect and to continue the perfection of Administrative Agent’s Lien on the Collateral unless prohibited by law and subject to Permitted Liens.

2.9 Collateral Administration

(a) All tangible Collateral (except tangible Collateral in the possession of Backup Servicer) will at all times be kept by Borrower or Servicer at the locations set forth in Section 5.15 of Schedule A attached hereto, and shall not, without thirty (30) calendar days prior written notice to Administrative Agent, be moved therefrom other than to another such location, and in any case shall not be moved outside the continental United States.

All Receivables constituting Collateral, shall, regardless of their location, be deemed to be under Administrative Agent’s dominion and control and deemed to be in Administrative Agent’s possession. In addition to any provision of any Transaction Document, Administrative Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors and/or Servicer that all Receivables of Borrower including, if to Account Debtors, their Receivables have been assigned to Administrative Agent and that all collections from such Receivables shall be paid directly to Administrative Agent, for the benefit of the Lenders, and (ii) to charge Borrower for any collection costs and expenses, including reasonable attorney’s fees, incurred by Administrative Agent.

(b) As and when determined by Administrative Agent in its sole discretion, Administrative Agent may perform the searches described in clauses (i) and (ii) below against Borrower, Seller and Originators: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where any such Person is organized; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where any such Person maintains their executive offices, a place of business or any assets.

(c) Borrower shall, or shall require Servicer to, keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit to Administrative Agent such records on such periodic basis as Administrative Agent or any Lender may request in its reasonable discretion.

(d) Borrower shall, or shall require Servicer to, upon the receipt of written notice from Administrative Agent following the occurrence and continuation of an Event of Default, cooperate with Administrative Agent, if Administrative Agent elects to attach or associate in electronic format a legend, stamp, notation or other identification to all or any portion of the Portfolio Documents to evidence the pledge thereof to Administrative Agent, such legend, stamp, notation or other identification shall be in form and substance acceptable to Administrative Agent in its sole discretion.

(e) In respect of the portion of the Collateral consisting of any Receivable which is evidenced by an electronic record that is a “transferable record” as defined in Section 16 of the Uniform Electronic Transactions Act (as in effect in any relevant jurisdiction), Borrower shall, or shall require each Servicer to, deliver to Administrative Agent the control of such transferable electronic record in accordance with Applicable Law, including the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction (to ensure, among other things, that Administrative Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Administrative Agent at its address as set forth herein or as otherwise specified by Administrative Agent and, except as otherwise expressly provided herein to the contrary, held in Administrative Agent’s possession, custody, and control until all of the Obligations have been fully satisfied or Administrative Agent expressly agrees to release such documents. Alternatively, Administrative Agent, may elect for the Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Administrative Agent during such period of time. Borrower shall identify (or shall cause Servicer to identify) on the related electronic record the pledge of such Receivable by Borrower to Administrative Agent.

(f) Borrower hereby agrees to, and shall require Enova, Seller, Originator, and/or Servicer, to take all applicable protective actions to prevent destruction of records pertaining to the Collateral in accordance with each Servicing Agreement. Subject to the limitations set forth in Section 6.7 of this Agreement and the Backup Servicing Agreement, as applicable, Administrative Agent at all times shall have the right to access and review any and all Portfolio Documents in Borrower’s, Backup Servicer’s, Originator’s and/or Servicer’s possession and any and all data and other information relating to Portfolio Documents as may from time to time be input to or stored within Borrower’s, Backup Servicer’s, Originator’s or Servicer’s computers and/or computer records including, without limitation, diskettes, tapes and other computer software and computer systems. 2.10 Power of Attorney Borrower hereby agrees and acknowledges that Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower (without requiring Administrative Agent to act as such) with full power of substitution to do the following: (i) indorse the name of Borrower upon any and all checks, drafts, money orders and other instruments for the payment of money that are payable to Borrower and constitute collections on the Receivables; (ii) execute and/or file in the name of Borrower any financing statements, amendments to financing statements, schedules to financing statements, releases or terminations thereof, assignments, instruments or documents that it is obligated to execute and/or file under any of the Transaction Documents (to the extent Borrower fails to so execute and/or file any of the foregoing within two (2) Business Days of Administrative Agent’s request or the time when Borrower is otherwise obligated to do so); (iii) execute and/or file in the name of Borrower assignments, instruments, documents, schedules and statements that it is obligated to give Administrative Agent under any of the Transaction Documents (to the extent Borrower fails to so execute and/or file any of the foregoing within two (2) Business Days of Administrative Agent’s request or the time when Borrower is otherwise obligated to do so) and (iv) do such other and further acts and deeds in the name of Borrower that Administrative Agent may deem necessary to make, create, maintain, continue, enforce or perfect Lenders’ Lien on or rights in any Collateral. In addition, if Borrower breaches its obligation hereunder to direct Collections to the Collection Receipt Accounts, Administrative Agent, as the irrevocably made, constituted and appointed true and lawful attorney for such Person pursuant to this paragraph, may, by the signature or other act of any of Administrative Agent’s officers or authorized signatories (without requiring any of them to do so), direct any federal, state or private payor or fiscal intermediary to pay Collections to the Collection Receipt Accounts or another account designated in writing by Administrative Agent. 2.11 Collateral Account (a) Collateral Account. Deposits made into the Collateral Account shall be limited to amounts deposited therein by Borrower, Servicer or any Account Debtor in accordance with this Agreement. (b) Withdrawals from the Collateral Account. Administrative Agent shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collateral Account,

in all events in accordance with the terms and provisions of this Agreement. Notwithstanding anything in the foregoing to the contrary, Administrative Agent shall comply with any request of Borrower or Servicer to withdraw or order transfers of funds from the Collateral Account, to the extent such funds either (i) have been mistakenly deposited into the Collateral Account or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments, provided, however, that if a Default or Event of Default has occurred or in continuing, such withdrawal or transfer shall require the prior written consent of Administrative Agent in its reasonable discretion (which shall not be unreasonably withheld). In the case of any withdrawal or transfer pursuant to the foregoing sentence, Borrower shall, or shall direct Servicer to, provide Administrative Agent with notice of such request of withdrawal or transfer, together with reasonable supporting details, five (5) Business Days prior to the date on which such requested withdrawal or transfer will occur. Borrower shall require Servicer to deposit all proceeds of the Collateral processed by Servicer to the Collateral Account in accordance with Section 2.3 hereof. On each Payment Date, amounts in the Collateral Account shall be applied by the Administrative Agent to make the payments and disbursements described in Section 2.4 and this Section 2.11. Administrative Agent shall, subject to customary and standard customer diligence and Administrative Agent’s treasury management process and procedures, provide Borrower and Servicer with on-line access to view account related activity such as deposits to and withdrawals from the Collateral Account. Following the occurrence of and continuance of an Event of Default, Paying Agent shall not comply with any instructions with respect to the Collateral Account from any Person.

(c) Irrevocable Deposit. Any deposit made into the Collateral Account hereunder shall, except as otherwise provided herein, be irrevocable, and the amount of such deposit and any money, instruments, investment property or other property on deposit in, carried in or credited to the Collateral Account hereunder and all interest thereon shall be held in trust by Administrative Agent and applied solely as provided herein.

(d) Recycling. Notwithstanding anything to the contrary in this Section 2.11, during the Revolving Period, Administrative Agent shall comply with any written instruction provided by Borrower or Servicer at least two (2) Business Days prior to such withdrawal request date to withdraw or order transfers of funds from the Collateral Account for the purchase by the Borrower of additional Eligible Receivables from Seller under a Purchase and Sale Agreement, provided that (i) any such transfer shall not exceed the amount of Excess Collections on deposit in the Collateral Account at such time, (ii) the conditions to Revolving Advances set forth in Section 4.2 with respect to Section 4.2(a)(ii), (iii), (iv) and (v) shall be satisfied as of such date as if such transfer was a Revolving Advance, and (iii) the Borrower shall have provided to the Administrative Agent and the Administrative Agent request for transfer in the form of Exhibit D-2 hereto (a “Request for Transfer”), and a Borrowing Base Certificate for such transfer at least two Business Days prior to such transfer, which shall constitute a representation and warranty by Borrower as of the date of such transfer that the conditions contained in this Section 2.11(d), have been satisfied. No more than two Requests for Transfer will be permitted per month.

2.12 Increase in the Revolving Commitment

(a) During the Revolving Period and subject to compliance with the terms of this Section 2.12, the Borrower may request a Commitment Increase by delivering a Commitment Increase Request to the Administrative Agent (the date of such request, the “Increase Request Date”).

(b) The Commitment Increase will not be effective unless:

(i) the Administrative Agent consents to the Commitment Increase in its sole discretion;

(ii) each of the representations and warranties of the Borrower contained in this Agreement shall be true and correct in all material respects as of the Increase Request Date and the Increase Effective Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date);

(iii) no Early Wind-Down Trigger Event, Regulatory Event, Default or Event of Default has occurred and is continuing on the Increase Request Date, at the time of the making of the Commitment Increase, or will result upon the effectiveness of the Commitment Increase;

(iv) receipt of all fees to be received by the Administrative Agent and each Lender on or prior to the Increase Effective Date shall have been received;

(v) any Commitment Increase shall be in a minimum amount of at least $50,000,000;

(vi) following the Increase Effective Date, the Revolving Commitment shall not exceed, in the aggregate together with the original Revolving Commitment and all other Commitment Increases, $350,000,000; and

(vii) all documents reasonably required by the Administrative Agent to evidence any such increase shall be executed and delivered to the Administrative Agent on or before the Increase Effective Date, including, without limitation, an amendment or amendment and restatement of this Agreement to reflect such increase and one or more new or replacement Notes. The Borrower shall execute and deliver such documents and amendments reasonably prepared by the Administrative Agent in furtherance of the foregoing.

(c) No Lender shall be obligated to participate in any Commitment Increase by increasing the amount of its own Revolving Commitment, which decision shall be made in the sole discretion of each Lender whose Revolving Commitment is being increased. Additionally, for the avoidance of doubt, the consent of the Initial Class B Lenders shall be required for any Commitment Increase in the Class B Revolving Commitments, regardless of whether such Initial Class B Lenders are participating in such Commitment Increase.

(d) The Administrative Agent and each Lender, shall deliver its consent or rejection to the Commitment Increase Request within ten (10) Business Days of its receipt of the Commitment Increase Request.

To the extent one or more Lenders has agreed to increase its Revolving Commitment (each, an “Increasing Lender”), subject to the satisfaction of the conditions set forth in clause (b) above, the increased Revolving Commitments agreed to by the Increasing Lenders will become effective on the date set forth in the related Commitment Increase Request (which shall be a date not less than ten (10) Business Days following the Increase Request Date) (the “Proposed Increase Effective Date”), or such other date as determined by the Administrative Agent and the Increasing Lenders in their sole discretion, provided that Administrative Agent shall have provided written notice thereof to Borrower and each Increasing Lender prior to the Proposed Increase Effective Date (the “Increase Effective Date”). (e) Subject to Section 2.12(c), on the Increase Effective Date, each Increasing Lender’s portion of the Revolving Commitment will be adjusted in accordance with a revised Schedule C to be provided by the Administrative Agent to each Lender on or prior to the Increase Effective Date. III. FEES AND OTHER CHARGES3.1 Computation of Fees; Lawful Limits All fees hereunder shall be computed on the basis of a 360-day year and shall be payable for the actual number of days elapsed. In no contingency or event whatsoever, whether by reason of acceleration or otherwise, shall the interest and other charges paid or agreed to be paid to Administrative Agent, for the benefit of itself and the other Lenders, for the use, forbearance or detention of money hereunder exceed the maximum rate permissible under Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. If, due to any circumstance whatsoever, fulfillment of any provision hereof, at the time performance of such provision shall be due, shall exceed any such limit, then the obligation to be so fulfilled shall be reduced to such lawful limit, and, if Administrative Agent or Lenders shall have received interest or any other charges of any kind which might be deemed to be interest under Applicable Law in excess of the such maximum rate, then such excess shall be applied first to any unpaid fees and charges hereunder, then to unpaid principal balance owed by Borrower hereunder, and if the then remaining excess interest is greater than the previously unpaid principal balance, Administrative Agent and Lenders shall promptly refund such excess amount to Borrower and the provisions hereof shall be deemed amended to provide for such permissible rate. The terms and provisions of this Section 3.1 shall control to the extent any other provision of any Transaction Document is inconsistent herewith. 3.2 Default Rate of Interest Upon the occurrence and during the continuation of an Event of Default, the applicable Interest Rate then in effect at such time with respect to the Obligations shall be increased by the Default Rate. Interest at the Default Rate shall accrue from the initial date of such Event of Default until such Event of Default is waived or ceases to continue, and shall be payable upon demand. 3.3 Increased Costs; Capital Adequacy (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, capital adequacy, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender;

(ii) impose on any Lender any other condition, cost, charge, fee, assessment expense (other than Taxes) or deduction affecting this Agreement or Advances made by such Lender or participation therein; or

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its notes, note principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of funding or maintaining any Advance or of maintaining its obligation to fund any such Advance or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder, whether of principal, interest or otherwise, then Borrower will pay to such Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loan below that which such Lender such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section, and a description of the cause and a calculation of the increased cost of funding to the Lender, shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 360 days prior to the date that such Lender notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 360-day period referred to above shall be extended to include the period of retroactive effect thereof.

3.4 Unused Additional Interest

Pursuant to Section 2.4 hereof, Borrower shall pay to each Lender based on its Pro Rata Share, on each Payment Date during the Revolving Period and on the Payment Date immediately following the Due Period in which the Revolving Period ends, unused additional interest for the related Due Period (the “Unused Additional Interest”) equal to the product of (a) the Unused Additional Interest Rate, (b) the average of the Unused Portion for each day during such Due Period and (c) the actual number of days elapsed during the related Due Period divided by 360. Any day occurring (x) during the first 91 days following the Closing Date and (y) during the Amortization Period shall be excluded from any Due Period for purposes of calculating Unused Additional Interest for such Due Period.

IV. CONDITIONS PRECEDENT4.1 Conditions to Closing

The obligations of Administrative Agent and Lenders to consummate the transactions contemplated herein are subject to the satisfaction (or waiver), in the sole judgment of Administrative Agent, of the following:

(a) Borrower shall have delivered to Administrative Agent this Agreement and each Transaction Document (except for the ACH Sweep Account Control Agreement), each duly executed by a Responsible Officer of Borrower, Seller, Servicer, the Originators, Enova and the other parties thereto;

(b) all in form and substance satisfactory to Administrative Agent and the Lenders, Administrative Agent shall have received (i) a report of UCC financing statement, bankruptcy, tax and judgment lien searches performed with respect to Borrower, Seller, and each Originator that is an Affiliate of the Borrower, in each jurisdiction determined by Administrative Agent and any Lender, and such report shall show no Liens on the Collateral (other than Permitted Liens and liens to be released on or prior to the transfer of such Collateral to the Borrower), (ii) each document (including any UCC financing statement) required by any Transaction Document or under law or requested by Administrative Agent to be filed, registered or recorded to create, in favor of Administrative Agent, for the benefit of the Lenders, a first priority and perfected security interest upon the Collateral, and (iii) evidence of each such filing, registration or recordation and of the payment by Borrower of any necessary fee, tax or expense relating thereto;

(c) Administrative Agent shall have received (i) the Charter and Good Standing Documents of Borrower, Seller, Servicer, Intermediate LLC and each Originator that is an Affiliate of the Borrower, and Enova, all in form and substance acceptable to Administrative Agent and the Lenders in their reasonable discretion, (ii) a certificate of the secretary or assistant secretary of each of Borrower, Seller, Servicer, each Originator that is an Affiliate of the Borrower and Enova in his or her capacity as such and not in his or her individual capacity dated the Closing Date, as to the incumbency and signature of the Persons executing the Transaction Documents on behalf of such Person in form and substance acceptable to Administrative Agent and Lenders, and (iii) a certificate executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Closing Date that the conditions contained in this Agreement have been satisfied;

(d) Administrative Agent shall have received the written legal opinions of Borrower’s outside legal counsel with respect to corporate authority and related matters, enforceability, debt-for-tax, Investment Company Act, true sale and non-consolidation, all in form and substance satisfactory to Administrative Agent and its counsel;

(e) Administrative Agent shall have received a certificate of the Responsible Officer of the Borrower, Seller and each Originator that is an Affiliate of the Borrower, in his or her capacity as such and not in his or her individual capacity, in form and substance satisfactory to Administrative Agent and Lenders (each, a “Solvency Certificate”), certifying (i) the solvency of such Person, after giving effect to the transactions and the Indebtedness contemplated by the Transaction Documents, and (ii) as to such Person’s financial resources and anticipated ability to meet its obligations and liabilities as they become due, to the effect that as of the Closing Date, and after giving effect to such transaction and Indebtedness: (A) the assets of such Person, individually and on a consolidated basis, at a Fair Valuation, exceed the Total Liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person, and (B) no unreasonably small capital base with which to engage in its anticipated business exists with respect to Borrower;

(f) Administrative Agent shall have completed examinations of the Borrower and its Affiliates and of the Collateral, the results of which shall be satisfactory in form and substance to Administrative Agent;

(g) Administrative Agent shall have received (or is satisfied that it will receive simultaneously with the funding of the initial Revolving Advances) all fees, charges and expenses due and payable to Administrative Agent and Lenders on or prior to the Closing Date pursuant to the Transaction Documents;

(h) all corporate and other proceedings, documents, instruments and other legal matters in connection with the transactions contemplated by the Transaction Documents shall be satisfactory to Administrative Agent and the Lenders;

(i) (i) no default (after any applicable grace or cure period has expired or been cancelled) shall exist pursuant to any obligations of Borrower, if any, under any material contract, and Borrower shall be in compliance with all Applicable Laws, (ii) no Event of Default shall exist and be continuing under this Agreement or any other Transaction Document and (iii) there shall exist no fact, condition or circumstance which, with the passage of time, the giving of notice or both, could reasonably be expected to result in a Material Adverse Effect;

(j) Administrative Agent shall have received a fully executed Accession Agreement with respect to the Intercreditor Agreement, in form and substance reasonably satisfactory to Administrative Agent;

(k) Administrative Agent shall have received evidence of release and termination of, or a satisfactory payoff letter authorizing Administrative Agent to release and terminate, any and all Liens and/or UCC financing statements in, on, against or with respect to any of the Collateral (other than Permitted Liens);

(l) the Liens in favor of the Administrative Agent, for the benefit of the Lenders, shall have been duly perfected and shall constitute first priority Liens, and the Collateral

shall be free and clear of all Liens other than Liens in favor of the Administrative Agent, for the benefit of the Lenders, in all cases subject to Permitted Liens; and

(m) Administrative Agent and Lenders shall have received such other documents and items as Administrative Agent or any Lender deems necessary, in its reasonable discretion.

4.2 Conditions to Advances

(a) The obligations of Lenders to make any Revolving Advances during the Revolving Period, including, but not limited to, the Initial Advances, are subject to the satisfaction (or waiver), in the sole judgment of Administrative Agent, of the following:

(i) Borrower shall have delivered to Administrative Agent, not later than 12:59 p.m. (New York City time) on the date that is two (2) Business Days prior to the proposed date for such requested funding of Revolving Advances, an irrevocable request for advance in the form of Exhibit D-1 hereto (a “Request for Advance”), and a Borrowing Base Certificate for such funding Revolving Advances with necessary supporting documentation executed by a Responsible Officer of Borrower, which shall constitute a representation and warranty by Borrower as of the date of such funding of Revolving Advances that the conditions contained in this Section 4.2, have been satisfied;

(ii) each of the representations and warranties made by Borrower in or pursuant to the Transaction Documents shall be accurate in all material respects before and after giving effect to the making of such Revolving Advance (except for those representations and warranties made as of a specific date), Borrower shall be in compliance with all covenants, agreements and obligations under the Transaction Documents, and no Early Wind-Down Trigger Event, Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested Revolving Advances on such date;

(iii) immediately after giving effect to the requested Revolving Advances, the Loan Balance shall not exceed the lesser of (i) the Maximum Loan Amount and (ii) the Borrowing Base;

(iv) immediately after giving effect to the requested Revolving Advances, the aggregate outstanding principal amount of the Class A Advances shall not exceed the Class A Borrowing Base and the aggregate outstanding principal amount of the Class B Advances shall not exceed the Class B Borrowing Base;

(v) Administrative Agent shall have received all fees, charges and expenses to the extent due and payable to Administrative Agent and Lenders on or prior to such date pursuant to the Transaction Documents;

(vi) there shall not have occurred any Material Adverse Change; (vii) no Regulatory Event shall have occurred with respect to any Receivable proposed to be pledged as Collateral and included in the Borrowing Base in connection with such Revolving Advance; and

(viii) all other documents requested by Administrative Agent (including the ACH Sweep Account Control Agreement with respect to the account maintained by Borrower at Axos Bank bearing the account number 890000215131) and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Administrative Agent.

(b) Promptly following receipt of a Request for Revolving Advances in accordance with Section 4.2(a) and all other deliverables described therein, Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Revolving Advance requested to be made as a part of the requested funding. Each Lender shall make each Revolving Advance agreed to be made by it, hereunder on the proposed date thereof by wire transfer of immediately available funds by 4:00 p.m. (New York City time) to the account of Administrative Agent most recently designated by it for such purpose by notice to Lenders. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Revolving Advance that such Lender will not make available to Administrative Agent such Lender’s requested Revolving Advance, Administrative Agent may assume that such Lender has made such amount available on such date in accordance with the previous sentence and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In lieu of the foregoing, Administrative Agent may, or, with the prior consent of the Administrative Agent and each other Lender, any Lender (an “Funding Advance Lender”) may, on behalf of any Lender, make any Advance to which such Lender has agreed hereunder upon satisfaction of the provisions of Section 4.2(a). Each Lender shall, upon demand, reimburse Administrative Agent or the Funding Advance Lender, as applicable, for such Lender’s Pro Rata Share of each such funding of Revolving Advances. In such event, if a Lender has not in fact made its Revolving Advance available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent or the Funding Advance Lender, as applicable, forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent or such Funding Advance Lender, as applicable, at (i) in the case of such Lender, (x) with respect to an amount due Administrative Agent, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (y) with respect to an amount due an Funding Advance Lender, if such unreimbursed Revolving Advance is a Class A Advance, the interest rate applicable to the Class A Advances generally and if such unreimbursed Revolving Advance is a Class B Advance, the interest rate applicable to the Class B Advances generally or (ii) in the case of Borrower, if such unreimbursed Revolving Advance is a Class A Advance, the interest rate applicable to the Class A Advances generally and if such unreimbursed Revolving Advance is a Class B Advance, the interest rate applicable to the Class B Advances generally. If such Lender pays such amount to Administrative Agent or the Funding Advance Lender, as applicable, then such amount shall constitute such Lender’s Revolving Advance. No Lender shall be obligated to make a Revolving Advance on behalf of another Lender.

V. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants as of the Closing Date and as of the date of each Advance as follows:

5.1 Organization and Authority

Borrower is a limited liability company, duly organized, validly existing and in good standing under the laws of its state of organization. Borrower (a) has all requisite power and authority to own its properties and assets (including, without limitation, the Collateral) and to carry on its business as now being conducted and as contemplated in the Transaction Documents, and (b) is duly qualified to do business in the jurisdictions set forth in Section 5.1 of Schedule A attached hereto, which are all of the jurisdictions in which failure to so qualify could reasonably be likely to have or result in a Material Adverse Effect. Borrower has all requisite power and authority (i) to execute, deliver and perform the Transaction Documents to which it is a party, (ii) to acquire the Receivables and other Collateral under a Purchase and Sale Agreement, (iii) to consummate the transactions contemplated under the Transaction Documents to which it is a party, and (iv) to grant the Liens with regard to the Collateral pursuant to the Security Documents to which it is a party. Borrower has no other operations or business other than owning the Receivables. Borrower is not an “investment company” registered or required to be registered under the Investment Company Act nor controlled by such an “investment company.” No transaction contemplated in this Agreement or the other Transaction Documents requires compliance with any bulk sales act or similar law.

5.2 Transaction Documents

The execution, delivery and performance by Borrower of the Transaction Documents to which it is a party, and the consummation by Borrower of the transactions contemplated thereby, (a) have been duly authorized by all requisite action of Borrower and have been duly executed and delivered to Administrative Agent by Borrower; (b) do not violate any material provisions of (i) any Applicable Law or order of any Governmental Authority binding on Borrower or any of its properties, or (ii) the operating agreement (or any other equivalent governing agreement or document) of Borrower, or any agreement between Borrower and its equity owners or among any such equity owners; (c) are not in conflict with, and do not result in a breach or default of or constitute an event of default, or, to the knowledge of Borrower, an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any indenture, agreement or other instrument to which Borrower is a party, or by which the properties or assets of Borrower is bound; (d) except as set forth herein or therein, will not result in the creation or imposition of any Lien (other than any Permitted Liens) upon any of the properties or assets of Borrower, and (e) except for filings in connection with the perfection of Administrative Agent’s Liens, do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person that has not been obtained except where the failure to so obtain could not reasonably be expected to result in a Material Adverse Effect. When executed and delivered, each of the Transaction Documents will constitute the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity (whether in a proceeding at law or in equity).

The Purchase and Sale Agreements are the only agreements pursuant to which Borrower purchases the Receivables and the related Collateral, unless otherwise mutually agreed to in writing by Borrower and Administrative Agent. Borrower has furnished to the Administrative Agent and the Initial Class B Lender true, correct and complete copies of the Purchase and Sale Agreements, the Republic Bank Purchase and Sale Agreement, the Republic Bank Program Agreement, the TAB Bank Participation Agreement, the TAB Bank Program Agreement, the CC Bank Participation Agreement and the CC Bank Program Agreement. There is no provision in any Purchase and Sale Agreement or any Bank Program Purchase and Sale Agreement (pursuant to which Receivables owned by Borrower have been acquired) that would restrict the ability of Borrower to collaterally assign its rights thereunder to Administrative Agent, for the benefit of the Lenders. Each purchase by NetCredit Finance, LLC under a Bank Program Purchase and Sale Agreement constitutes a sale enforceable against creditors of the applicable Bank Partner. 5.3 Subsidiaries, Capitalization and Ownership Interests Borrower has no Subsidiaries as of the Closing Date, and 100% of the outstanding equity interest in Borrower is directly owned (both beneficially and of record) by Intermediate LLC. The outstanding ownership or Voting Interests of Borrower have been duly authorized and validly issued. Section 5.3 of Schedule A attached hereto, includes, as of the Closing Date, all administrators, managers or managing members or directors of Borrower, Seller, Servicer and Enova, and an organizational chart of Enova and its Subsidiaries. Except as disclosed pursuant to Section 5.16, Borrower does not (i) own any Investment Property or (ii) own any interest or participate or engage in any joint venture, partnership or similar arrangements with any Person. Except as set forth in Section 5.3 of Schedule A attached hereto, no Person directly owns greater than twenty-five percent (25%) of the outstanding Equity Interests of Enova. 5.4 Receivables Borrower is the lawful owner of, and has good title to, each Receivable, free and clear of any Liens (other than the Lien of this Agreement and any Permitted Liens). 5.5 Other Agreements Borrower is not (a) a party to any judgment, order or decree or any agreement, document or instrument, or subject to any restriction, which is reasonably expected to have a Material Adverse Effect on its ability to execute and deliver, or perform under, any Transaction Document or to pay the Obligations or (b) in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it is a party or to which any of its properties or assets are subject, which default, if not remedied within any applicable grace or cure period, could reasonably be expected to be, have or result in a Material Adverse Effect, nor is there any event, fact, condition or circumstance which, with notice or passage of time or both, would constitute or result in a conflict, breach, default or event of default under, any of the foregoing which, if not remedied within any applicable grace or cure period could reasonably be expected to be, have or result in a Material Adverse Effect.

5.6 Litigation

Except as set forth in Section 5.6 of Schedule A attached hereto, (a) neither Borrower, Seller, Enova, nor, to Borrower’s knowledge, Servicer or any Originator is a party to any material pending or, to Borrower’s knowledge, threatened action, suit, proceeding or investigation related to the business of Borrower, (b) there is no pending or, to the knowledge of Borrower, threatened action, suit, proceeding or investigation involving Borrower or any Collateral, and, to Borrower’s knowledge, there is no pending or threatened action, suit, proceeding or investigation involving Servicer, Seller or any Originator or their respective businesses, in any case that could reasonably be expected to prevent or materially delay the consummation by Borrower, Seller, any Originator or Servicer of the transactions contemplated herein, (c) Borrower is not a party or subject to any order, writ, injunction, judgment or decree of any Governmental Authority, nor is there any action, suit, proceeding, inquiry or investigation by any Governmental Authority, in either case, that could reasonably be expected to prevent or materially delay the consummation by Borrower, Seller, Servicer, any Originator or Enova of the transactions contemplated herein, and (d) Borrower has had no existing accrued and/or unpaid penalties, fines or sanctions imposed by and owing to any Governmental Authority or any other governmental payor.

5.7 Financial Statements and Reports

Any financial statements and financial information relating to Borrower or Enova and its Subsidiaries that may hereafter be delivered to Administrative Agent by Borrower (a) are consistent with the books of account and records of Borrower or Enova, as applicable, (b) have been prepared in accordance with GAAP, on a consistent basis throughout the indicated periods, except that the unaudited financial statements contain no footnotes or year-end adjustments, and (c) present fairly in all material respects the financial condition, assets and liabilities and results of operations of Borrower or Enova and its Subsidiaries, as applicable, at the dates and for the relevant periods indicated in accordance with GAAP on a basis consistently applied. Borrower does not have any material obligations or liabilities of any kind required to be disclosed therein that are not disclosed in such financial statements, and since the date of the most recent financial statements submitted to Administrative Agent pursuant to Section 6.1, there has not occurred any Material Adverse Change or Material Adverse Effect or, to Borrower’s knowledge, any other event or condition that could reasonably be expected to be, have or result in a Material Adverse Effect. All Data provided by the Borrower pursuant to the Data and Reporting Guidelines is true, correct and complete in all material respects.

5.8 Compliance with Law

Except as set forth in Section 5.8 of Schedule A attached hereto, Borrower, Seller, Enova, and to Borrower’s knowledge, Servicer and each Originator (in the case of Originators and Servicer, solely with respect to the Receivables, or the sale, purchase or origination thereof, as applicable) (a) are in compliance with all Applicable Laws, (b) are not in violation of any order of any Governmental Authority, except, in the case of both (a) and (b), where noncompliance or violation could not reasonably be expected to be, have or result in a Material Adverse Effect. Neither Borrower, Seller, Enova, nor to Borrower’s knowledge, each Originator or Servicer (in the case of Originators and Servicer, solely with respect to the Receivables or the sale, purchase or origination thereof, as applicable) have received any notice that Borrower, Seller, Servicer or any Originator is not in material compliance in any respect with any of the requirements of any of the foregoing.

Borrower has not established and does not maintain or contribute to any “benefit plan” that is covered by Title IV of ERISA. Borrower, Seller, Enova, and to Borrower’s knowledge, each Originator and Servicer have maintained in all material respects all records required to be maintained by any applicable Governmental Authority. Since its formation, Borrower has not engaged, directly or indirectly, in any business other than the activities set forth herein and in any Purchase and Sale Agreement and the other Transaction Documents. 5.9 Licenses and Permits Borrower, Seller, Enova, and to Borrower’s knowledge, Servicer and each Originator (in the case of Servicer and each Originator solely with respect to the Receivables or the sale, purchase or origination thereof, as applicable) are in compliance with and have all Permits necessary or required by Applicable Law or any Governmental Authority for the operation of their respective businesses as presently conducted and as proposed to be conducted except where noncompliance, violation or lack thereof is not reasonably expected to have or result in a Material Adverse Effect. 5.10 No Default; Solvency There does not exist any Default or Event of Default. Borrower is and, after giving effect to the transactions and the incurrence of Indebtedness contemplated by the Transaction Documents, will be solvent and able to meet its obligations and liabilities as they become due. 5.11 Disclosure No Transaction Document nor any other agreement, schedule document, certificate, or written statement furnished to Administrative Agent and Lenders and prepared by or on behalf of Borrower in connection with the transactions contemplated by the Transaction Documents, nor any representation or warranty made by Borrower in any Transaction Document, contains any untrue statement of material fact or omits to state any fact necessary to make the factual statements therein taken as a whole not materially misleading in light of the circumstances under which it was furnished. There is no fact known to Borrower which has not been disclosed to Administrative Agent in writing which could reasonably be expected to be, have or result in a Material Adverse Effect. 5.12 Existing Indebtedness; Investments, Guarantees and Certain Contracts Borrower does not (a) have any outstanding Indebtedness, except Indebtedness under the Transaction Documents, or (b) own or hold any equity investments in, or have any outstanding guarantees for, the obligations of any other Person, except as permitted under Section 7.1. 5.13 Affiliated Agreements Except as set forth in Section 5.13 of Schedule A attached hereto, there are no existing or proposed agreements or transactions between Borrower, on the one hand, and Borrower’s members, managers, administrators, trustees, managing members, investors, officers, directors, stockholders, other equity holders, employees, or Affiliates or any members of their respective families, on the other hand.

5.14 [Reserved]5.15 Names; Location of Offices, Records and Collateral

Neither Borrower nor any of its predecessors has conducted business under or used any name (whether corporate, partnership or assumed) other than as shown in Section 5.15 of Schedule A attached hereto. Borrower is (or Borrower’s predecessors were) the sole owner(s) of all of its names listed in Section 5.15 of Schedule A attached hereto, and any and all business done in such names are Borrower’s (or any such predecessors’) business. Borrower maintains, and since its inception, its predecessors maintained, respective places of business and chief executive office only at the locations set forth in Section 5.15 of Schedule A attached hereto or, after the Closing Date, as additionally disclosed to Administrative Agent (with a copy to each Lender) in writing, and all copies of the Portfolio Documents and all books and records in connection therewith or in any way relating thereto are located and shall be only, in and at the locations set forth in Section 5.15 of Schedule A attached hereto (other than (i) Accounts, and (ii) Collateral in the possession or control of Administrative Agent, the Servicer or Backup Servicer). All of the Portfolio Documents are located only in the continental United States.

5.16 Accounts and Investment Property

Section 5.16 of Schedule A attached hereto, lists all of Borrower’s Accounts and Investment Property, as of the Closing Date.

5.17 Non-Subordination

The Obligations are not subordinated in any way to any other obligations of Borrower or to the rights of any other Person.

5.18 Receivables

(a) With respect to each Receivable designated as an Eligible Receivable on any Borrowing Base Certificate, Borrower warrants and represents to Administrative Agent and Lenders as of the date of delivery of each such Borrowing Base Certificate (or such other date as set forth in the definition of “Eligible Receivables”, as applicable) that: (i) such Receivable constitutes an Eligible Receivable, and (ii) in determining which Receivables are “Eligible Receivables,” Lender may rely upon all statements or representations made by Borrower.

(b) All Receivables selected by Seller or any Originator and offered to be sold to Borrower pursuant to a Purchase and Sale Agreement from all other similar line of credit Receivables that are included in Enova’s and its Subsidiaries pipeline of financial assets for acquisition were selected by Seller in accordance with the Approved Selection Procedures and with no intention to select Receivables that would be more adverse to Borrower, Administrative Agent, Lenders or Seller or its investors than those similar line of credit receivables.

5.19 Servicing

Borrower will enter into the Servicing Agreement with Servicer pursuant to which Borrower has engaged Servicer, as servicer and as Borrower’s agent, to monitor, manage, enforce and collect the applicable Receivables and disburse any collections in respect thereof as provided by the Servicing Agreement.

5.20 Legal Investments; Use of Proceeds Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying any “margin stock” or “margin security” (within the meaning of Regulations T, U or X issued by the Board of Governors of the Federal Reserve System), and no proceeds of the Loan will be used to purchase or carry any margin stock or margin security or to extend credit to others for the purpose of purchasing or carrying any margin stock or margin security. 5.21 Broker’s or Finder’s Commissions No broker’s, finder’s or placement fee or commission will be payable to any broker or agent engaged by Borrower or any of its officers, directors or agents with respect to the Loan or the transactions contemplated by this Agreement except for fees payable to Administrative Agent and Lenders. Borrower agrees to indemnify Administrative Agent and hold it harmless from and against any claim, demand or liability for broker’s, finder’s or placement fees or similar commissions, whether or not payable by Borrower, alleged to have been incurred in connection with such transactions, other than any broker’s or finder’s fees payable to Persons engaged by Administrative Agent and/or Lenders without the knowledge of Borrower. 5.22 Anti-Terrorism; OFAC (a) (i) Neither Borrower, nor any Person controlling or controlled by Borrower, nor any Person having a beneficial interest in Borrower, nor any Person for whom Borrower is acting as agent or nominee in connection with this transaction (1) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (2) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of Section 2 of such executive order, or (3) is a Person on the list of Specially Designated Nationals and Blocked Persons or is in violation of the limitations or prohibitions under any other OFAC regulation or executive order. (b) No part of the proceeds of the Loan will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. (c) Borrower acknowledges by executing this Agreement that Lender has notified Borrower that, pursuant to the requirements of the Patriot Act, Lender is required to obtain, verify and record such information as may be necessary to identify Borrower, or any Person owning twenty-five percent (25.00%) or more of the direct or indirect Equity Interests of Borrower (including the name and address of such Person) in accordance with the Patriot Act.

5.23 Security Interest

Borrower has full right and power to grant to Administrative Agent, for the benefit of the Secured Parties, a first priority security interest and Lien on the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing an equity interest, control and/or possession, as applicable, without any further action, Administrative Agent will have a good, valid and first priority (other than with respect to property or assets covered by Permitted Liens) perfected Lien and security interest in the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person (other than Permitted Liens). As of the Closing Date, no financing statement naming Borrower as “Debtor” and relating to any of the Collateral is on file in any public office except those on behalf of Administrative Agent and those related to the Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 5.23.

5.24 Survival

Borrower hereby makes the representations and warranties contained herein with the knowledge and intention that Administrative Agent and Lenders are relying and will rely thereon. All such representations and warranties will survive the execution and delivery of this Agreement, the Closing and the making of any and all Advances.

VI. AFFIRMATIVE COVENANTS

Borrower hereby covenants and agrees that, unless otherwise consented to by Administrative Agent in writing, until the full performance and satisfaction, and indefeasible payment in full in cash, of all the Obligations (other than indemnity obligations of Borrower under the Transaction Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending), the termination of the Revolving Commitments and termination of this Agreement:

6.1 Financial Statements, Reports and Other Information

(a) Financial Reports. Borrower shall furnish to Administrative Agent and the Lenders each of the following:

(i) as soon as available and, in any event, within thirty (30) calendar days after the end of each calendar quarter, quarterly financial statements of Borrower consisting of a balance sheet and statements of income as of the end of the immediately preceding monthly period;

(ii) as soon as available and in any event within forty-five (45) calendar days after the end of each calendar quarter, Borrower will deliver the audited consolidated financial statements of Enova consisting of a balance sheet and statements of income as of the end of the immediately preceding period, for such period; provided, however, to the extent such financial statements are publicly filed with the United States Securities and Exchange Commission or otherwise made publicly available within such time period, then the foregoing requirement shall be deemed to be satisfied; and

(iii) as soon as available and in any event within one hundred twenty (120) calendar days after the end of each fiscal year, audited consolidated financial statements of Enova, including the notes thereto, consisting of a balance sheet at the end of such completed fiscal year and the related statements of income, retained earnings, cash flows and owners’ equity for such completed fiscal year; provided, however, to the extent such financial statements are publicly filed with the United States Securities and Exchange Commission or otherwise made publicly available within such time period, then the foregoing requirement shall be deemed to be satisfied.

(b) Monthly Collateral and Servicing Report. As soon as available, and in any event not later than five (5) Business Days prior to each Payment Date, Borrower or Servicer shall furnish to Administrative Agent and Backup Servicer (with a copy to the Lenders), via email (which may consist of the front page of the Monthly Collateral and Servicing Report only) and through an FTP server or web-based data feed selected by or otherwise reasonably satisfactory to Administrative Agent, (i) a report, in computer file form reasonably accessible and usable by Administrative Agent and Backup Servicer, with respect to the Receivables pledged as Collateral, which report shall include, as of the end of the immediately preceding calendar month, the information contained in the form of Monthly Collateral and Servicing Report attached hereto as Exhibit C, (ii) all Data required pursuant to the Data and Reporting Guidelines and (iii) any other information with respect to the Collateral as Administrative Agent may reasonably request, all prepared by Borrower or Servicer and certified as to being true, correct and complete in all material respects by Borrower. For the avoidance of doubt, each such Monthly Collateral and Servicing Report shall include (i) the monthly Servicer report received by Borrower, (ii) a Borrowing Base Certificate dated as of the end of the most recent calendar month, (iii) a data tape with sufficient information for Administrative Agent to confirm that the information and calculations in each monthly Servicer report and Borrowing Base Certificate is true, correct and complete (iv) information related to Eligible Receivables and cash flows, Excess Concentration Amounts, Performance Triggers, waterfall payments and Financial Covenant calculations, which shall be accurate as of the last day of the related Due Period and (v) calculations with supporting detail demonstrating the compliance or non-compliance as of the end of the most recent Due Period (or calendar quarter, as applicable) with the Financial Covenants and Performance Triggers. The Administrative Agent shall be entitled to conclusively rely on such Monthly Collateral and Servicing Report without requirement for independent verification. For the avoidance of doubt, the Administrative Agent shall not have any duty or obligation to report any information not received by the Servicer or the Borrower, and shall have no liability therefor.

(c) Notices. Borrower shall promptly, and in any event within five (5) Business Days after the occurrence thereof, notify Administrative Agent and the Lenders in writing of (i) any pending material legal action, litigation, suit, investigation, arbitration, dispute resolution proceeding or administrative or regulatory proceeding brought, initiated or threatened in writing by or against Borrower or otherwise materially affecting Borrower or any of its or assets, (ii) any Early Wind-Down Trigger Event, Default, Event of Default or Servicer Event of Default, which notice shall specify the nature and status thereof, the period of existence thereof and what action is proposed to be taken with respect thereto or (iii) any Regulatory Event, (iv) any civil investigative demand not itself constituting a Regulatory Event, (v) any action taken or threatened

in writing to be taken by any Governmental Authority (or any notice of any of the foregoing) with respect to Borrower or any Collateral which is reasonably expected to have or result in a Material Adverse Effect and (vi) the indictment of or any active investigation of Borrower, Seller, Servicer, Enova, or to the knowledge of Borrower, the Originators, for a felony crime that is likely to result in a Material Adverse Effect.

(d) Quarterly Review Meeting. If requested by Administrative Agent or any Lender, appropriate management personnel of the Borrower and Enova shall be available in person or via teleconference during normal business hours (and in such as fashion so as not to unduly and materially disturb the business of Originator) as may be requested by Administrative Agent for a quarterly review meeting regarding the operations of the Seller, the Servicer, the Originators and the Borrower and the status and performance of the Collateral.

6.2 Payment of Obligations

Borrower shall make full and timely indefeasible payment in cash of the principal of and interest on the Loan and all other Obligations when due and payable.

6.3 Conduct of Business and Maintenance of Existence and Assets

Borrower shall (a) collect (or shall require Servicer to collect) all Receivables in the ordinary course of business, (b) maintain and keep in full force and effect its existence and all material Permits and qualifications to do business and remain in good standing in its jurisdiction of formation and each other jurisdiction in which the ownership or lease of property or the nature of its business makes such Permits or qualification necessary and in which failure to maintain such Permits or qualification is reasonably expected to have or result in a Material Adverse Effect and (c) remain in good standing and maintain operations in all jurisdictions in which currently located, except where the failure to remain in good standing or maintain operations could not reasonably be expected to be, have or result in a Material Adverse Effect.

6.4 Compliance with Legal and Other Obligations

Borrower shall (a) comply with all laws, statutes, rules, regulations, ordinances and tariffs of all Governmental Authorities applicable to it or its business, assets or operations, (b) pay all Taxes, assessments, fees, governmental charges, claims for labor, supplies, rent and all other obligations or liabilities of any kind for which it is liable when due and payable, except liabilities being contested in good faith and against which adequate reserves have been established in accordance with GAAP consistently applied, (c) perform in accordance with its terms each contract, agreement or other arrangement to which it is a party or by which it or any of the Collateral is bound, and (d) properly file all reports required to be filed by Borrower with any Governmental Authority, except under clauses (a), (b), (c), and/or (d) where the failure to comply, pay, file or perform could not reasonably be expected to be, have or result in a Material Adverse Effect.

6.5 Call LettersFor a period of three months following the first purchase by the Borrower of Bank Program Receivables originated by a Bank Partner, Borrower shall use reasonable commercial efforts to

promptly deliver to Administrative Agent a Bank Partner Call Letter duly executed by such Bank Partner and by the Borrower.6.6 True Books

Borrower shall (a) keep true, complete and accurate (in accordance with GAAP, except for the omission of footnotes and year-end adjustments in interim financial statements) books of record and account in accordance with commercially reasonable business practices in which true and correct entries are made of all of its dealings and transactions in all material respects; (b) set up and maintain on its books such reserves as may be required by GAAP with respect to doubtful accounts and all Taxes, assessments, charges, levies and claims and with respect to its business and (c) maintain a revenue recognition method in accordance with GAAP.

6.7 Inspection; Periodic Audits; Quarterly Review

Borrower shall permit the representatives of Administrative Agent and each Lender, at the expense of Borrower, during normal business hours upon reasonable notice (provided that Borrower shall not be responsible for the costs associated with more than one such inspection described below during any calendar year prior to the occurrence and continuance of an Early Wind-Down Trigger Event or Event of Default), to (a) visit and inspect Borrower’s offices or properties or any other place where Collateral is located to inspect the Collateral and/or to examine and/or audit all of Borrower’s books of account, records, reports and other papers, (b) make copies and extracts therefrom, and (c) discuss Borrower’s business, operations, prospects, properties, assets, liabilities, condition and/or Receivables with its officers (and by this provision such officers are authorized to discuss the foregoing). Borrower shall require Servicer to cooperate with Administrative Agent and its representatives in connection with any inspections or audits requested by Administrative Agent pursuant to and in accordance with the Servicing Agreement. In addition to the foregoing, Administrative Agent shall have the right, at the expense of Borrower, to conduct a legal review regarding the compliance of Borrower, Seller, any Originator and Servicer, as well as the forms of Portfolio Documents, with all Applicable Laws, and Borrower shall, and shall require Servicer, Seller or any Originator to cooperate with Administrative Agent and its internal and/or outside legal counsel in such legal review. Notwithstanding anything in the foregoing to the contrary, prior to the occurrence and continuation of an Early Wind-Down Trigger Event or an Event of Default, Borrower’s expenses for any audits, inspections or legal reviews described in this Section 6.7 shall not exceed $75,000 in the aggregate in any calendar year.

6.8 Further Assurances; Post Closing

At Borrower’s cost and expense, Borrower shall (a) within five (5) Business Days (or such longer period in the case of actions involving third parties as determined by Administrative Agent and Lenders in their sole discretion) after Administrative Agent’s reasonable demand, take such further actions, obtain such consents and approvals and shall duly execute and deliver such further agreements, assignments, instructions or documents as Administrative Agent or any Lender may reasonably request in its sole discretion in order to effectuate the purposes, terms and conditions of the Transaction Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance and/or consummation of the transactions contemplated hereby or the occurrence and during the continuation of a Default or Event of Default, (b) without limiting and notwithstanding any other provision of any Transaction Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth in any agreement regarding post-closing matters executed by Administrative Agent and Borrower, and (c) upon the exercise by Administrative Agent, any Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Transaction Document or under Applicable Law or at equity which requires any consent, approval, registration, qualification or authorization of such Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that may be so required for such consent, approval, registration, qualification or authorization.

Administrative Agent may, at any time and from time to time, request a certificate from an officer of Borrower representing that all conditions precedent to the closing of this Agreement and the making of any Revolving Advances have been satisfied. 6.9 Other Liens If Liens other than Permitted Liens exist on the Collateral, as soon as reasonably practicable Borrower shall take all actions, and execute and deliver all documents and instruments necessary to promptly release and terminate such Liens. As soon as reasonably practicable upon discovery of any Lien other than a Permitted Lien, Borrower shall notify Administrative Agent. 6.10 Use of Proceeds Borrower shall use the proceeds from each Advance under this Agreement only for the purposes set forth in the recitals to this Agreement. 6.11 Collateral Documents; Security Interest in Collateral On reasonable demand of Administrative Agent, Borrower shall make available to Administrative Agent copies of any and all documents, instruments, materials and other items that relate to, secure, evidence, give rise to or generate or otherwise involve Collateral, including, without limitation, the Receivables, in each case to the extent Borrower has access to such documents, instruments, materials and other items. Borrower shall (a) execute, obtain, deliver, file, register and/or record any and all financing statements, continuation statements, stock powers, instruments and other documents, or cause the execution, filing, registration, recording or delivery of any and all of the foregoing, that are necessary or required under law or otherwise requested by Administrative Agent or any Lender, in its sole discretion to be executed, filed, registered, obtained, delivered or recorded to create, maintain, perfect, preserve, validate or otherwise protect Borrower’s interest in the Collateral and Administrative Agent’s perfected first priority (other than with respect to property or assets covered by Permitted Liens) Lien on the Collateral (and Borrower irrevocably grants Administrative Agent the right, at such party’s option, to file any or all of the foregoing), (b) maintain, or cause to be maintained, at all times, Administrative Agent’s perfected first priority (other than with respect to property or assets covered by Permitted Liens) Lien on the Collateral, and (c) defend the Collateral and Administrative Agent’s first priority (other than with respect to property or assets covered by Permitted Liens) and perfected Lien thereon against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to Administrative Agent (other than Permitted Liens), and pay all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) in connection with such defense,

which may, at Administrative Agent’s discretion (with the consent of the Lenders), be added to the Obligations, in any event as necessary pursuant to this Agreement.

6.12 Servicing Agreement; Backup Servicer

(a) Borrower shall promptly provide (or require the Servicer to promptly provide) Administrative Agent (with a copy to each Lender) with true and complete copies of all material notices, reports, statements and other documents sent or received by Servicer under the Servicing Agreement. Borrower shall require Servicer to service all Receivables in accordance with the terms of the Servicing Agreement. Borrower shall comply with all provisions, terms and conditions set forth in the Servicing Agreement and Borrower shall not modify, amend, or terminate the Servicing Agreement without Administrative Agent’s prior written consent. Borrower shall promptly request from the Servicer any information or document requested by Administrative Agent, which such information or document Borrower has the right to request from Servicer pursuant to the Servicing Agreement, and Borrower shall promptly deliver to Administrative Agent such information or document upon receipt from Servicer.

(b) Borrower shall be required to provide the Monthly Collateral and Servicing Report in such form and in a manner reasonably acceptable to Administrative Agent as described in Section 6.1(b) hereof. Borrower agrees not to, and will require Servicer not to, interfere with Backup Servicer’s performance of its duties under any Backup Servicing Agreement or to take any action that would be inconsistent in any way with the terms of such Backup Servicing Agreement. Borrower covenants and agrees to, and will require Servicer to, provide any and all information and data reasonably requested by Administrative Agent to be provided promptly to Backup Servicer in the manner and form reasonably requested by Administrative Agent. Upon the occurrence and continuance of any Event of Default, Administrative Agent shall have the right to immediately substitute Backup Servicer or another third party servicer acceptable to Administrative Agent for Servicer in all of Servicer’s roles and functions as servicer of the Collateral, including as contemplated by the Transaction Documents and the Servicing Agreement and upon and after such substitution, Administrative Agent or the Backup Servicer as substituted Servicer, or such other third party servicer acceptable to Administrative Agent, shall be entitled to receive the applicable Servicing Fee.

6.13 Special Purpose Entity

Borrower has not, and shall not:

(a) engage in any business or activity other than the ownership, operation and maintenance of the Receivables and activities incidental thereto;

(b) acquire or own any material assets other than the Receivables (or such similar assets as Administrative Agent may reasonably approve), and such incidental personal property as may be necessary for the operation of the Receivables;

(c) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Administrative Agent’s, the Requisite Class A Lenders’ and the Requisite Class B Lenders’ consent; (d) own any Subsidiary or make any equity investment in any Person without the consent of Administrative Agent, the Requisite Class A Lenders and the Requisite Class B Lenders;

(e) commingle its assets with the assets of any of its members, shareholders, Affiliates, principals or of any other Person;

(f) incur any debt for borrowed money, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Obligations;

(g) fail to maintain its records, books of accounts and bank accounts separate and apart from those of the members, partners, shareholders, principals and Affiliates of Borrower or any other Person;

(h) other than any Transaction Documents or as otherwise required by the Transaction Documents, enter into any contract or agreement with any member, shareholder, principal or Affiliate of Borrower or any member, shareholder, principal or Affiliate of any of the foregoing, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any member, shareholder, principal or Affiliate of Borrower, or any member, shareholder or Affiliate of any of the foregoing;

(i) seek the dissolution or winding up in whole, or in part, of Borrower;

(j) fail to correct any known misunderstandings regarding the separate identity of Borrower, as applicable;

(k) hold itself out to be responsible for the debts of another Person;

(l) other than owning the Receivables, make any loans or advances to any third party, including any member, shareholder, principal or Affiliate of Borrower or Servicer, or any member, shareholder, principal or Affiliate of any of the foregoing;

(m) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any member, shareholder, principal or Affiliate of Borrower, Servicer or Originator, or any member, shareholder, principal or Affiliate of any of the foregoing);

(n) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

(o) except for invoicing for collections and servicing of Receivables, share any common logo with or hold itself out as or be considered as a department or division of (i) any shareholder, principal, member or Affiliate of Borrower, (ii) any Affiliate of a shareholder, principal or member of Borrower, or (iii) any other Person; (p) without the unanimous consent of all owners of the Equity Interests of Borrower and the independent manager of Borrower, file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; or (q) fail at any time to have at least one (1) of its directors or managers being independent directors or managers that is not and has not been for at least three (3) years a director (other than as an independent director), manager, officer, employee, trade creditor, supplier or shareholder (or spouse, parent, sibling or child of the foregoing) of (or a Person who directly or indirectly controls) (i) Borrower, (ii) any general or limited partner, shareholder, principal, member or Affiliate of Borrower, or (iii) any Affiliate of any general or limited partner, shareholder, principal or member of Borrower. 6.14 Collections Borrower agrees and covenants that it shall: (a) At all times comply, and require Servicer to comply, with the terms of Section 2.3 hereof; and (b) Prevent the deposit into any Account of any funds other than collections from Receivables or other funds to be deposited into such Accounts under this Agreement, the Intercreditor Agreement or the other Transaction Documents (provided that this covenant shall not be breached to the extent that funds are inadvertently deposited into any Account and upon discovery are promptly segregated and removed from such Account). 6.15 Data Borrower shall comply in all material respects with the Data and Reporting Guidelines in connection with its delivery of Data hereunder. 6.16 Changes to Underwriting Guidelines and Portfolio Documents Borrower shall provide to Administrative Agent thirty (30) days’ prior written notice of any material changes or material proposed changes to the Underwriting Guidelines. Any such material changes or material proposed changes shall be approved by Administrative Agent (with the consent of the Requisite Class A Lenders and the Requisite Class B Lenders) in order for any Receivables originated pursuant to such materially amended Underwriting Guidelines to constitute Eligible Receivables. Borrower shall provide prior written notice to Administrative Agent of any material proposed change or variation to the form of Portfolio Documents attached hereto as Exhibit H. 6.17 Financial Covenants (a) Tangible Net Worth. Borrower shall cause, as at the end of each calendar quarter, the Tangible Net Worth of Enova, together with its Subsidiaries on a consolidated basis, to not be less than $500,000,000.

(b) Liquidity. Borrower shall cause, as at the end of each calendar quarter, Liquidity of Enova to not be less than $40,000,000.

(c) Leverage Ratio. Borrower shall cause, as at the end of each calendar quarter, the Leverage Ratio for Enova not to exceed 3.00 to 1.00.

(d) Financial Covenant Grace Period. In the event (x) Borrower (or Enova) is not in compliance with any of the financial covenants in Section 6.17(a), (b) or (c), (the “Financial Covenants”) as of the most recent date on which such Financial Covenant is tested (a “Financial Covenant Breach”) or (y) an Early Wind-Down Trigger Event occurs, then until the tenth (10th) Business Day after the date on which a Monthly Collateral and Servicing Report is first required to be delivered with respect to the period for which the Financial Covenant Breach or Early Wind-Down Trigger Event occurred, pursuant to Section 6.1 (such period, the “Repayment Cure Period”), Borrower may, at its option, cause the entire amount of the Obligations to be repaid in full (the “Repayment Cure”). After the exercise of the Repayment Cure in respect of any such failure to be in compliance, (i) so long as the outstanding principal balance of all Advances remain at $0, no Default or Event of Default, or Early Wind-Down Trigger Event, as the case may be, shall be deemed to exist as a result of such non-compliance with the Financial Covenants or collateral or performance trigger or covenant giving rise to the or Early Wind-Down Trigger Event, as applicable (and any such Default or Event of Default, or Early Wind-Down Trigger Event, as the case may be, arising therefrom shall be retroactively considered not to have existed or occurred so long as the Borrower demonstrates compliance with such Financial Covenant or such collateral or performance trigger or covenant giving rise to the or Early Wind-Down Trigger Event, as applicable, on a future testing date) and the Borrower or Enova, as applicable, shall be deemed to be in compliance with the Financial Covenants and no or Early Wind-Down Trigger Event shall be deemed to have occurred and (ii) the Borrower shall not request any Revolving Advances until the Borrower has delivered to the Administrative Agent a Monthly Collateral and Servicing Report demonstrating compliance with the Financial Covenants and that no Early Wind-Down Trigger Event is continuing (both immediately before and after giving effect to the funding of any such requested Revolving Advance). It is understood and agreed that during the Repayment Cure Period, neither the Administrative Agent nor any other Secured Party shall exercise the right to terminate the Revolving Commitments, to foreclose on or take possession of the Collateral, to declare an Amortization Period to be in effect, or to engage in any other remedy solely due to the breach of such Financial Covenant. Notwithstanding anything to the contrary herein, in no event may a Repayment Cure be exercised more than two times after the Closing Date, unless otherwise consented to by Administrative Agent (with the consent of the Requisite Class A Lenders and the Requisite Class B Lenders).

VII. NEGATIVE COVENANTS

Borrower covenants and agrees that, unless otherwise consented to by Administrative Agent in writing, until full performance and satisfaction, and indefeasible payment in full in cash, of all the Obligations (other than indemnity obligations of Borrower under the Transaction Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) and termination of this Agreement:

7.1 Indebtedness

Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except Indebtedness under the Transaction Documents.

7.2 Liens

Borrower shall not create, incur, assume, or suffer to exist, any Lien upon, in or against, or pledge of, any of the Collateral, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (a) Liens under the Transaction Documents or otherwise arising in favor of Administrative Agent, for the benefit of the Lenders, (b) any right of set-off granted in favor of any financial institution in respect of Accounts opened and maintained in the ordinary course of business or pursuant to the requirements of this Agreement; provided, that with respect to any such Account, Administrative Agent has a perfected Lien thereon and control thereof (subject to the Intercreditor Agreement), and (c) Liens imposed by law for Taxes that are not yet due or are being contested in good faith.

7.3 Investments; Investment Property; New Facilities or Collateral; Subsidiaries

Borrower shall not, directly or indirectly, (a) merge with, purchase, own, hold, invest in or otherwise acquire any Equity Interests of, or any other interest in, all or substantially all of the assets of, any Person or any joint venture, (b) purchase, own, hold, invest in or otherwise acquire any Investment Property (except for (i) Accounts with financial institutions and related investments in the ordinary course of business or as required by this Agreement and with respect to which, Administrative Agent has a perfected Lien thereon and control thereof (subject to the Intercreditor Agreement) and (ii) the indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business) or (c) make or permit to exist any loan, advances or guarantees to or for the benefit of any Person or assume, guarantee, endorse, contingently agree to purchase or otherwise become liable for or upon or incur any obligation of any Person except as provided in clause (b). Borrower shall not purchase, lease, own, operate, hold, invest in or otherwise acquire any property or asset or any Collateral that is located outside of the continental United States except as provided in clause (b). Borrower shall not have any Subsidiaries.

7.4 Dividends; Redemptions; Equity

Except as otherwise agreed to by Administrative Agent, the Requisite Class A Lenders and the Requisite Class B Lenders, Borrower shall not (a) declare, pay or make any dividend or distribution on any Equity Interests or other securities or ownership interests, (b) apply any of its funds, property or assets to the acquisition, redemption or other retirement of any Equity Interests or other securities or interests or of any options to purchase or acquire any of the foregoing, (c) otherwise make any payments, dividends or distributions to any member, manager, managing member, stockholder, director or other equity owner in such Person’s capacity as such, (d) make any payment of any management, service or related or similar fee to any Affiliate or holder of Equity Interests of Borrower, (e) issue, sell or create any Equity Interests, or (f) otherwise make any payments under a Purchase and Sale Agreement other than payments of the Purchase Price (as such term is defined in the Purchase and Sale Agreement) of each Receivable purchased by Borrower pursuant to a Purchase and Sale Agreement; provided, that, so long as no Early Wind-Down Trigger Event, Default or Event of Default has occurred or is continuing, or would be caused by such payment or distribution, Borrower may make distributions on a Payment Date of funds received by it pursuant to Section 2.4(a)(xiii) without the written consent of Administrative Agent.

7.5 Transactions with Affiliates Borrower shall not enter into or consummate any transaction of any kind with any of its Affiliates other than (a) the transactions contemplated hereby and by the other Transaction Documents, subject to compliance with the requirements set forth in Section 2.6 hereof, (b) the transactions described on Section 5.13 of Schedule A and (c) to the extent not otherwise prohibited under this Agreement, other transactions upon fair and reasonable terms materially no less favorable to Borrower than would be obtained in a comparable arms-length transaction with a Person not an Affiliate. 7.6 Charter Documents; Fiscal Year; Dissolution; Use of Proceeds; Insurance Policies; Disposition of Collateral; Trade Names Borrower shall not (a) amend, modify, restate or change its certificate of formation or governance documents in a manner that would be adverse to Administrative Agent or Lenders, (b) change its state of organization, its corporate name or its fiscal year without thirty (30) calendar days prior written notice to Administrative Agent, (c) amend, alter, suspend, terminate or make provisional in any material way, any Permit, the suspension, amendment, alteration or termination of which could reasonably be expected to be, have or result in a Material Adverse Effect without the prior written consent of Administrative Agent (acting at the direction of the Requisite Class A Lenders and the Requisite Class B Lenders), which consent shall not be unreasonably withheld, (d) wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking or that would result in any of the foregoing, (e) use any proceeds of the Loan for “purchasing” or “carrying” “margin stock” as defined in Regulations T, U or X of the Board of Governors of the Federal Reserve System for any use not contemplated or permitted by this Agreement, (f) amend, modify, restate or change any insurance policy in a manner adverse to Administrative Agent or Lenders in any material respect, (g) engage, directly or indirectly, in any business other than as set forth herein or (h) establish new or additional trade names without providing not less than thirty (30) days advance written notice to Administrative Agent. 7.7 Transfer of Collateral; Amendment of Receivables (a) Except pursuant to a Permitted Disposition or Permitted Securitization, subject to compliance with the requirements set forth in Section 2.6 and Section 12.11(b) hereof, Borrower shall not sell, lease, transfer, pledge, encumber, assign or otherwise dispose of any Collateral without the prior consent of Administrative Agent, the Requisite Class A Lenders and the Requisite Class B Lenders. (b) Borrower shall not extend, amend, waive or otherwise modify the terms of any Receivable (other than any Permitted Modification) or permit the rescission or cancellation of any Receivable, whether for any reason relating to a negative change in the related Account Debtor’s creditworthiness or inability to make any payment under the Receivable or otherwise, except as permitted by the Underwriting Guidelines or the Servicing Policy or as otherwise permitted in the Servicing Agreement; provided that no Due Date Adjustment in excess of ninety (90) days shall be made to any Receivable.

(c) Except as required by Applicable Law, Borrower shall not terminate or reject any Receivable prior to the end of the term of such Receivable, whether such rejection or early termination is made pursuant to any Applicable Law, unless prior to such termination or rejection, such Receivable and any related Collateral have been released from the Lien created by this Agreement.

7.8 Contingent Obligations and Risks

Except as otherwise expressly permitted by this Agreement, Borrower shall not enter into any Contingent Obligations or assume, guarantee, endorse, contingently agree to purchase or otherwise become liable for or upon or incur any obligation of any Person (other than indemnities to officers and directors of such Person to the extent permitted by Applicable Law); provided, however, that nothing contained in this Section 7.8 shall prohibit Borrower from indorsing checks in the ordinary course of its business.

7.9 [Reserved]7.10 Modifications of Agreements

Borrower shall not make, or agree to make, or permit any of its Affiliates to make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of any Purchase and Sale Agreement or Bank Program Agreement without the prior written consent of Administrative Agent, the Requisite Class A Lenders and the Requisite Class B Lenders, such consent not to be unreasonably withheld, conditioned or delayed.

7.11 Anti-Terrorism; OFAC

Borrower shall not (a) be or become a Person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) engage in any dealings or transactions prohibited by Section 2 of such executive order, or otherwise be associated with any such Person in any manner violative of Section 2 of such executive order, or (c) otherwise become a Person on the list of Specially Designated Nationals and Blocked Persons in violation of the limitations or prohibitions under any other OFAC regulation or executive order.

7.12 Accounts and Payment Instructions

(a) Borrower shall not open an Account (other than those listed in Section 5.16 of Schedule A attached hereto as of the Closing Date) without the prior written consent of Administrative Agent.

(b) Borrower shall not make any change in the instructions to Servicer with respect to the deposits of collections regarding Receivables to the Collateral Account in accordance with this Agreement, the Intercreditor Agreement and the Servicing Agreement.

(c) Borrower shall not, and shall require Servicer to not, make any change in the instructions to any Account Debtor on any Receivable that is Collateral with respect to any instructions to such Account Debtors regarding payment to be made to the Collateral Account.

7.13 Servicing Agreement

Borrower shall not, without the prior written consent of Administrative Agent, the Requisite Class A Lenders and the Requisite Class B Lenders:

(a) with respect to the Servicing Agreement, terminate, amend or modify the Servicing Agreement in any manner or consent to any request from the Servicer or any other party thereto to do the same;

(b) except in connection with the replacement of the Servicer by the Backup Servicer or third party servicer acceptable to Administrative Agent in accordance with Section 6.12(b), allow Servicer to transfer, assign or delegate any of its duties or functions under the Servicing Agreement, as applicable, to any Person, or otherwise engage any such Person to perform any such duties or functions for or on behalf of Servicer, or Borrower, in each case other than in accordance with the Servicing Agreement; and

(c) except in connection with the replacement of the Servicer by the Backup Servicer or third party servicer acceptable to Administrative Agent in accordance with Section 6.12(b), transfer the duties and functions of Servicer under the Servicing Agreement to any other Persons.

7.14 No Adverse Selection

Borrower covenants and agrees that all Receivables selected to be purchased by Borrower pursuant to a Purchase and Sale Agreement from all other similar line of credit receivables originated or owned by Enova and its Subsidiaries shall, at all times, be selected by Seller in accordance with the Approved Selection Procedures and with no intention to select Receivables that would be more adverse to Borrower, Administrative Agent, Lenders or Seller or its investors than those similar line of credit receivables; provided further, that selection procedures that merely reflect differing eligibility criteria and excess concentration limits between this facility and other credit facilities shall not be deemed to violate this provision.

VIII. EVENTS OF DEFAULT

The occurrence of any one or more of the following shall constitute an “Event of Default”:

(a) Borrower shall fail to pay the principal of or interest on the Loan within two (2) Business Days of the date due and payable;

(b) any representation, statement or warranty made or deemed made by Borrower, Enova, Seller, Servicer, any Originator in any Transaction Document or in any other certificate, document, report or opinion delivered in conjunction with any Transaction Document to which it is a party, shall not be true and correct in all material respects or shall have been false or misleading in any material respect on the date when made or deemed to have been made (except to the extent already qualified by materiality, in which case it shall be true and correct in all respects and shall not be false or misleading in any respect) except those made as of a specific date; provided, that, (x) the failure of a representation or warranty made by Borrower with respect to whether a Receivable was an Eligible Receivable to be true and correct shall not result in an Event of Default if Borrower makes the required payment or substitution specified in Section 2.6 and (y) the failure of a representation or warranty made by Seller or any Originator with respect to whether a Receivable was an Eligible Receivable to be true and correct shall not result in an Event of Default if Seller or such Originator complies with any repurchase obligation arising therefrom in compliance with the applicable Purchase and Sale Agreement;

(c) Borrower shall be in violation, breach or default of, or shall fail to perform, observe or comply with any covenant, obligation or agreement of it set forth in this Agreement (other than any violation, breach or default in the covenants set forth in Sections 2.11, 6.17, or VII of this Agreement or the misappropriation of any funds to be delivered to the Collateral Account pursuant to Section 2.3 and applied pursuant to Section 2.4 of this Agreement, for which there shall be no cure period) and such violation, breach or failure shall continue or not be cured within a period of thirty (30) days after the Borrower first receives notice or obtains knowledge thereof;

(d) Borrower, Enova, Seller, Servicer, or any Originator shall be in violation, breach or default of, or shall fail to perform, observe or comply with any covenant, obligation or agreement of it set forth in any other Transaction Document, and such violation, breach or failure shall continue or not be cured within a period of thirty (30) days after Borrower or its Affiliate first receives notice or obtains knowledge thereof;

(e) the Borrower shall become an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

(f) (i) any of the Transaction Documents ceases to be in full force and effect (other than in accordance with its terms), or (ii) any Lien created under any Transaction Document ceases to constitute a valid first priority (other than with respect to property or assets covered by Permitted Liens) perfected Lien on the Collateral in accordance with the terms thereof, except with respect to Collateral that is released from the Lien of Administrative Agent as permitted under the Transaction Documents or the Security Documents;

(g) one or more judgments or decrees is rendered against (i) Borrower in an amount in excess of $250,000 individually or $500,000 in the aggregate (excluding judgments to the extent covered by insurance of Borrower), which is/are not bonded pending appeal, satisfied, stayed, vacated or discharged of record within thirty (30) calendar days of being rendered or (ii) Enova, Seller, Servicer or any Originator in an amount in excess of $20,000,000 individually or in the aggregate (excluding judgments to the extent covered by insurance of such Person), which is/are not bonded pending appeal, satisfied, stayed, vacated or discharged of record within thirty (30) calendar days of being rendered;

(h) (i) any default or breach occurs, which is not cured within any applicable grace period or waived, (x) in the payment of any amount with respect to any Indebtedness (other than the Obligations) of Borrower, Enova, Seller, Servicer or any Originator for borrowed money having an aggregate principal amount in excess of $250,000 individually or $500,000 in the aggregate (with respect to the Borrower) or $20,000,000 individually or in the aggregate (with respect to each other such Person), or (y) in the performance, observance or fulfillment of any provision contained in any agreement, contract, document or instrument to which Borrower, Enova, Seller, Servicer or any Originator, as applicable, is a party or to which any of their properties or assets are subject or bound under or pursuant to which any Indebtedness having an aggregate principal amount in excess of $250,000 individually or $500,000 in the aggregate (with respect to the Borrower) or $20,000,000 individually or in the aggregate (with respect to each other such Person) was issued, created, assumed, guaranteed or secured and such default or breach continues for more than any applicable grace period and permits the holder of any such Indebtedness to accelerate the maturity thereof;

(i) Borrower, Enova, Seller, Servicer or any Originator shall (i) be unable to pay its debts generally as they become due, (ii) file a petition under any insolvency statute, (iii) make a general assignment for the benefit of its creditors, (iv) commence a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property or shall otherwise be dissolved or liquidated, or (v) file a petition seeking reorganization or liquidation or similar relief under any Debtor Relief Law or any other Applicable Law;

(j) (i) a court of competent jurisdiction shall (A) enter an order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of Borrower, Enova, Seller, Servicer or any Originator or the whole or any substantial part of the properties of such Person, which shall continue unstayed and in effect for a period of sixty (60) calendar days, (B) approve a petition filed against Borrower seeking reorganization, liquidation or similar relief under the any Debtor Relief Law or any other Applicable Law, which is not dismissed within sixty (60) calendar days or, (C) under the provisions of any Debtor Relief Law or other Applicable Law, assume custody or control of such Person or of the whole or any substantial part of the properties of such Person, which is not irrevocably relinquished within sixty (60) calendar days, or (ii) there is commenced against Borrower, Enova, Seller, Servicer or any Originator any proceeding or petition seeking reorganization, liquidation or similar relief under any Debtor Relief Law or any other Applicable Law or statute, which (A) is not unconditionally dismissed within sixty (60) calendar days after the date of commencement, or (B) is with respect to which such Person takes any action to indicate its approval of or consent;

(k) any Servicer Event of Default occurs;

(l) the suspension, loss, revocation, or failure to renew or file for renewal of any registration, approval, license, permit, or franchise required for the collection of the Receivables by Borrower which is now held or hereafter acquired by Borrower or the issuance of any stay order, cease and desist order or similar judicial or nonjudicial sanction prohibiting the collection of the Receivables;

(m) any Level 2 Performance Trigger shall remain in existence for three months or longer;

(n) a Regulatory Event shall have occurred impacting greater than ten percent (10%) of all Receivables pledged hereunder (which for the avoidance of doubt, shall not include any Receivables repurchased from Borrower); or (o) the occurrence of a Change of Control.

Upon the occurrence and continuance of an Event of Default, notwithstanding any other provision of any Transaction Document, (a) Administrative Agent may, by notice to Borrower, (i) terminate its obligations hereunder and/or the Revolving Commitments of each of the Lenders, whereupon the same shall immediately terminate, (ii) substitute immediately Backup Servicer or any other third party servicer acceptable to Administrative Agent, the Requisite Class A Lenders and the Requisite Class B Lenders, each acting in its sole discretion, for Servicer in all of Servicer’s roles and functions as contemplated by the Transaction Documents and the Servicing Agreement and any fees, costs and expenses of, for or payable to Backup Servicer or other third party servicer acceptable to Administrative Agent, the Requisite Class A Lenders and the Requisite Class B Lenders, each acting in its sole discretion, and reasonably acceptable to Borrower shall be at Borrower’s sole cost and expense, (iii) with respect to the Collateral, (1) terminate the Servicing Agreement and service the Collateral, including the right to institute collection, foreclosure and other enforcement actions against the Collateral; (2) enter into modification agreements and make extension agreements with respect to payments and other performances; (3) release Account Debtors and other Persons liable for performance; (4) settle and compromise disputes with respect to payments and performances claimed due, all without notice to Borrower, and all in Administrative Agent’s sole discretion and without relieving Borrower from performance of the obligations hereunder or under any other Transaction Document; (5) receive, collect, open and read all mail of Borrower for the purpose of obtaining all items pertaining to the Collateral and any collateral described in any Transaction Document; (6) collect all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable by or on behalf of any Account Debtor pursuant to any Receivable, the related Portfolio Documents, or any other related documents or instruments directly from such Account Debtor; and (7) subject to the Intercreditor Agreement, apply all amounts in or subsequently deposited in any Account to the payment of the unpaid Obligations or otherwise as Administrative Agent in its sole discretion shall determine after applying such amounts pursuant to Section 2.4(a) hereof; and (iv) declare all or any of the Loan, all interest thereon and all other Obligations to be due and payable immediately (except in the case of an Event of Default under Section 8(h) or (i), in which event all of the foregoing shall automatically and without further act by Administrative Agent or Lenders be due and payable and Administrative Agent or Lenders’ obligations hereunder shall terminate, in each case without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower and (b) effective immediately upon receipt of notice from Administrative Agent (unless specifically prohibited and provided for in Article VII, in which case effective immediately upon an Event of Default without any action of Administrative Agent or any Lender), no action permitted to be taken under Article VII hereof may be taken. IX. RIGHTS AND REMEDIES AFTER DEFAULT9.1 Rights and Remedies (a) In addition to the acceleration provisions set forth in Article VIII above, upon the occurrence and during the continuation of an Event of Default, Administrative Agent shall have the right to (and, subject to Sections 9.1(c) and (d), at the request of the Requisite Class A Lenders or Requisite Class B Lenders or both, shall) exercise any and all rights, options and remedies provided for in any Transaction Document, under the UCC or at law or in equity, including, without limitation, the right to (i) apply any property of Borrower held by

Administrative Agent to reduce the Obligations, (ii) foreclose the Liens created under the Transaction Documents, (iii) realize upon, take possession of and/or sell any Collateral, with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as Borrower might exercise, (v) collect and send notices regarding the Collateral, with or without judicial process, (vi) by its own means or with judicial assistance, enter any premises at which Collateral is located or dispose of the Collateral on such premises without any liability for rent, storage, utilities, or other sums, and Borrower shall not resist or interfere with such action, (vii) at Borrower’s expense, require that all or any part of the Collateral be assembled and made available to Administrative Agent at any place designated by Administrative Agent in its sole discretion, (viii) reduce or otherwise change the advance rates applicable to the Class A Borrowing Base and Class B Borrowing Base and/or the Maximum Loan Amount and/or any component of the Maximum Loan Amount and/or (ix) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Transaction Document, Administrative Agent, in its sole discretion, shall have the right, at any time that Borrower fails to do so after an Event of Default, without prior notice, to: (A) obtain insurance covering any of the Collateral to the extent required hereunder; and (B) discharge Taxes, levies and/or Liens on any of the Collateral that are in violation of any Transaction Document unless Borrower is in good faith with due diligence by appropriate proceedings contesting those items. Such expenses and advances shall be deemed Advances hereunder and shall be added to the Obligations until reimbursed to Administrative Agent, for its own account and for the benefit of the other Lenders, and shall be secured by the Collateral, and such payments by Administrative Agent, for its own account and for the benefit of the other Lenders, shall not be construed as a waiver by Administrative Agent or Lenders of any Event of Default or any other rights or remedies of Administrative Agent or Lenders.

(b) Borrower agrees that notice received at least ten (10) calendar days before the time of any intended public sale, private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. At any sale or disposition of Collateral, Administrative Agent or any Class B Lender may (to the extent permitted by Applicable Law) purchase all or any part thereof free from any right of redemption by Borrower, which right is hereby waived and released, to the extent permitted by law. Borrower covenants and agrees not to interfere with or impose any obstacle to Administrative Agent’s exercise of its rights and remedies with respect to the Collateral. In dealing with or disposing of the Collateral or any part thereof, Administrative Agent shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

(c) Upon the occurrence and during the continuance of any Event of Default, and after the Administrative Agent’s receipt of written instructions for an exercise of remedies pursuant to Section 9.1(a) (a “Remedies Direction”) from the Requisite Class A Lenders, the Requisite Class A Lenders shall have the exclusive right (unless the Administrative Agent is then taking action pursuant to a Remedies Direction delivered by the Requisite Class B Lenders in accordance with this Agreement) to direct the Administrative Agent in writing to exercise the rights, options and remedies provided for in the Transaction Documents.

(d) The Requisite Class B Lenders shall be entitled to deliver any Remedies Direction to Administrative Agent pursuant to Section 9.1(a) following the occurrence and during the continuance of any Event of Default, provided, however, that Requisite Class B Lenders may not provide (and the Administrative Agent shall not act upon) any Remedies Direction (i) during the Standstill Period with respect to such Event of Default (ii) if the Administrative Agent has received a Remedies Direction from the Requisite Class A Lenders pursuant to Section 9.1(c) hereof that it is then taking action upon, or is then required to take action upon, so long as such actions are timely commenced and pursued with reasonable diligence or Administrative Agent is diligently attempting to vacate any stay or prohibition against such Remedies Direction or (iii) the Administrative Agent has otherwise commenced enforcement actions and is diligently pursuing any remedies concerning the Collateral. For the avoidance of doubt, the foregoing shall not be construed to prohibit the Class B Lenders from accruing interest at the Default Rate, filing proofs of claim in any applicable bankruptcy proceeding or exercising the Class B Lender Purchase Right during the Standstill Period or otherwise.

(e) Notwithstanding receipt by the Administrative Agent of a Remedies Direction as provided in Sections 9.1(c) and (d) hereof, (i) the obligations of the Administrative Agent under this Section 9.1 shall be subject to the rights and benefits of the Administrative Agent in this Agreement and the other Transaction Documents, (ii) the Administrative Agent, in any case, shall not be required to pursue any exercise of rights or remedies with respect to an Event of Default that has been cured or waived and (iii) nothing in this Section 9.1 shall be construed to prohibit or limit the Administrative Agent from exercising any rights and remedies under the Transaction Documents to the extent directed by (i) all Lenders or (ii) the Requisite Class A Lenders and the Requisite Class B Lenders collectively.

9.2 Application of Proceeds

Notwithstanding any other provision of this Agreement (including Section 2.4 hereof), in addition to any other rights, options and remedies Administrative Agent and Lenders have under the Transaction Documents, the UCC, at law or in equity, all dividends, interest, rents, issues, profits, fees, revenues, income and other proceeds collected or received from collecting, holding, managing, renting, selling, or otherwise disposing of all or any part of the Collateral or any proceeds thereof upon exercise of its remedies hereunder upon the occurrence and continuation of an Event of Default shall be applied in the following order of priority: (a) first, to the payment of all outstanding fees, expenses and indemnities due and owing to the Administrative Agent, without regard to any caps, (b) second, to the payment of all costs and expenses of such collection, storage, lease, holding, operation, management, sale, disposition or delivery and of conducting Borrower’s business and of maintenance, repairs, replacements, alterations, additions and improvements of or to the Collateral, and to the payment of all sums which Administrative Agent or Class A Lenders may be required or may elect to pay, if any, for Taxes, assessments, insurance and other charges upon the Collateral or any part thereof, and all other payments that Administrative Agent or Class A Lenders may be required or authorized to make under any provision of this Agreement (including, in each such case, in-house and outside documentation and diligence fees and legal expenses, search, audit, recording, professional and filing fees and expenses and reasonable attorneys’ fees and all expenses, liabilities and advances made or incurred in connection therewith); (c) third, to the payment of all Obligations owing to Administrative Agent and Class A Lenders in such order as determined by Administrative Agent in its sole discretion; (d) fourth, to the payment of all Obligations owing to Class B Lenders in such order as determined by Administrative Agent in its sole discretion and (e) fifth, to the payment of any surplus then remaining to Borrower, unless otherwise provided by law or directed by a court of competent jurisdiction; provided, that Borrower shall be liable for any deficiency if such proceeds are insufficient to satisfy the Obligations (other than indemnity obligations of Borrower under the Transaction Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) or any of the other items referred to in this Section (other than Section 9.2(c) to the extent the Obligations (other than indemnity obligations of Borrower under the Transaction Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been indefeasibly paid in full in cash).

9.3 Right to Appoint Receiver. Without limiting and in addition to any other rights, options and remedies Administrative Agent and Lenders have under the Transaction Documents, the UCC, at law or in equity, upon the occurrence and continuation of an Event of Default, Administrative Agent shall have the right to apply for and have a receiver appointed by a court of competent jurisdiction in any action taken by Administrative Agent and/or any Lender to enforce its rights and remedies in order to manage, protect and preserve the Collateral and continue the operation of the business of Borrower and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership including the compensation of the receiver and to the payments as aforesaid until a sale or other disposition of such Collateral shall be finally made and consummated. 9.4 Attorney-in-Fact Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact for the limited purpose of taking any action permitted under the Transaction Documents that Administrative Agent deems necessary or desirable (in Administrative Agent’s sole discretion) upon the occurrence and continuation of an Event of Default to protect and realize upon Administrative Agent’s Lien in the Collateral, including the execution and delivery of any and all documents or instruments related to the Collateral in Borrower’s name, and said appointment shall create in Administrative Agent a power coupled with an interest. 9.5 Rights and Remedies not Exclusive Administrative Agent shall have the right in its sole discretion to determine which rights, Liens and/or remedies Administrative Agent and Lenders may at any time pursue, relinquish, subordinate or modify, and such determination will not in any way modify or affect any of Administrative Agent’s, Administrative Agent’s or Lenders’ rights, Liens or remedies under any Transaction Document, Applicable Law or equity. The enumeration of any rights and remedies in any Transaction Document is not intended to be exhaustive, and all rights and remedies of Administrative Agent and Lenders described in any Transaction Document are cumulative and are not alternative to or exclusive of any other rights or remedies which Administrative Agent and Lenders otherwise may have. The partial or complete exercise of any right or remedy shall not preclude any other further exercise of such or any other right or remedy.

X. WAIVERS AND JUDICIAL PROCEEDINGS10.1 Waivers

Except as expressly provided for herein, Borrower hereby waives set off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Transaction Document. Borrower hereby waives any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Administrative Agent to obtain an order of court recognizing the assignment of, or Lien of Administrative Agent in and to, any Collateral.

10.2 Delay; No Waiver of Defaults

No course of action or delay or omission of the Administrative Agent or any Lender to exercise any right or remedy hereunder or under any other Transaction Document shall impair any such right or operate as a waiver thereof. No single or partial exercise by the Administrative Agent or any Lender of any right or remedy shall preclude any other or further exercise thereof, or preclude any other right or remedy. No waiver by any party to any Transaction Document of any one or more defaults by any other party in the performance of any of the provisions of any Transaction Document shall operate or be construed as a waiver of any future default, whether of a like or different nature, and each such waiver shall be limited solely to the express terms and provisions of such waiver. Notwithstanding any other provision of any Transaction Document, by completing the Closing under this Agreement and/or by making Advances, Lender does not waive any breach of any representation or warranty of under any Transaction Document, and all of Administrative Agent’s, Administrative Agent’s or any Lender’s claims and rights resulting from any such breach or misrepresentation are specifically reserved.

10.3 Jury Waiver

(a) EACH PARTY HEREBY (i) EXPRESSLY, KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENT OR IN ANY WAY CONNECTED WITH OR INCIDENTAL TO THE DEALINGS OF THE PARTIES WITH RESPECT TO ANY TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND (ii) AGREES AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.

(b) IN THE EVENT ANY SUCH CLAIM OR CAUSE OF ACTION IS BROUGHT OR FILED IN ANY UNITED STATES FEDERAL COURT SITTING IN THE STATE OF CALIFORNIA OR IN ANY STATE COURT OF THE STATE OF CALIFORNIA, AND THE WAIVER OF JURY TRIAL SET FORTH INSECTION 10.3(A)IS DETERMINED OR HELD TO BE INEFFECTIVE OR UNENFORCEABLE, THE PARTIES AGREE THAT ALL CLAIMS AND CAUSES OF ACTION SHALL BE RESOLVED BY REFERENCE TO A PRIVATE JUDGE SITTING WITHOUT A JURY, PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638, BEFORE A MUTUALLY ACCEPTABLE REFEREE OR, IF THE PARTIES CANNOT AGREE, A REFEREE SELECTED BY THE PRESIDING JUDGE OF LOS ANGELES COUNTY, CALIFORNIA.

SUCH PROCEEDING SHALL BE CONDUCTED IN LOS ANGELES COUNTY, CALIFORNIA, WITH CALIFORNIA RULES OF EVIDENCE AND DISCOVERY APPLICABLE TO SUCH PROCEEDING. IN THE EVENT CLAIMS OR CAUSES OF ACTION ARE TO BE RESOLVED BY JUDICIAL REFERENCE, ANY PARTY MAY SEEK FROM ANY COURT HAVING JURISDICTION THEREOVER ANY PREJUDGMENT ORDER, WRIT OR OTHER RELIEF AND HAVE SUCH PREJUDGMENT ORDER, WRIT OR OTHER RELIEF ENFORCED TO THE FULLEST EXTENT PERMITTED BY LAW NOTWITHSTANDING THAT ALL CLAIMS AND CAUSES OF ACTION ARE OTHERWISE SUBJECT TO RESOLUTION BY JUDICIAL REFERENCE.

10.4 Amendment and Waivers

(a) No amendment or waiver of any provision of this Agreement or any other Transaction Document, or consent to any departure by Borrower or Enova therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower and the Administrative Agent (with the consent of the Requisite Class A Lenders and, so long as no Event of Default has occurred and is continuing, the Requisite Class B Lenders) without taking into account the Advances held by Non-Funding Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, without the consent of all Lenders: (i) change the number of Lenders required for the Lenders or any of them to take any action hereunder; (ii) amend any of the provisions of Sections 9.2, 10.4 or 13.3; (iii) amend the sharing of payments by Lenders according to their Pro Rata Shares pursuant to Section 13.3 or the definitions of “Pro Rata Share” or “Requisite Lenders”; (iv) release all or substantially all of the Collateral; (v) release Borrower from all of the Obligations other than upon payment in full of the Obligations; (vi) consent to the assignment or other transfer by Borrower or any other party (other than Administrative Agent or any Lender) to any Transaction Documents of any of their rights and obligations under any Transaction Document; or (vii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any amount of principal, interest (including, for the avoidance of doubt, a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), or fees payable with respect to any portion of the Loan, or waive, forgive, extend, defer or postpone the payment thereof; provided, further, that no amendment, waiver or consent shall, without the consent of each Lender directly affected thereby: (i) reduce the amount of principal of, or interest on (including, for the avoidance of doubt, a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), or the interest rate (including, for the avoidance of doubt, a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2) applicable to, the Loan or any fees or other amounts payable hereunder; (ii) postpone any date on which any payment of principal of, or interest on (including, for the avoidance of doubt, a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), the Loan or any fees or other amounts payable hereunder is required to be made; (iii) increase or extend the Revolving Commitment of any Lender; or (iv) reduce the principal of, rate of interest on (including, for the avoidance of doubt, a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2) or fees payable with respect to any portion of the Loan or (v) amend the definitions of “Class A Borrowing Base”, “Class A Interest Rate”, “Class B Borrowing Base” or “Class B Interest Rate”; provided, further, that no waiver or consent shall, without the consent of the Requisite Class A Lenders and Requisite Class B Lenders, waive any Event of Default existing under Article VIII (a) or (to the extent arising as a result of any breach of Section 6.17) Article VIII(c) or waive Borrower’s obligation to comply with any Financial Covenant under Section 6.17.

(b) Each amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was given. No amendment, modification, termination or waiver shall be required for Administrative Agent to take additional Collateral pursuant to any Transaction Document. (c) Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Administrative Agent, Lenders and Borrower. (d) No consent or agreement by Borrower shall be required to amend, modify, change, restate, waive, supplement, discharge, cancel or terminate any provision of Article XII, so long as no additional duties are required to be assumed by Borrower. (e) In connection with any amendment, modification, termination, waiver, consent or approval (other than any purely administrative or ministerial waiver, consent or approval) effected or granted by the Administrative Agent under this Agreement or any other Transaction Document, the Administrative Agent shall act at the direction of the Requisite Class A Lenders and, so long as no Event of Default has occurred and is continuing, the Requisite Class B Lenders. XI. EFFECTIVE DATE AND TERMINATION11.1 Effectiveness and Termination Subject to Administrative Agent’s right to accelerate the Loan and terminate the Revolving Commitments and cease making and funding Advances upon the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the Final Maturity Date, unless terminated sooner as provided in Sections 2.5 or 2.6. All of the Obligations shall be immediately due and payable upon the earlier of the Final Maturity Date, the Prepayment Date or the date upon which Administrative Agent declares all or any of the Advances and/or the Loan, all interest thereon and all other Obligations to be due and payable pursuant to the terms of Article VIII, as applicable (the “Termination Date”). Notwithstanding any other provision of any Transaction Document, no termination of this Agreement shall affect Administrative Agent’s or any Lender’s rights or any of the Obligations existing as of the effective date of such termination, and the provisions of the Transaction Documents shall continue to be fully operative until the Obligations (other than indemnity obligations under the Transaction Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Administrative Agent under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Administrative Agent shall continue

in full force and effect until all of the Obligations (other than indemnity obligations under the Transaction Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in full in cash.

11.2 Survival

All obligations, covenants, agreements, representations, warranties, waivers and indemnities made by Borrower in any Transaction Document shall survive the execution and delivery of the Transaction Documents, the Closing, the making and funding of Advances and any termination of this Agreement until all Obligations (other than indemnity obligations of Borrower under the Transaction Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) are fully performed and indefeasibly paid in full in cash. The obligations and provisions of Sections 3.1, 3.3, 10.1, 10.3, 11.1, 11.2, 12.1, 12.3, 12.4, 12.7, 12.9, 12.10, 12.11 and 13.18 shall survive termination of the Transaction Documents and any payment in full of the Obligations.

11.3 Purchase Option

(a) Upon (A) the occurrence and continuation of an Event of Default described in Article VIII (a), (i), (j) or (k) or (B) the Administrative Agent gives notice to the Class B Lenders of its intent to accelerate the Obligations following the occurrence of any Event of Default (an “Option Event”) the Class B Lenders shall have the option to purchase all (but not less than all) of the accrued and unpaid interest, principal, fees, Unused Additional Interest and other Obligations due to the Class A Lenders pursuant to the terms of the Transaction Documents (the “Class A Lender Interests”) subject to the terms and conditions set forth in this Section 11.3 (the “Class B Lender Purchase Right”). Upon the occurrence and continuation of such Option Event, the Administrative Agent shall deliver written notice within five (5) Business Days (including supporting detail) to the Class B Lenders of (i) the Class A Lender Interests then outstanding and unpaid as of such date, (ii) the Class A Lender Interests expected to accrue through the Class B Lender Purchase Right Termination Date (as defined below) and (iii) the amount of all liabilities (without duplication) that the Borrower has incurred or is expected to incur in the nature of indemnification obligations of the Borrower hereunder which have resulted or could result in loss, cost, damage or expense (including attorneys’ fees and legal expenses) to the Class A Lenders (clauses (i), (ii) and (iii) collectively, the “Expected Class A Lender Interests”). The Class B Lender Purchase Right shall be exercisable by the Class B Lenders for a period of fifteen (15) Business Days (the “Class B Lender Purchase Right Termination Date”), commencing on the date on which the Administrative Agent provides notice to the Class B Lenders of the Expected Class A Lender Interests. Prior to the Class B Lender Purchase Right Termination Date, the Class B Lenders may exercise the Class B Lender Purchase Right upon written notice to the Administrative Agent and the Borrower (the “Class B Lender Purchase Option Notice”), which notice shall be irrevocable (unless the final Class A Lender Interest Purchase Amount (as defined below) is more than $100,000 higher than the Expected Class A Lender Interests, calculated pursuant to the preceding sentence, in which case such Class B Lender Purchase Option Notice may be revoked in the sole and absolute discretion of the Class B Lenders at any time prior to the Class B Lender Purchase Option Exercise Date).

The Class B Lender Purchase Option Notice shall specify the date on which the Class B Lender Purchase Right is to be exercised by the Class B Lenders (such date, the “Class B Lender Purchase Option Exercise Date”), which shall be a Business Day not more than sixty (60) Business Days after receipt by the Administrative Agent of such Class B Lender Purchase Option Notice. No later than 1:00 p.m., New York City time, on the Business Day prior to the Class B Lender Purchase Option Exercise Date, the Administrative Agent shall deliver written notice to the Class B Lenders specifying the final amount of the Class A Lender Interests of which it is then aware, calculated pursuant to the definition above of “Expected Class A Lender Interests” (collectively, the “Class A Lender Interest Purchase Amount”). On the Class B Lender Purchase Option Exercise Date, the Class A Lenders shall sell to the Class B Lenders, and the Class B Lenders shall purchase from the Class A Lenders, all of the Class A Lenders’ right, title and interest in and to the Class A Lender Interests, and all proceeds of any and all of the foregoing.

(b) On the Class B Lender Purchase Option Exercise Date, the Class B Lenders shall pay to the Class A Lenders as the purchase price therefor the Class A Lender Interest Purchase Amount. The Class A Lender Interest Purchase Amount shall be remitted by wire transfer in immediately available funds to such bank accounts of each Class A Lender as such Class A Lender shall have designated in writing (no later than one (1) Business Day prior to the Class B Lender Purchase Option Exercise Date) to the Class B Lenders for such purpose. If the amounts so paid by the Class B Lenders to the bank accounts designated by the Class A Lenders are received in such bank accounts after 3:00 p.m. (New York City time) on the Class B Lender Purchase Option Exercise Date, interest to and including the next Business Day over the Class A Lender Interest Purchase Amount shall be calculated at the same rate applicable to the Borrower hereunder with respect to the Class A Advances and immediately paid by the Class B Lenders to the Class A Lenders. If the full Class A Lender Interest Purchase Amount (together with any such interest) is not received by the Class A Lenders by 10:00 a.m. (New York City time) on the Business Day following the Class B Lender Purchase Option Exercise Date, the Class A Lender Interests shall not be deemed to have been sold to the Class B Lenders and any amounts remitted to the Class A Lenders shall be returned to the Class B Lenders (pursuant to instruction delivered by the Class B Lenders) no later than 3:00 p.m. (New York City time) on the Business Day following the Class B Lender Purchase Option Exercise Date, and the Class B Lender Purchase Right shall terminate automatically without notice or any action required on the part of any Person.

(c) By the delivery of the Class B Lender Purchase Option Notice, the Class B Lenders hereby agree to indemnify and hold harmless the Administrative Agent and the Class A Lenders from and against any loss, liability, claim, damage or expense (including reasonable documented or invoiced out-of-pocket fees and expenses of legal counsel) arising out of any claim asserted by a third party as a direct result of any acts of any Class B Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, any such loss, liability, claim, damage or expense resulting from the gross negligence or willful misconduct of any Class A Lender seeking indemnification as determined by a court of competent jurisdiction by final and nonappealable judgment).

(d) Any purchase pursuant to this Section 11.3 shall be made pursuant to an assignment and assumption agreement and be expressly made without representation or warranty of any kind by the Class A Lenders as to the Class A Lender Interests or otherwise without recourse to any Class A Lender, except that the Class A Lenders shall represent and warrant: (i) as to the amount of the Class A Lender Interests being purchased and that the Class A Lender Interest Purchase Amount is true, correct and accurate in all material respects, (ii) that such Class A Lender shall convey the Class A Lender Interests free and clear of any Liens or encumbrances of such Class A Lender or created or suffered by such Class A Lender, (iii) to its knowledge, as to all claims made or threatened in writing against such Class A Lender related to the Class A Lender Interests and (iv) such Class A Lender is duly authorized and has taken all necessary corporate action to assign the Class A Lender Interests. Nothing in this Section 13.26 shall, or shall be deemed to, release or terminate any indemnification obligations of the Borrower which by their terms survive the payment of the Class A Notes and the Class B Notes, and the termination of the Revolving Commitments.

(e) In connection with any such purchase pursuant to this Section 11.3, the Administrative Agent and Class A Lenders shall cooperate with the applicable Class B Lenders and execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions as requested by the applicable Class B Lenders in order to effect the assignment of Liens, Transaction Documents (including, without limitation, the Bank Partner Call Letters and any applicable account control agreement) and other rights of the Administrative Agent to the applicable Class B Lenders.

(f) The Administrative Agent agrees that absent Exigent Circumstances, it shall not accelerate the Obligations, sell, assign or dispose of the Collateral or exercise its right to terminate the Servicer during the Class B Review Period. As used in this clause (f), (i) the term "Class B Review Period" shall mean the period beginning on the date on which an Option Event occurs and ending on (x) in the event that the Class B Lenders elect not to exercise the Class B Lender Purchase Option, the Class B Lender Purchase Right Termination Date or (y) in the event that the Class B Lenders elect to exercise the Class B Lender Purchase Option, the Class B Lender Purchase Option Exercise Date; and (ii) the term "Exigent Circumstances" shall mean the commencement of a proceeding under any Debtor Relief Law with respect to the Borrower or any of its Affiliates, the insolvency of the Borrower or any of its Affiliates, any exercise by a third-party of enforcement rights or remedies with respect to any portion of the Collateral or any event that materially and imminently threatens the ability of the Lenders to realize upon all or a material portion of the Collateral such as, without limitation, fraudulent removal, concealment, or abscondment thereof, destruction (other than to the extent covered by insurance or material waste thereof).

(g) The Administrative Agent further acknowledges and agrees that the Class B Lenders shall have the right to submit bids with respect to the Collateral in the event of any private sale, public sale or other disposition of Collateral by the Administrative Agent following the occurrence of an Event of Default, notwithstanding any election by the Class B Lenders to not exercise the Class B Lender Purchase Right.

XII. MISCELLANEOUS12.1 Governing Law; Jurisdiction; Service of Process; Venue

(a) THE TRANSACTION DOCUMENTS ARE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK IN RELIANCE ON NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PROVISIONS THAT WOULD RESULT IN APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.

(b) BY EXECUTION AND DELIVERY OF EACH TRANSACTION DOCUMENT TO WHICH IT IS A PARTY, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (A) OF THISSECTION 12.1. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF PROCESS AND IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES INSECTION 12.5.

NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. 12.2 Successors and Assigns; Assignments and Participations (a) Subject to Sections 12.2(f) and (h), and so long as such assignment does not result in there being more than eighty (80) Lenders and Participants in the aggregate, a Lender may at any time, with the consent of the Administrative Agent (acting at the direction of the Requisite Class A Lenders and, if the proposed Transferee (defined below) is a Prohibited Assignee, and no Event of Default has occurred and is continuing, the Requisite Class B Lenders) and the Borrower (such consent not to be unreasonably withheld), assign all or a portion of its rights and delegate all or a portion of its Revolving Commitment under this Agreement and the other Transaction Documents (including all its rights and obligations with respect to the Loan) to one or more Persons (a “Transferee”); provided, that Borrower consent shall not be required (i) in connection with an assignment of a Lender’s Advances hereunder, (ii) in connection with a Lender’s assignment of its Revolving Commitment to an Affiliate of such Lender or (iii) upon the occurrence and continuance of an Event of Default or Early Wind-Down Trigger Event; provided, further, that so long as no Event of Default has occurred and is continuing, any such assignment by a Class B Lender shall require the consent of the Requisite Class B Lenders. Notwithstanding anything to the contrary in this Agreement, prior to the occurrence of an Event of Default, no Lender shall assign, pledge or otherwise transfer any interest in the Loan or other Obligation to a Competitor without the prior written consent of Borrower. The Transferee and such Lender shall execute and deliver for acceptance and recording in the Lender Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Administrative Agent in its sole discretion (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7). Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Transaction Documents, or any of the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder. (b) A Lender may at any time sell participations in all or any part of its rights and obligations under this Agreement and the other Transaction Documents (including all its rights and obligations with respect to the Loan) to one or more Persons (each, a “Participant”). In the event of any such sale by a Lender of a participation to a Participant, (i) the Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) the Lender

shall remain solely responsible for the performance thereof, (iii) the Lender shall remain the holder of the Loan for all purposes under this Agreement and the other Transaction Documents, (iv) Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with its rights and obligations under this Agreement and the other Transaction Documents, and (v) all amounts payable pursuant to Section 6.2 by Borrower hereunder shall be determined as if such Lender had not sold such participation. Borrower hereby acknowledges and agrees that the Participant under each participation shall, solely for the purposes of Sections 12.4 and 12.7 of this Agreement be considered to be a “Lender” hereunder. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.3 and 13.8 (subject to the requirements and limitations therein, including the requirements under Section 13.8(f) (it being understood that the documentation required under Section 13.8(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section; provided that such Participant shall not be entitled to receive any greater payment under Sections 3.3 or 13.8, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan (including the Advances made by, and the principal amount of the Loan owing to, and the Revolving Commitments of, each Participant from time to time) or other obligations under any Transaction Document (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Treasury Regulation Section 5f.103-1(c). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(c) (i) Administrative Agent, on behalf of Borrower, shall maintain at its address referred to in Section 12.5 a copy of each Lender Addition Agreement delivered to it and a written or electronic register (the “Class A Lender Register”) for the recordation of the names and addresses of each Class A Lender and the Advances made by, and the principal amount of the Class A Advance owing to, and the Revolving Commitments of, each Class A Lender from time to time. Notwithstanding anything in this Agreement to the contrary, the entries in the Class A Lender Register shall be conclusive absent manifest error, and Borrower and the Administrative Agent shall treat each Person whose name is recorded in the Class A Lender Register as the owner of the Class A Advance, the Revolving Commitments and the Advances recorded therein for all purposes of this Agreement. The Class A Lender Register shall be available for inspection by the Borrower or any Class A Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) Administrative Agent, on behalf of Borrower, shall maintain at its address referred to in Section 12.5 a copy of each Lender Addition Agreement delivered to it and a written or electronic register (the “Class B Lender Register”, and together with the Class A Lender Register, each a “Lender Register”) for the recordation of the names and addresses of each Class B Lender and the Advances made by, and the principal amount of the Class B Advance owing to, and the Revolving Commitments of, each Class B Lender from time to time.

Notwithstanding anything in this Agreement to the contrary, the entries in the Class B Lender Register shall be conclusive absent manifest error, and Borrower and the Administrative Agent shall treat each Person whose name is recorded in the Class B Lender Register as the owner of the Class B Advance, the Revolving Commitments and the Advances recorded therein for all purposes of this Agreement. The Class B Lender Register shall be available for inspection by the Borrower or any Class B Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Notwithstanding anything in this Agreement to the contrary, no assignment under Section 12.2(a) of any rights or obligations under or in respect of the Loan shall be effective unless and until Administrative Agent shall have recorded the assignment pursuant to Section 12.2(c). Upon its receipt of a Lender Addition Agreement executed by an assigning Lender and a Transferee, Administrative Agent shall (i) promptly accept such Lender Addition Agreement and (ii) on the effective date determined pursuant thereto record the information contained therein in the Lender Register and give prompt notice of such acceptance and recordation to the Lender and Borrower. On or prior to such effective date, the assigning Lender shall surrender any outstanding Notes held by it, all or a portion of which are being assigned, and Borrower, at its own expense, shall, upon the request of Administrative Agent by the assigning Lender or the Transferee, as applicable, execute and deliver to Administrative Agent, within five (5) Business Days of any request, new Notes to reflect the interest held by the assigning Lender and its Transferee.

(e) Except as otherwise provided in this Section 12.2 Administrative Agent shall not, as between Borrower and Administrative Agent, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loan or other Obligations owed to Administrative Agent and Lenders. Administrative Agent may furnish any information concerning Borrower in the possession of Administrative Agent from time to time to assignees and participants (including prospective assignees and participants), subject to confidentiality requirements hereunder.

(f) Notwithstanding any other provision set forth in this Agreement, Administrative Agent may at any time create a security interest in all or any portion of its rights under this Agreement, including the Loan held by it and the other Transaction Documents and Collateral.

(g) Borrower agrees to use commercially reasonable efforts to assist Administrative Agent in assigning or selling participations in all or any part of the Loan held by any Lender to another Person identified by such Lender.

(h) Notwithstanding anything in the Transaction Documents to the contrary, (i) Administrative Agent and its Affiliates shall not be required to execute and deliver a Lender Addition Agreement in connection with any transaction involving its Affiliates or Lenders, (ii) no Lender or funding or financing source of Administrative Agent or its Affiliates shall be considered a Transferee, (iii) there shall be no limitation or restriction on Administrative Agent’s ability to assign or otherwise transfer any Transaction Document to any such Affiliate or Lender or funding or financing source, and (iv) there shall be no limitation or restriction on such Affiliates’ or Lenders’ or financing or funding sources’ ability to assign or otherwise transfer any Transaction Document, interest in the Loan or Obligation (or any of its rights thereunder or interest therein); provided, however, Administrative Agent shall continue to be liable as a “Lender” under the Transaction Documents unless such Affiliate or Lender or funding or financing source executes a Lender Addition Agreement and thereby becomes a “Lender.”

(i) The Transaction Documents shall inure to the benefit of Administrative Agent, Lenders, Transferee, Participant (to the extent expressly provided herein only) and all future holders of the Loan, the Obligations and/or any of the Collateral, and each of their respective successors and permitted assigns. Each Transaction Document shall be binding upon the Persons other than Administrative Agent that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Transaction Document or any of its rights or obligations thereunder without the prior written consent of Administrative Agent (acting at the direction of the Requisite Class A Lenders and, if such assignment is to be made by the Borrower or any of its Affiliates, the Requisite Class B Lenders). No rights are intended to be created under any Transaction Document for the benefit of any third party, creditor or incidental beneficiary of Borrower. Nothing contained in any Transaction Document shall be construed as a delegation to Administrative Agent of any other Person’s duty of performance. BORROWER ACKNOWLEDGES AND AGREES THAT ADMINISTRATIVE AGENT AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND REISSUE (WITHOUT SUBSTANTIVE CHANGES OTHER THAN THOSE RESULTING FROM SUCH DIVISION) THE LOAN, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY TRANSACTION DOCUMENT, INTEREST IN THE LOAN, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS, IN EACH CASE ON THE TERMS AND CONDITIONS PROVIDED HEREIN. Each Transferee and Participant shall have all of the rights, obligations and benefits with respect to the Obligations, the Loan, Collateral and/or Transaction Documents held by it as fully as if the original holder thereof; provided, that, notwithstanding anything to the contrary in any Transaction Document, Borrower shall not be obligated to pay under this Agreement to any Transferee or Participant any sum in excess of the sum which it would have been obligated to pay to Administrative Agent had such participation not been effected. Administrative Agent may disclose to any Transferee or Participant all information, reports, financial statements, certificates and documents obtained under any provision of any Transaction Document; provided, that Transferees and Participants shall be subject to the confidentiality provisions contained herein that are applicable to Administrative Agent.

(j) Any Lender may assign or pledge all or any portion of the Loan held by it to any Federal Reserve Bank or the United States Treasury as collateral security to secure obligations of such Lender, including any assignment or pledge pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided, that any payment in respect of such assigned interest in the Loan made by Borrower to or for the account of the assigning or pledging Lender in accordance with the terms of this Agreement shall satisfy Borrower’s obligations hereunder in respect to such assigned interest in the Loan to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.

12.3 Application of Payments

To the extent that any payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Administrative Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Administrative Agent. Except as specifically provided in this Agreement, any payments with respect to the Obligations received shall be credited and applied in such manner and order as Administrative Agent shall decide in its sole discretion.

12.4 Indemnity

(a) Borrower hereby agrees that it will indemnify, defend and hold harmless (on an after Tax basis) the Administrative Agent and the Lenders, and their respective successors and permitted assigns and their respective directors, officers, agents, employees, advisors, shareholders, attorneys and Affiliates (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Person, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Person’s gross negligence, willful misconduct or bad faith) arising out of or by reason of (i) any litigation, investigation, claim or proceeding related to (1) this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby, (2) any actual or proposed use by Borrower of the proceeds of the Advances, (3) the Administrative Agent’s, the Administrative Agent’s or any Lender’s entering into this Agreement, or the other Transaction Documents (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) any remedial or other action taken or required to be taken by Borrower or Enova or its Subsidiaries in connection with compliance by such party, or any of its properties, with any Applicable Law, (iii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of Borrower or Enova or its Subsidiaries or any actual or purported violation of Borrower’s or Enova’s or its Subsidiaries’ governing documents or any other agreement or instrument to which Borrower or Enova or its Subsidiaries is a party or by which any of its properties is bound, (iv) any willful misrepresentation with respect to Borrower or the Collateral, (v) any acts of fraud by Borrower or Enova or its Subsidiaries related to the Loan or made in connection with this Agreement or any Transaction Document, (vi) any Change of Control not approved in writing by Administrative Agent (acting at the direction of the Requisite Class A Lenders and the Requisite Class B Lenders), (vii) any material waste, transfer, sale, encumbrance or other disposal of the Collateral not permitted by this Agreement or the other Transaction Document or (viii) any failure to comply with the special purpose entity covenants set forth in Section 6.13 hereof.

In addition, Borrower shall, upon demand, pay to the Administrative Agent all reasonable costs and expenses incurred by the Administrative Agent (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification and amendment of the Transaction Documents, and pay to the Administrative Agent and each Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Administrative Agent or such Lender in (1) enforcing or defending its rights under or in respect of this Agreement, the other Transaction Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (2) collecting the Obligations or otherwise administering this Agreement and (3) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of Borrower or any of its Affiliates hereunder or any other Transaction Document are unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under Applicable Law. Without limiting any of the foregoing, Borrower indemnifies the Indemnified Person for all claims for brokerage fees or commissions (other than claims of a broker with whom such Indemnified Person has directly contracted in writing) which may be made in connection with respect to any aspect of, or any transaction contemplated by or referred to in, or any matter related to, any Transaction Document or any agreement, document or transaction contemplated thereby. (b) Borrower’s obligations under Sections 3.3 and 13.8 and this Section 12.4 shall survive any termination of this Agreement and the other Transaction Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations. (c) All payments due under this Section 12.4 are payable promptly (and in any event within three (3) Business Days) after written demand therefor. 12.5 Notice Any notice or request under any Transaction Document shall be given in writing to any party to this Agreement at such party’s address set forth beneath its signature on the signature page to this Agreement, or at such other address as such party may hereafter specify in a notice given in the manner required under this Section 12.5. Any notice or request hereunder shall be given only by, and shall be deemed to have been received upon (each, a “Receipt”): (i) registered or certified mail, return receipt requested, on the date on which such notice or request is received as indicated in such return receipt, (ii) delivery by a nationally recognized overnight courier, one (1) Business Day after deposit with such courier, or (iii) facsimile or electronic transmission, on the date on which such notice or request is transmitted. 12.6 Severability; Captions; Counterparts; Facsimile Signatures In case any provision in or obligation under this Agreement, the Loan or any other Transaction Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. The captions in the Transaction Documents are intended for convenience and reference only and shall not affect the meaning or interpretation of the Transaction Documents. This Agreement and any waiver or amendment hereto may be executed in counterparts and by the parties hereto in separate

counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Agreement and each of the other Transaction Documents may be executed and delivered by telecopier or other facsimile transmission all with the same force and effect as if the same was a fully executed and delivered original manual counterpart. Delivery of an executed signature page of this Agreement and each of the other Transaction Documents by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

12.7 Expenses

Borrower shall pay, whether or not the Closing occurs, all fees, costs and expenses incurred or earned by Administrative Agent, any Lender, and/or its Affiliates, including, without limitation, portfolio management, documentation and diligence fees and expenses, all search, audit, appraisal, recording, professional and filing fees and expenses and all other charges and expenses (including, without limitation, UCC and judgment and tax lien searches and UCC filings and fees for post-Closing UCC and judgment and tax lien searches and wire transfer fees and audit expenses), and reasonable external attorneys’ fees and expenses (including the cost of regulatory counsel), (a) in any effort to enforce, protect or collect payment of any Obligation or to enforce any Transaction Document or any related agreement, document or instrument, (b) in connection with entering into, negotiating, preparing, reviewing and executing the Transaction Documents and/or any related agreements, documents or instruments, including the costs of regulatory counsel, (c) arising in any way out of administration of the Obligations or the taking or refraining from taking by Administrative Agent of any action requested by Borrower, (d) in connection with instituting, maintaining, preserving, enforcing and/or foreclosing on Administrative Agent’s Liens on any of the Collateral under the Transaction Documents, whether through judicial proceedings or otherwise, (e) in defending or prosecuting any actions, claims or proceedings arising out of or relating to Administrative Agent’s or any Lender’s transactions with Borrower, (f) in seeking, obtaining or receiving any advice with respect to its rights and obligations under any Transaction Document and any related agreement, document or instrument, (g) arising out of or relating to any Default or Event of Default or occurring thereafter or as a result thereof, (h) subject to the limitations set forth in Section 6.7 hereof, in connection with all actions, visits, audits and inspections undertaken by Administrative Agent or its Affiliates pursuant to the Transaction Documents, and/or (i) in connection with any modification, restatement, supplement, amendment, waiver or extension of any Transaction Document and/or any related agreement, document or instrument. All of the foregoing shall be charged to Borrower’s account and shall be part of the Obligations. If Administrative Agent, Lender or any of their Affiliates uses in-house counsel for any purpose for which Borrower is responsible to pay or indemnify, Borrower expressly agrees that their indemnification obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by such Indemnified Person in its sole discretion for the work performed. Without limiting the foregoing, Borrower shall pay all Taxes (other than Taxes based upon or measured by Administrative Agent’s income or revenues or any personal property Tax), if any, in connection with the issuance of any Note and the filing and/or recording of any documents and/or financing statements.

12.8 Entire Agreement

This Agreement and the other Transaction Documents to which Borrower is a party constitute the entire agreement between Borrower, Administrative Agent and Lenders with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings (including the term sheets dated on or about June 17, 2025), if any, relating to the subject matter hereof or thereof.

Any promises, representations, warranties or guarantees not herein contained and hereinafter made shall have no force and effect unless in writing signed by Borrower, Administrative Agent and the Requisite Lenders, as appropriate. Except as set forth in and subject to Section 10.4, no provision of any Transaction Document may be changed, modified, amended, restated, waived, supplemented, discharged, canceled or terminated orally or by any course of dealing or in any other manner other than by an agreement in writing signed by the parties thereto and consented to by the Administrative Agent, provided, that no consent or agreement by Borrower shall be required to amend, modify, change, restate, waive, supplement, discharge, cancel or terminate any provision of Article XIII hereof so long as no additional duties are required to be assumed by Borrower. Each party hereto acknowledges that it has been advised by counsel in connection with the negotiation and execution of this Agreement and is not relying upon oral representations or statements inconsistent with the terms and provisions hereof. The schedules attached hereto may be amended or supplemented by Borrower upon delivery to Administrative Agent of such amendments or supplements and, except as expressly provided otherwise in this Agreement, the written approval thereof by Administrative Agent (acting at the direction of the Requisite Class A Lenders and the Requisite Class B Lenders). The preparation of this Agreement has been a joint effort of the parties hereto and their counsel. The resulting document shall not as matter of judicial construction be construed more severely against one of the parties or against any particular draftsman. 12.9 Approvals and Duties Unless expressly provided herein to the contrary, any approval, consent, waiver or satisfaction of Administrative Agent or any Lender, as applicable, with respect to any matter that is subject of any Transaction Document may be granted or withheld by Administrative Agent or such Lender, as applicable, in its sole and absolute discretion. Except as otherwise required by law, Administrative Agent shall not have any responsibility for or obligation or duty with respect to any of the Collateral or any matter or proceeding arising out of or relating thereto, including any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights pertaining thereto. 12.10 Publicity On or after the Closing Date, Administrative Agent, a Class B Lender or Borrower may, at its own expense issue news releases and publish “tombstone” advertisements and other announcements (collectively, “Trade Announcements”) relating to this transaction in newspapers, trade journals and other appropriate media (which may include use of logos of Administrative Agent, Class B Lender and/or Borrower). None of Administrative Agent, Class B Lender nor Borrower may submit any such Trade Announcement for publication without the prior written consent of each other applicable party (in each case, such consent not to be unreasonably withheld, and shall be deemed provided unless expressly withheld by such party, as applicable, within twenty (20) Business Days of request therefor). Borrower may, from time to time after consent from Administrative Agent and Class B Lenders, publish any such Trade Announcements in any media form desired by Borrower until such time that the Administrative Agent and/or a Class B Lender requests Borrower to cease any such further publication. Notwithstanding the foregoing, Borrower

may issue any disclosures required by Applicable Law, legal process or the rules of the Securities and Exchange Commission without the prior approval of Administrative Agent.

12.11 Release of Collateral

(a) So long as no Early Wind-Down Trigger Event, Default or Event of Default has occurred and is continuing, upon request of Borrower, Administrative Agent shall release any Lien granted to or held by Administrative Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Transaction Documents, as determined by Administrative Agent in its sole discretion, subject to compliance with Sections 2.5 and 2.6 hereof, and this Section 12.11, as applicable. Borrower shall, or shall cause the Servicer to, immediately deposit all proceeds from any such sale or disposition into the Collateral Account. Upon receipt of the proceeds of such sale or disposition in accordance with this Agreement, Administrative Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Administrative Agent’s Liens on the applicable Collateral and shall return the applicable Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Administrative Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Administrative Agent. Administrative Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts.

(b) Notwithstanding anything in the foregoing Section 12.11(a) to the contrary, in order to give effect to a Permitted Disposition, the relevant Receivable(s) may be sold without the prior consent of Administrative Agent or any of the Lenders; provided that Borrower shall, or shall cause the Servicer to, immediately deposit all proceeds from such sale or disposition into the Collateral Account. Provided that no Early Wind-Down Trigger Event or Event of Default has occurred and is continuing, if such amounts described in the prior sentence are deposited in the Collateral Account, then, (i) Administrative Agent’s Lien on such Receivables that are subject to such Permitted Disposition shall be automatically released without any further action and (ii) Administrative Agent (at the written direction of Administrative Agent) shall execute such documents, releases and instruments of transfer or assignment, reasonably requested and prepared by Borrower and take such other actions as shall reasonably be requested by Borrower to effect the release of such Receivables removed pursuant to a Permitted Disposition, in each case at Borrower’s sole cost and expense. Borrower shall deliver, or cause the Servicer to deliver, a schedule of any Receivables released as provided in this Section 12.11(b) to Administrative Agent in connection with the Monthly Collateral and Servicing Report and shall update all other reports and schedules accordingly.

(c) Subject to Section 12.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations of Borrower under the Transaction Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) and the termination of this Agreement, the Liens created hereby shall terminate and Administrative Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Administrative Agent’s Liens on the Collateral and shall return the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Administrative Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Administrative Agent. Administrative Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. 12.12 Times of Day Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). 12.13 Rounding Any ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 12.14 No Advisory or Fiduciary Responsibility In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (B) Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, Administrative Agent or fiduciary for Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its Affiliates has any obligation to Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Transaction Documents; and (iii) each of the Lenders and their respective Affiliates may be

engaged in a broad range of transactions that involve interests that differ from those of Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

12.15 Independent Effect of Covenants

Borrower expressly acknowledges and agrees that each covenant contained in Articles VI or VII hereof shall be given independent effect. Accordingly, Borrower shall not engage in any transaction or other act otherwise permitted under any covenant contained in Articles VI or VII, if, before or after giving effect to such transaction or act, Borrower shall or would be in breach of any other covenant contained in Articles VI or VII.

12.16 Right of Setoff.

If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of Borrower against any of and all of the Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Transaction Documents and although such obligations may be unmatured; provided that, in the event that any Non-Funding Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 13.3 and, pending such payment, shall be segregated by such Non-Funding Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and Lenders, and (ii) the Non-Funding Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Non-Funding Lender as to which it exercised such right of setoff. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees to notify Borrower and Administrative Agent promptly after any such setoff and application by such Lender; provided that, the failure to give such notice shall not affect the validity of such setoff and application.

12.17 Confidentiality.

Each of Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by Applicable Laws or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Transaction Document or any suit, action or proceeding relating to this Agreement or any other Transaction 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 (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating Borrower or its Subsidiaries or the credit facilities evidenced by this Agreement or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities evidenced by this Agreement, (h) with the consent of Borrower or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower.

For the purposes of this Section, “Information” means all information received from Borrower relating to Borrower or its business, other than any such information that is available to Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Borrower; provided that, in the case of information received from Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 12.18 Inconsistencies with Other Documents. In the event there is a conflict or inconsistency between this Agreement and any other Transaction Document, the terms of this Agreement shall control; provided that any provision of the Security Documents which imposes additional burdens on Borrower or any of its Subsidiaries or further restricts the rights of Borrower or any of its Subsidiaries or gives Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. XIII. AGENT PROVISIONS; SETTLEMENT13.1 Administrative Agent. (a) Appointment. Each Lender hereby designates and appoints Banc of California to act as administrative agent under this Agreement and the other Transaction Documents, and each Lender hereby irrevocably authorizes Banc of California, as Administrative Agent for such Lender, to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are delegated to Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent agrees to act as such on the conditions contained in this Article XIII. The provisions of this Article XIII are solely for the benefit of Administrative Agent and Lenders, and Borrower shall have no rights as a third-party beneficiary of any of the provisions of this Article XIII other than the second sentence of Section 13.1(h)(iii). Administrative Agent may perform any of its duties hereunder, or under the Transaction Documents, by or through its agents, employees or sub-agents.

(b) Nature of Duties. In performing its functions and duties under this Agreement, Administrative Agent is acting solely on behalf of the Lenders, and its duties are administrative in nature, and does not assume and shall not be deemed to have assumed, any obligation toward or relationship of agency or trust with or for Lenders or Borrower. Administrative Agent shall not have any duties, obligations or responsibilities except those expressly set forth in this Agreement or in the other Transaction Documents. Administrative Agent shall not have by reason of this Agreement or any other Transaction Document a fiduciary relationship (and no implied duties, including fiduciary duties, covenants or obligations will be read into this Agreement) in respect of any Lender or any other Person. Each Lender shall make its own independent investigation of the financial condition and affairs of Borrower in connection with the extension of credit hereunder and shall make its own appraisal of the creditworthiness of Borrower. Except for information, notices, reports and other documents expressly required to be furnished to Lenders by Administrative Agent hereunder or given to Administrative Agent for the account of or with copies for Lenders, Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the Closing Date or at any time or times thereafter. If Administrative Agent seeks the consent or approval of any Lenders to the taking or refraining from taking any action hereunder, then Administrative Agent shall send prior written notice thereof to each Lender. Administrative Agent shall promptly notify each Lender in writing any time that the applicable percentage of Lenders have instructed Administrative Agent to act or refrain from acting pursuant hereto.

(c) Rights, Exculpation, Etc. Neither Administrative Agent, nor any of its officers, directors, managers, members, equity owners, employees, attorneys or agents shall be liable to any Lender or any other Person for any action lawfully taken or omitted by them hereunder or under any of the other Transaction Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Administrative Agent from being liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Administrative Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Administrative Agent shall exercise the same care which it would in dealing with loans for its own account. Administrative Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower or any other Person herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of the other Transaction Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Administrative Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Transaction Documents or the financial condition of Borrower or any other Person, or the existence or possible existence of any Early Wind-Down Trigger Event, Default or Event of Default. Administrative Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Transaction Documents Administrative Agent is permitted or required to take or to grant, and Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Transaction Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Administrative Agent shall not have any obligation to take any action if it, in good faith, believes that such action exposes Administrative Agent or any of its respective officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Administrative Agent receives an indemnification satisfactory to it from Lenders with respect to such action.

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(d) Reliance. Administrative Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message or other communication (including any writing, telex, telecopy or telegram) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of legal counsel, independent accountants and other experts selected by Administrative Agent in its sole discretion.

(e) Indemnification. Each Lender, severally and not (i) jointly or (ii) jointly and severally, agrees to reimburse and indemnify and hold harmless Administrative Agent, and its respective officers, directors, managers, members, equity owners, employees, attorneys and agents (to the extent not reimbursed by Borrower), ratably according to their respective Pro Rata Share in effect on the date on which indemnification is sought under this subsection of the total outstanding Obligations (or, if indemnification is sought after the date upon which the Loan shall have been paid in full, ratably in accordance with their Pro Rata Share immediately prior to such date of the total outstanding Obligations), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Administrative Agent or any of its respective officers, directors, managers, members, equity owners, employees, attorneys or agents in any way relating to or arising out of this Agreement or any of the other Transaction Documents or any action taken or omitted by Administrative Agent under this Agreement or any of the other Transaction Documents; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements to the extent resulting from Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and non-appealable basis. The obligations of Lenders under this Article XIII shall survive the payment in full of the Obligations and the termination of this Agreement.

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(f) Administrative Agent in its Individual Capacity. With respect to the Loan held by it, if any, Banc of California and its successors as the Administrative Agent shall have, and may exercise, the same rights and powers under the Transaction Documents, and is subject to the same obligations and liabilities, as and to the extent set forth in the Transaction Documents, as any other Lender. The terms “Lenders” or “Requisite Lenders”, “Requisite Class A Lenders” or “Requisite Class B Lenders” or any similar terms shall include Administrative Agent in its individual capacity as a Lender. Administrative Agent and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of lending, banking, trust, financial advisory or other business with, Borrower or any Subsidiary or Affiliate of Borrower as if it were not acting as Administrative Agent pursuant hereto.

(g) Successor Administrative Agent.

(i) Resignation. Administrative Agent may resign from the performance of all or part of its functions and duties hereunder at any time by giving at least thirty (30) calendar days’ prior written notice to Borrower and Lenders. Such resignation shall take effect upon the acceptance by a successor Administrative Agent of appointment pursuant to clause (ii) below or as otherwise provided below.

(ii) Appointment of Successor. Upon any such notice of resignation of Administrative Agent pursuant to clause (g)(i) of this Section 13.1, the Requisite Lenders shall appoint a successor Administrative Agent, with the consent of Borrower, which consent shall not be unreasonably withheld, delayed or conditioned (or required if any Early Wind-Down Trigger Event, Default or Event of Default exists) and the consent of the Requisite Class B Lenders. If a successor Administrative Agent shall not have been so appointed within said thirty (30) calendar day period referenced in clause (g)(i) above, the retiring Administrative Agent (with respect to the role of retiring administrative agent) upon notice to Borrower, may, on behalf of Lenders, appoint a successor Administrative Agent with the consent of Borrower, which consent shall not be unreasonably withheld, delayed or conditioned (or required if any Early Wind-Down Trigger Event, Default or Event of Default exists), who shall serve as Administrative Agent, until such time as the Requisite Lenders (with the consent of the Requisite Class B Lenders) appoint a successor Administrative Agent as provided above. If no successor Administrative Agent has been appointed pursuant to the foregoing within said thirty (30) calendar day period, the resignation shall become effective and the Requisite Lenders thereafter shall perform all the duties of Administrative Agent thereunder, until such time, if any, as the Requisite Lenders (with the consent of the Requisite Class B Lenders) appoint a successor Administrative Agent as provided above.

(iii) Successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent under the Transaction Documents by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and, upon the earlier of such acceptance or the effective date of the retiring Administrative Agent’s resignation, the retiring Administrative Agent shall be discharged from its duties and obligations under the Transaction Documents, provided that any indemnity rights or other rights in favor of such retiring Administrative Agent shall continue after and survive such resignation and succession. After any retiring Administrative Agent’s resignation under the Transaction Documents, the provisions of this Article XIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Transaction Documents.

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(h) Collateral Matters.

(i) Collateral. Each Lender agrees that any action taken by Administrative Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater number of Lenders, or, where permitted by the express terms of this Agreement, the Requisite Class A Lenders or Requisite Class B Lenders) in accordance with the provisions of this Agreement or of the other Transaction Documents relating to the Collateral, and the exercise by Administrative Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater number of Lenders, or, where permitted by the express terms of this Agreement, the Requisite Class A Lenders or Requisite Class B Lenders) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and Administrative Agent. Without limiting the generality of the foregoing, Administrative Agent shall have the sole and exclusive right and authority to (except as may be otherwise specifically restricted by the terms hereof or any other Transaction Document), exercise all rights and remedies given to the Administrative Agent and Lenders with respect to the Collateral under the Transaction Documents related thereto, Applicable Law or otherwise.

(ii) Release of Collateral. Lenders hereby irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent, for the benefit the of Lenders, upon any Collateral covered by the Transaction Documents (A) upon termination of this Agreement, the termination of the Revolving Commitments and the indefeasible payment and satisfaction in full in cash of all Obligations (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted); or (B) constituting Collateral being sold or disposed of if Borrower certifies to Administrative Agent that the sale or disposition is made in compliance with the provisions of the Transaction Documents (and Administrative Agent may rely conclusively on any such certificate, without further inquiry).

(iii) Confirmation of Authority; Execution of Releases. Without in any manner limiting Administrative Agent’s authority to act without any specific or further authorization or consent by Lenders (as set forth in Section 13.1(h)(i) and (ii)), each Lender agrees to confirm in writing, upon request by Borrower, the authority to release any property covered by this Agreement or the Transaction Documents conferred upon Administrative Agent under Section 13.1(h)(ii). So long as no Early Wind-Down Trigger Event, Default or Event of Default exists, upon receipt by Administrative Agent of confirmation from the requisite percentage of Lenders of its authority to release any particular item or types of Collateral covered by this Agreement or the other Transaction Documents, and upon at least five (5) Business Days’ prior written request by Borrower, Administrative Agent shall execute such documents as may be necessary to evidence the release of the Liens granted to Administrative Agent, for the benefit of the Lenders, herein or pursuant hereto upon such Collateral; provided, however, that (A) Administrative Agent shall not be required to execute, any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty (other than that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts), and (B) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower in respect of) all interests retained by Borrower, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral covered by this Agreement or the Transaction Documents.

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(iv) Absence of Duty. Administrative Agent shall not have any obligation whatsoever to any Lender or any other Person to assure that the Collateral covered by this Agreement or the other Transaction Documents exists or is owned by Borrower or is cared for, protected or insured or has been encumbered or that the Liens granted to Administrative Agent, on behalf of the Lenders, herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected, enforced or maintained or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Administrative Agent in this Section 13.1(h) or in any of the Transaction Documents; it being understood and agreed that in respect of the Collateral covered by this Agreement or the other Transaction Documents, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its discretion, given Administrative Agent’s own interest in Collateral covered by this Agreement or the Transaction Documents as one of Lenders and Administrative Agent shall have no duty or liability whatsoever to any of the other Lenders; provided, that Administrative Agent shall exercise the same care which it would in dealing with loans for its own account.

(i) Agency for Perfection. Each Lender hereby appoints Administrative Agent as agent for the purpose of perfecting such Lender’s security interest in Collateral which, in accordance with Article 9 of the UCC in any applicable jurisdiction, can be perfected only by possession. Should any Lender obtain possession of any such Collateral, such Lender shall hold such Collateral for purposes of perfecting a security interest therein for the benefit of the Lenders, notify Administrative Agent thereof and, promptly upon Administrative Agent’s request therefor, deliver such Collateral to Administrative Agent or otherwise act in respect thereof in accordance with Administrative Agent’s instructions.

(j) Exercise of Remedies. Except as set forth in Section 13.4, each Lender agrees that it will not have any right individually to enforce or seek to enforce this Agreement or any other Transaction Document or to realize upon any Collateral security for the Loan or other Obligations; it being understood and agreed that such rights and remedies may be exercised only by Administrative Agent in accordance with the terms of the Transaction Documents.

(k) Reserved.

13.2 Lender Consent

(a) In the event Administrative Agent requests the consent of a Lender and does not receive a written consent thereof within five (5) Business Days after such Lender’s receipt of such request, then such Lender will be deemed not to have given such consent.

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(b) In the event Administrative Agent requests the consent of a Lender in a situation where such Lender’s consent would be required and such consent is denied, then Administrative Agent may, at its option, require such Lender to assign its interest in the Loan and Revolving Commitments to Administrative Agent for a price equal to the then outstanding principal amount thereof due such Lender plus accrued and unpaid interest and fees due such Lender, which principal, interest and fees will be paid to the Lender when collected from Borrower. In the event that Administrative Agent elects to require any Lender to assign its interest to Administrative Agent pursuant to this Section 13.2 Administrative Agent will so notify such Lender in writing within forty-five (45) days following such Lender’s denial, and such Lender will assign its interest to Administrative Agent no later than five (5) calendar days following receipt of such notice.

13.3 Set-off and Sharing of Payments

In addition to any rights and remedies now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Administrative Agent and without notice to Borrower or any other Person other than Administrative Agent (such notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower ), and (b) other Collateral at any time held or owing by such Lender to or for the credit or for the account of Borrower, against and on account of any of the Obligations which are not paid when due; provided, that no Lender or any such holder shall exercise any such right without prior written notice to Administrative Agent. Any Lender that has exercised its right to set-off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of the Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loan shall sell) participations in each such other Lender’s or holder’s Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (y) any Lender or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (z) any Lender so purchasing a participation in the Loan made or other Obligations held by other Lenders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loan and other Obligations in the amount of such participation.

13.4 Disbursement of Funds

Administrative Agent may, on behalf of Lenders, disburse funds to Borrower for any funding of Revolving Advances. Each Lender shall reimburse Administrative Agent on demand for its Pro Rata Share of all funds disbursed on its behalf by Administrative Agent, or if Administrative Agent so requests, each Lender shall remit to Administrative Agent its Pro Rata Share of any funding of Revolving Advances before Administrative Agent disburses such Revolving Advances to or on account of Borrower.

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If Administrative Agent so elects to require that funds be made available prior to disbursement to Borrower, Administrative Agent shall advise each Lender by telephone, telex or telecopy of the amount of such Lender’s Revolving Advance no later than one (1) Business Day prior to the funding date applicable thereto, and each such Lender shall pay Administrative Agent the amount of such Lender’s Revolving Advance, in same day funds, by wire transfer to Administrative Agent’s account not later than 2:00 p.m. (New York City time). If Administrative Agent shall have disbursed funds to Borrower on behalf of any Lender and such Lender fails to pay the amount of its Pro Rata Share forthwith upon Administrative Agent’s demand, Administrative Agent shall promptly notify Borrower, and Borrower shall as promptly as reasonably possible, but in no event less than two (2) Business Days after such notice, repay such amount to Administrative Agent. Any repayment by Borrower required pursuant to this Section 13.4 shall be without any premium or penalty. Nothing in this Section 13.4 or elsewhere in this Agreement or the other Transaction Documents, including the provisions of Section 13.5, shall be deemed to require Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder. 13.5 Settlements; Payments; and Information

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(a) Funding of Advances; Payments; Interest and Fee Payments.

(i) The Loan Balance may fluctuate from day to day through Administrative Agent’s disbursement of funds to or on account of, and receipt of funds from, Borrower. In order to minimize the frequency of transfers of funds between Administrative Agent and each Lender, notwithstanding terms to the contrary set forth in Section 13.4, Advances and repayments thereof may be settled according to the procedures described in Sections 13.5(a)(ii) and 13.5(a)(iii). Notwithstanding these procedures, each Lender’s obligation to fund its Pro Rata Share of any Advances made by Administrative Agent to or on account of Borrower will commence on the date such Advances are made by Administrative Agent. Nothing contained in this Agreement shall obligate a Lender to make an Advance at any time any Early Wind-Down Trigger Event, Default or Event of Default exists. All such payments will be made by such Lender without set-off, counterclaim or deduction of any kind.

(ii) Administrative Agent shall, whenever it deems necessary (in its sole discretion) (each such day being a “Settlement Date”), advise each Lender by 1:00 p.m. (New York City time) on a Business Day by email of the amount of each such Lender’s Revolving Advance. In the event payments are necessary to adjust the amount of such Lender’s share of the Revolving Advances to such Lender’s Pro Rata Share of the Revolving Advances, the party from which such payment is due will pay the other party, in same day funds, by wire transfer to the other’s account not later than 2:00 p.m. (New York City time) on the Business Day following the Settlement Date.

(iii) On the twentieth (20th) Business Day of each month (“Interest Settlement Date”), Administrative Agent will advise each Lender by email of the amount of interest and fees charged to and collected from Borrower for the preceding month in respect of the Loan. Provided that such Lender has made all payments required to be made by it under this Agreement and provided that Lender has not received its Pro Rata Share of interest and fees directly from Borrower, Administrative Agent will pay to such Lender, by wire transfer to such Lender’s account (as specified by such Lender from time to time pursuant to the notice provisions contained herein or in the applicable Lender Addition Agreement) not later than 2:00 p.m. (New York City time) on the next Business Day following the Interest Settlement Date, such Lender’s share of such interest and fees.

(b) Availability of Lenders’ Pro Rata Share.

(i) Unless Administrative Agent has been notified by a Lender prior to any proposed funding date of such Lender’s intention not to fund its requested Revolving Advance, Administrative Agent may assume that such Lender will make such amount available to Administrative Agent on the proposed funding date or the Business Day following the next Settlement Date, as applicable; provided, however, nothing contained in this Agreement shall obligate a Lender to make a Revolving Advance at any time any Early Wind-Down Trigger Event, Default or Event of Default exists. If such amount is not, in fact, made available to Administrative Agent by such Lender when due, Administrative Agent will be entitled to recover such amount on demand from such Lender without set-off, counterclaim or deduction of any kind.

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(ii) Nothing contained in this Section 13.5(b) will be deemed to relieve a Lender of its obligation to fulfill its commitments or to prejudice any rights Administrative Agent or Borrower may have against such Lender as a result of any default by such Lender under this Agreement.

(i) If Administrative Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Administrative Agent from Borrower and such related payment is not received by Administrative Agent, then Administrative Agent will be entitled to recover such amount from such Lender without set-off, counterclaim or deduction of any kind.

(ii) If Administrative Agent determines at any time that any amount received by Administrative Agent under this Agreement must be returned to Borrower or paid to any other Person pursuant to any Debtor Relief Law or otherwise, then, notwithstanding any other term or condition of this Agreement, Administrative Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to Administrative Agent on demand any portion of such amount that Administrative Agent has distributed to such Lender, together with interest at such rate, if any, as Administrative Agent is required to pay to Borrower or such other Person, without set-off, counterclaim or deduction of any kind.

13.6 Dissemination of Information

Upon request by a Lender, Administrative Agent will distribute promptly to such Lender, unless previously provided by Borrower to such Lender, copies of all notices, schedules, reports, projections, financial statements, agreements and other material and information, including financial and reporting information received from Borrower or generated by a third party as provided for in this Agreement and the other Transaction Documents as received by Administrative Agent. Administrative Agent shall not be liable to any of the Lenders for any failure to comply with its obligations under this Section 13.6, except to the extent that such failure is attributed to Administrative Agent’s gross negligence or willful misconduct and results in demonstrable damages to such Lender as determined, in each case, by a court of competent jurisdiction on a final and non-appealable basis.

13.7 Non-Funding Lender.

The failure of any Lender to make any Revolving Advance that it has agreed to make (the “Non-Funding Lender”) on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its agreed upon obligations to make such Revolving Advance, but neither any Other Lender nor Administrative Agent shall be responsible for the failure of any Non-Funding Lender to make an Revolving Advance or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Transaction Document or constitute a “Lender” for any voting or consent rights under or with respect to any Transaction Document.

108

At Borrower’s request, Administrative Agent or a Person acceptable to Administrative Agent shall have the right with Administrative Agent’s consent and in Administrative Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Administrative Agent’s request, sell and assign to Administrative Agent or such Person, all of the rights of that Non-Funding Lender to make Advances hereunder for an amount equal to the principal balance of all Advances held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Lender Addition Agreement.

13.8 Taxes

(a) Any and all payments by or on account of any obligations of Borrower to each Lender or Administrative Agent under this Agreement or any other Transaction Document shall be made free and clear of, and without deduction or withholding for, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (including penalties, interest and additions to tax), imposed by any Governmental Authority (“Taxes”), except as required by Applicable Law.

(b) In addition, Borrower shall pay to the relevant Governmental Authority any present or future stamp, court or documentary, intangible, recording, filing or similar Taxes which arise from any payment made hereunder or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Transaction Document (hereinafter referred to as “Other Taxes”).

(c) Subject to Section 13.8(g), Borrower shall indemnify and hold harmless each Lender and Administrative Agent for the full amount of any and all Indemnified Taxes or Other Taxes (including any Indemnified Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 13.8) paid or payable by such Lender or Administrative Agent and any liability (other than any penalties, interest, additions, and expenses that accrue after the 180th day after the receipt by Administrative Agent or such Lender of written notice of the assertion of such Indemnified Taxes or Other Taxes and before the date that Administrative Agent or such Lender provides Borrower with a certificate relating thereto pursuant to Section 13.8(l)) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. Payments under this indemnification shall be made within 10 days from the date any Lender or Administrative Agent makes written demand therefor.

(d) If Borrower shall be required by Applicable Law to deduct or withhold any Taxes from or in respect of any sum payable hereunder to any Lender or Administrative Agent, then, subject to Section 13.8(g):

(i) if such Tax is an Indemnified Tax, the sum payable shall be increased to the extent necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 13.8), such Lender or Administrative Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made;

(ii) Borrower shall make such deductions; and (iii) Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.

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(e) Within ten (10) days after the date of any payment by Borrower of Taxes to a Governmental Authority, Borrower shall furnish to Administrative Agent (and the applicable Lender) a receipt evidencing payment thereof, or other evidence of payment satisfactory to Administrative Agent (and the applicable Lender).

(f) Each Lender that is not a U.S. Person (a “Non-U.S. Lender”) shall deliver to Borrower and Administrative Agent (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the assigning Lender and Administrative Agent and not to Borrower) two (2) copies of each applicable U.S. Internal Revenue Service Form W-8BEN, Form W‑8BEN‑E, Form W-8IMY or Form W-8ECI, or any subsequent versions thereof, successors thereto or such other forms or documents as may be reasonably required under Applicable Law, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from United States federal withholding Tax on all payments by Borrower under this Agreement and the other Transaction Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence, expiration or invalidity of any form previously delivered by such Non-U.S. Lender. In addition to properly completing and duly executing Forms W-8BEN or W‑8BEN‑E (or any subsequent versions thereof or successor thereto), if such Non-U.S. Lender is claiming an exemption from withholding of United States federal income Tax under Section 871(h) or 881(c) of the Code, such Lender hereby represents and warrants that (A) it is not a “bank” within the meaning of Section 881(c) of the Code, (B) it is not subject to regulatory or other legal requirements as a bank in any jurisdiction, (C) it has not been treated as a bank for purposes of any Tax, securities law or other filing or submission made to any governmental securities law or other legal requirements, (D) it is not a “10 percent shareholder” of Borrower within the meaning of Section 871(h)(3)(B) of the Code, (E) it is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code and (F) none of the interest arising from this Agreement constitutes contingent interest within the meaning of Section 871(h)(4) or Section 881(c)(4) of the Code and such Non-U.S. Lender agrees that it shall provide Administrative Agent, and Administrative Agent shall provide to Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the assigning Lender and Administrative Agent and not to Borrower), with prompt notice at any time after becoming a Lender hereunder that it can no longer make the foregoing representations and warranties. Each Non-U.S. Lender shall promptly notify Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the assigning Lender and Administrative Agent and not to Borrower) at any time it determines that it is no longer in a position to provide any previously delivered form or certificate (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this section, a Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection that such Non-U.S. Lender is not legally able to deliver. Each Lender who makes an assignment pursuant to Section 12.2 where the assignment and assumption agreement is not delivered to Borrower shall indemnify and agree to hold Administrative Agent, Borrower and the other Lenders harmless from and against any United States federal withholding Tax, interest and penalties that would not have been imposed but for (i)

110

the failure of the Transferee that received such assignment under Section 12.2 to comply with this Section 13.8(f) or (ii) the failure of such Lender to withhold and pay such Tax at the proper rate in the event such Transferee does not comply with this Section 13.8(f) (or complies with Section 13.8(f) but delivers forms indicating it is entitled to a reduced rate of such Tax). Any Lender that is a U.S. Person shall deliver to Borrower and Administrative Agent (i) a properly prepared and duly executed U.S. Internal Revenue Service Form W-9, or any subsequent versions thereof or successors thereto, certifying that such Lender is entitled to receive any and all payments under this Agreement and each other Transaction Document free and clear from withholding of United States federal backup withholding Taxes or (ii) such other reasonable documentation as will enable Borrower and/or Administrative Agent to determine whether or not such Lender is subject to United States federal backup withholding or information reporting requirements. Each Person that shall become a Participant pursuant to Section 12.2 shall, on or before the date of the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements required pursuant to this Section 13.8(f), and shall make the representations and warranties set forth in clauses (A) – (F) above, provided that the obligations of such Participant, pursuant to this Section 13.8(f) shall be determined as if such Participant were a Lender except that such Participant shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased.

(g) Borrower will not be required to pay any additional amounts in respect of United States federal income Tax pursuant to Section 13.8(d) to any Lender or Administrative Agent or to indemnify any Lender or Administrative Agent pursuant to Section 13.8(c) to the extent that the Internal Revenue Service has determined (which determination shall be final and non-appealable) that such Lender or Administrative Agent is treated as a “conduit entity” within the meaning of Treasury Regulation Section 1.881‑3 or any successor provision; provided, however, nothing contained in this Section shall preclude the payment of additional amounts or indemnity payments by Borrower to the person for whom the “conduit entity” is acting.

(h) If Borrower is required to pay additional amounts to or for the account of any Lender or Administrative Agent pursuant to this Section 13.8, then such Lender or Administrative Agent shall use its reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by Borrower so as to eliminate or reduce any such additional payments by Borrower which may accrue in the future if such filing or changes in the reasonable judgment of such Lender or Administrative Agent, would not require such Lender to disclose information such Lender deems confidential and is not otherwise disadvantageous to such Lender or Administrative Agent.

(i) If Administrative Agent or a Lender, in its reasonable judgment, receives a refund of any Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 13.8, it shall promptly pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section 13.8 with respect to the Taxes giving rise to such refund) and any interest paid by the relevant Governmental Authority with respect to such refund, provided, that Borrower, upon the request of Administrative Agent or such Lender, shall repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Administrative Agent or such Lender in the event Administrative Agent or such Lender is required to repay the applicable refund to such Governmental Authority.

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(j) Notwithstanding anything herein to the contrary, if Administrative Agent is required by Applicable Law to deduct or withhold any Taxes from or in respect of any sum payable to any Lender by Borrower or Administrative Agent, the Administrative Agent shall not be required to make any gross-up payment to or in respect of such Lender, except to the extent that a corresponding gross-up payment is actually received by Administrative Agent from Borrower.

(k) Any Lender claiming reimbursement or compensation pursuant to this Section 13.8 shall deliver to Borrower (with a copy to Administrative Agent) a certificate setting forth in reasonable detail the amount payable to such Lender hereunder and such certificate shall be conclusive and binding on Borrower in the absence of manifest error.

(l) The agreements and obligations of Borrower in this Section 13.8 shall survive the payment of all other Obligations.

13.9 Patriot Act

Each Lender that is subject to the requirements of the Patriot Act and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Administrative Agent and each Lender to identify Borrower in accordance with the Patriot Act. Borrower shall, promptly following a request by Administrative Agent, or any Lender, provide all documentation and other information that Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Patriot Act.

[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW]

112

IN WITNESS WHEREOF, each of the parties has duly executed this Loan and Security Agreement as of the date first written above.

BORROWER:

NETCREDIT LOC RECEIVABLES 2025, LLC,

a Delaware limited liability company

By:
Name:
Title:

Address:

175 West Jackson Boulevard

Suite 600

Chicago, IL 60604

Attn: _________________

[Signature Page to Loan and Security Agreement – NC LOC 2025]

     BANC OF CALIFORNIA, 
as Administrative Agent

By

     Name: 

    

     Title: 

    

Address:

Banc of California

5404 Wisconsin Ave., 2nd Floor

Chevy Chase, MD 20815

Attention: Portfolio Management – Lender Finance

Email : rob.dailey@bancofcal.com

with a copy to:

Attention: Office of the General Counsel

Email: legal@bancofcal.com

and to:

Holland & Knight LLP

One Arts Plaza

1722 Routh Street, Suite 1500

Dallas, Texas 75201

Attention: M. Matthew Fontane

Email: matthew.fontane@hklaw.com

[Signature Page to Loan and Security Agreement – NC LOC 2025]

     BANC OF CALIFORNIA, 
as Initial Class A Lender

By

     Name: 

    

     Title: 

    

Address:

Banc of California

5404 Wisconsin Ave., 2nd Floor

Chevy Chase, MD 20815

Attention: Portfolio Management – Lender Finance

Email : rob.dailey@bancofcal.com

with a copy to:

Attention: Office of the General Counsel

Email: legal@bancofcal.com

and to:

Holland & Knight LLP

One Arts Plaza

1722 Routh Street, Suite 1500

Dallas, Texas 75201

Attention: M. Matthew Fontane

Email: matthew.fontane@hklaw.com

[Signature Page to Loan and Security Agreement – NC LOC 2025]

     OMAHA ABF V LLC,
as Initial Class B Lender

By

     Name: 

    

     Title: 

    

Address:

     OMAHA ABF VII LLC,
as Initial Class B Lender

By

     Name: 

    

     Title: 
Address:

[Signature Page to Loan and Security Agreement – NC LOC 2025]

Schedule I

Lenders


Class A Lenders	Class B Lenders
Banc of California	Omaha ABF V LLC
	Omaha ABF VII LLC

Schedule A

Disclosures

All references to Section numbers herein refer to Sections in this Agreement.

5.1. Jurisdictions Authorized to Conduct Business (SECTION 5.1.(b))

Delaware, Nebraska and Texas.

5.3. Managers, Members, Beneficiaries, Directors (SECTION 5.3).

Enova International, Inc.

Officers:

David Fisher, President and Chief Executive Officer

Steven E. Cunningham, Chief Financial Officer

Sean Rahilly, Chief Compliance Officer, Secretary and General Counsel

Board of Directors:

David Fisher

Ellen Carnahan

Daniel Feehan

William Goodyear

James Gray

Gregg Kaplan

Mark McGowan

Linda Johnson Rice

Mark A. Tebbe

Lindsay Corby

NetCredit Finance, LLC

Officers:

David Fisher, President, Chief Executive Officer and Treasurer

Steven E. Cunningham, Vice President

Sean Rahilly, Secretary

Board of Directors:

David Fisher

Steven E. Cunningham

Sean Rahilly

Sole Member and Manager:

CNU Online Holdings, LLC

NetCredit LOC Funding 2025, LLC

Officers:

David Fisher, President

Steven E. Cunningham, Chief Financial Officer and Treasurer

Sean Rahilly, Secretary

Sole Member:

CNU Online Holdings, LLC

NetCredit LOC Receivables 2025, LLC

Officers:

David Fisher, President

Steven E. Cunningham, Chief Financial Officer and Treasurer

Sean Rahilly, Secretary

Sole Member:

NetCredit LOC Funding 2025, LLC

NetCredit Loan Services, LLC

Officers:

David Fisher – President, Chief Executive Officer and Treasurer

Steven E. Cunningham – Vice President

Sean Rahilly – Secretary

Sole Member:

CNU Online Holdings, LLC

Board of Managers:

David Fisher

Steven E. Cunningham

Sean Rahilly

Organizational chart of Enova and its subsidiaries is attached hereto as Exhibit 1 to Schedule A.

5.6. Litigation (SECTION 5.6)

None.

5.8. Compliance with Laws (SECTION 5.8).

None.

5.13 Affiliated Agreements (Section 5.13).

None.

5.15. Borrower Information (SECTION 5.15).


Exact Name of Borrower	State of Organization	Federal Tax I.D. No.	Chief Executive Office/Place of Business	Locations of Books and Records	Prior Names	Charter No.
NetCredit LOC Receivables 2025, LLC	Delaware	39-2818165	175 West Jackson Boulevard Suite 600 Chicago, IL 60604	175 West Jackson Boulevard Suite 600 Chicago, IL 60604	N/A	10227745

5.16 Accounts and Investment Property (Section 5.16).

Accounts


Bank Name	Account No.	Account Type

Banc of California 560154503 (Collateral Account) Account

Axos Bank 890000215131 (ACH Sweep Account) Deposit Account

North American Banking 18056325 (ACH Sweet Account) Deposit Account Veritex Community Bank 502090045 (ACH Sweet Account) Deposit Account

Company

Veritex Community Bank 5501156086 (Collection Receipt Account) Deposit Account

Veritex Community Bank 5501156102 (Collection Receipt Account) Deposit Account

Veritex Community Bank 55501637473 (Collection Receipt Account) Deposit Account

Veritex Community Bank 5501197254 (Collection Receipt Account) Deposit Account

Veritex Community Bank 5501916166 (Collection Receipt Account) Deposit Account

Veritex Community Bank 5501156987 (Collection Receipt Account) Deposit Account Exhibit 1 to Schedule A

Investment Property

None.

Enova Organizational Chart

[See attached]

Schedule B

[Reserved]

Schedule C

Maximum Loan Amount


Class A Lender	Maximum Loan Amount

Banc of California $125,000,000


Class B Lender	Maximum Loan Amount

Omaha ABF V LLC $12,500,000

Omaha ABF VII LLC $12,500,000

Schedule D

Part A

Approved States with respect to Bank Program Receivables

Alaska

Arizona

Arkansas

Florida

Hawaii

Indiana

Kansas

Kentucky

Michigan

Minnesota

Mississippi

Missouri

Montana

Nebraska

New Jersey

Ohio

Oklahoma

Oregon

Rhode Island

South Carolina

Tennessee

Texas

Virginia

Wyoming

Schedule D

Part B

Approved States with respect to State Licensed Receivables (i) Release of an Account Debtor from payment of any unpaid amount if such release is required pursuant to Applicable Law;

Alabama

Delaware

Idaho

Louisiana

Utah

Wisconsin

Schedule E

State Licenses

[See attached]

Schedule F

Permitted Modifications

(ii) Waiver of the right to collect the unpaid balance if the amount that the Servicer expects to realize in connection with the collection efforts is determined by the Servicer to be less than the reasonably expected costs of collection;

(iii) Waiver of certain charges, such as prepayment fees and late payment charges that may be collected in the ordinary course of servicing a Receivable;

(iv) Effecting a Due Date Adjustment of no more than forty-five (45) days;

(v) Effecting a “Servicing Modification” as defined in the Servicing Policy;

(vi) Establishing a payment plan with respect to a Defaulted Receivable if the Servicer believes that such plan will maximize Collections in respect of such Receivable, such payment plan complies with the Servicing Standard and the Servicing Policy and such Receivable is treated as a Defaulted Receivable for purposes of calculating the Monthly Annualized Net Default Ratio or the Monthly Delinquency Ratio; and

(vii) With respect to a Receivable that is not a Defaulted Receivable, implementing a proposal from a credit counseling service to establish an alternative payment schedule if the Servicer believes that such schedule will maximize Collections thereon and the Servicer implements such plan in accordance with the Servicing Standard and the Servicing Policy.

Schedule G

Competitors

Avant

Lending Club

Marlette

Elevate

Braviant

One Main

Springleaf

Chorus Credit

Lending Point

Opportun

Opp Loans

World Acceptance

Regional Management

DFC Global Cor

EZ Corp

BillFloat

PLS

Upgrade

Kabbage

Curo

US Bank Upstart

Affirm

Exhibit A

FORM OF

BORROWING BASE CERTIFICATE

(See Attached)

EXHIBIT B-1

FORM OF CLASS A NOTE

Up to $[________] [DATE]

New York, New York

Reference is made to that certain Loan and Security Agreement, dated as of July 17, 2025 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among NetCredit LOC Receivables 2025, LLC (the “Borrower”), the Lenders from time to time party thereto and Banc of California, as administrative agent for itself and the other Lenders. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.

FOR VALUE RECEIVED, the Borrower promises to pay [_______] (the “Holder”), in accordance with the Loan Agreement, in immediately available funds in lawful money of the United States, the lesser of (a) the principal sum of [_____] AND [_]/100 DOLLARS ($[_______]) or (b) the aggregate unpaid principal amount of all Class A Advances made by the Holder, pursuant to the Loan Agreement, together with all accrued and unpaid interest and fees thereon.

The Borrower also agrees to pay interest in like money to the Holder on the unpaid principal amount of each such Class A Advances from time to time from the date of each such Loan until payment in full thereof at the rate or rates and on the dates set forth in the Loan Agreement.

This Class A Note is one of the Notes referred to in, and is entitled to the benefits of, the Loan Agreement, which, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein and is secured by the Pledged Assets.

This Class A Note evidence the indebtedness of the Borrower to the Holder under the Loan Agreement, and does not constitute a separate obligation or undertaking by the Borrower. In the event of any inconsistency between the provisions of this Class A Note and the provisions of the Loan Agreement, the Loan Agreement will prevail.

THIS CLASS A NOTE SHALL, IN ACCORDANCE WITH SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

This Class A Note may be transferred or assigned by the holder hereof at any time, subject to compliance with any Applicable Law and the Loan Agreement, in order to reflect (and to the extent of) the assignment by the Holder pursuant to Section 12.2 of the Loan Agreement, of all or a portion of its rights under the Loan Agreement. This Class A Note shall be binding on the Borrower and shall inure to the benefit of the holder hereof and its successors and assigns. The obligations and liabilities of the Borrower hereunder may not be assigned to any Person without the prior written consent of the holder hereof. Any such assignment in violation of this paragraph shall be void and of no force and effect.

Demand, presentment, protest and notice of nonpayment and protest are hereby waived by the Borrower.

IN WITNESS WHEREOF, this Class A Note has been duly executed and delivered on behalf of the Borrower by its duly authorized officer on the date and year first written above.

NETCREDIT LOC RECEIVABLES 2025, LLC

By:

Name:

Title:

EXHIBIT B-2

FORM OF CLASS B NOTE

Up to $[________] [DATE]

New York, New York

FOR VALUE RECEIVED, the Borrower promises to pay [_______] (the “Holder”), in accordance with the Loan Agreement, in immediately available funds in lawful money of the United States, the lesser of (a) the principal sum of [_____] AND [_]/100 DOLLARS ($[_______]) or (b) the aggregate unpaid principal amount of all Class B Advances made by the Holder, pursuant to the Loan Agreement, together with all accrued and unpaid interest and fees thereon.

The Borrower also agrees to pay interest in like money to the Holder on the unpaid principal amount of each such Class B Advance from time to time from the date of each such Loan until payment in full thereof at the rate or rates and on the dates set forth in the Loan Agreement.

This Class B Note is one of the Notes referred to in, and is entitled to the benefits of, the Loan Agreement, which, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein and is secured by the Pledged Assets.

This Class B Note evidence the indebtedness of the Borrower to the Holder under the Loan Agreement, and does not constitute a separate obligation or undertaking by the Borrower. In the event of any inconsistency between the provisions of this Class B Note and the provisions of the Loan Agreement, the Loan Agreement will prevail.

THIS CLASS B NOTE SHALL, IN ACCORDANCE WITH SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

This Class B Note may be transferred or assigned by the holder hereof at any time, subject to compliance with any Applicable Law and the Loan Agreement, in order to reflect (and to the extent of) the assignment by the Holder pursuant to Section 12.2 of the Loan Agreement, of all or a portion of its rights under the Loan Agreement. This Class B Note shall be binding on the Borrower and shall inure to the benefit of the holder hereof and its successors and assigns. The obligations and liabilities of the Borrower hereunder may not be assigned to any Person without the prior written consent of the holder hereof. Any such assignment in violation of this paragraph shall be void and of no force and effect.

Demand, presentment, protest and notice of nonpayment and protest are hereby waived by the Borrower.

IN WITNESS WHEREOF, this Class B Note has been duly executed and delivered on behalf of the Borrower by its duly authorized officer on the date and year first written above.

NETCREDIT LOC RECEIVABLES 2025, LLC

By:

Name:

Title:

EXHIBIT C

FORM OF MONTHLY COLLATERAL AND SERVICING REPORT

(See Attached)

EXHIBIT D-1

FORM OF

REQUEST FOR ADVANCE

The undersigned (“Borrower”) executes and delivers this Request for Advance (“Request”) as of ______________, 20__, in connection with the Loan and Security Agreement (as amended, restated or extended from time to time, the “Loan and Security Agreement”), dated as of July 17, 2025, by and among Borrower, the Lenders from time to time party thereto, and Banc of California, as administrative agent for itself and for the other Lenders (in such capacities, “Administrative Agent”). All capitalized terms used in this Request without definition shall have the same meanings herein as they have in the Loan and Security Agreement.

Pursuant to Section 4.2 of the Loan and Security Agreement, Borrower hereby requests Revolving Advances from the Lenders in the amount of $______________ on ________________, 20__.

Borrower hereby represents and certifies to Administrative Agent and the Lenders as follows:

1. As of the date of this Request, Borrower is in compliance in all material respects with all of the terms and conditions of the Loan and Security Agreement and the other Transaction Documents and no Default, Event of Default, Early Wind-Down Trigger Event, or Material Adverse Change thereunder exists and each of the conditions to the requested funding of Revolving Advances set forth in the Loan and Security Agreement, including Section 4.2, has been satisfied in all material respects or otherwise waived by Administrative Agent.

2. Except as otherwise previously disclosed in writing to Administrative Agent, Borrower’s representations and warranties set forth in the Loan and Security Agreement, the other Transaction Documents and any other related document, are true and accurate in all material respects as of the date of this Request (except where such representation or warranty is otherwise expressly made as of another date, in which case it is, was or will be true and correct on and as of such other date).

3. There are no liabilities or obligations owing by Borrower of any nature whatsoever in violation of the Loan and Security Agreement.

4. As of the date of this Request, to the actual knowledge of Borrower, each Receivable identified in the attached Schedule A is an Eligible Receivable.

5. All of Borrower’s right (including the power to convey title thereto), title and interest in and to each Portfolio Document related to each Receivable File, shall be collaterally assigned and pledged to Administrative Agent in accordance with the terms of the Loan and Security Agreement.

6. As of the date of this Request, the Loan Balance (after giving effect to the funding of Revolving Advances and pledge to be made on such date pursuant to this Request) plus the amount requested in any outstanding but unfunded Request for Advance does not violate Section 2.1 of the Loan and Security Agreement.

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NETCREDIT LOC RECEIVABLES 2025, LLC,

a Delaware limited liability company

By:
Name:
Title:

Schedule A

List of Receivables

(See Attached)

EXHIBIT D-2

FORM OF

REQUEST FOR TRANSFER

The undersigned (“Borrower”) executes and delivers this Request for Transfer (“Request”) as of ______________, 20__, in connection with the Loan and Security Agreement (as amended, restated or extended from time to time, the “Loan Agreement”), dated as of July 17, 2025, by and among the Borrower, the Lenders from time to time party thereto, and Banc of California, as administrative agent for itself and for the other Lenders (in such capacities, “Administrative Agent”). All capitalized terms used in this Request without definition shall have the same meanings herein as they have in the Loan Agreement.

Pursuant to Section 2.11(d) of the Loan Agreement, Borrower hereby requests a transfer from the Collateral Account in the amount of $______________ on ________________, 20__ (the “Recycle Date”).

Borrower hereby represents and certifies to Administrative Agent and the Lenders as follows:

1. (a) the Available Amounts on deposit in the Collateral Account is: $____________.

(b) the estimated aggregate amount of accrued and unpaid Interest, Unused Additional Interest, Servicing Fees, Backup Servicing Fees and known expenses that will be payable on the next occurring Payment Date pursuant to Section 2.4(a) is: $_____________.

2. As of the date of this Request, Borrower is in compliance in all material respects with all of the terms and conditions of the Loan Agreement and the other Transaction Documents and no Default, Event of Default, Early Wind-Down Trigger Event, or Material Adverse Change thereunder exists and each of the conditions to the requested Advance set forth in the Loan Agreement, including Section 4.2, has been satisfied in all material respects or otherwise waived by Administrative Agent.

3. Except as otherwise previously disclosed in writing to Administrative Agent, Borrower’s representations and warranties set forth in the Loan Agreement, the other Transaction Documents and any other related document, are true and accurate in all material respects as of the date of this Request (except where such representation or warranty is otherwise expressly made as of another date, in which case it is, was or will be true and correct on and as of such other date).

4. There are no liabilities or obligations owing by Borrower of any nature whatsoever in violation of the Loan Agreement.

5. As of the date of this Request, the sum of the outstanding principal balance under the Receivables (after giving effect to the Advance and pledge to be made on such date pursuant to this Request) plus the amount requested in any outstanding but unfunded Request for Advance does not violate Section 2.1 of the Loan Agreement.

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NETCREDIT LOC RECEIVABLES 2025, LLC,

a Delaware limited liability company

By:
Name:

Title:

EXHIBIT E

UNDERWRITING GUIDELINES

(See Attached)

EXHIBIT F

SERVICING POLICY

(See Attached)

EXHIBIT G

Form of Commitment Increase Request

The undersigned (“Borrower”) executes and delivers this Request for Commitment Increase (“Request”) as of ______________, 20__, in connection with the Loan and Security Agreement (as amended, restated or extended from time to time, the “Loan and Security Agreement”), dated as of July 17, 2025, by and among Borrower, the Lenders from time to time party thereto, and Banc of California, as administrative agent for itself and for the other Lenders (in such capacities, “Administrative Agent”). All capitalized terms used in this Request without definition shall have the same meanings herein as they have in the Loan and Security Agreement.

Pursuant to Section 2.12 of the Loan and Security Agreement, Borrower hereby requests an increase in the Revolving Commitment in the amount of $______________ on ________________, 20__, with a proposed Increase Effective Date of [Proposed Increase Effective Date].

In connection with such Commitment Increase, the Borrower hereby represents and warrants as of the Increase Effective Date that:

(i) this letter constitutes a Commitment Increase Request pursuant to the Loan and Security Agreement; and

(ii) each of the conditions set forth in Section 2.12 of the Loan and Security Agreement has been satisfied.

The undersigned hereby certifies each and every matter contained herein to be true and correct.

NETCREDIT LOC RECEIVABLES 2025, LLC,

a Delaware limited liability company

By:
Name:
Title:

EXHIBIT H

FORM OF PORTFOLIO DOCUMENTS

EXHIBIT I

DATA AND REPORTING GUIDELINES

Data Delivery

Data shall be delivered in one of the three following manners (listed in order of priority):

1. Via SFTP site hosted by Administrative Agent (either programmatic or manual);

2. Via SFTP site hosted by Borrower, accessible with a username and password; and

3. Via Dropbox or Google Drive, in each case maintained by Borrower and with access to the entire directory to be given to Administrative Agent.

Data Format and Content

Borrower shall provide (i) all account and transaction data reasonably necessary for Administrative Agent to appropriately and adequately recalculate the Borrowing Base Certificate and Monthly Servicing Report and (ii) any other additional data that Borrower and Administrative Agent may mutually agree upon (collectively, the “Data”). Attached hereto are templates for the Data that Borrower is required to deliver.

Format for Data delivery shall be CSV, Excel Workbook (.xlsx), or text formats; provided that large data may be in parquet. Prior to Borrower’s first delivery of Data to Administrative Agent, Borrower shall provide a template to Administrative Agent with the proposed file naming convention, data field names and format of individual data points for Administrative Agent’s approval. Once approved, all data delivered by Borrower shall follow such agreed upon template; provided that Borrower may make changes to the template (including additions thereto) so long as (i) Borrower provides Administrative Agent with at least five (5) Business Days’ prior written notice (email is acceptable) of such changes and (ii) Administrative Agent approves such changes (such approval not to be unreasonably withheld) (provided, that, for the avoidance of doubt, the removal of any previously reported data shall require the consent of the Requisite Class A Lenders and the Requisite Class B Lenders).

Data Frequency and Regularity

Administrative Agent requests that the Data be provided simultaneously with each delivery of a Borrowing Base Certificate and of a Monthly Servicing Report until the Termination Date.

Data Templates

Receivable Level Reporting Fields


Field Name	Description

Transaction Level Reporting Fields


Field Name	Description

EX-31.1 5 enva-ex31_1.htm EX-31.1 EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David A. Fisher, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Enova International, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 24, 2025

     /s/ David A. Fisher

    

     David A. Fisher

    

     Chief Executive Officer

    

EX-31.2 6 enva-ex31_2.htm EX-31.2 EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven E. Cunningham, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Enova International, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 24, 2025

     /s/ Steven E. Cunningham

    

     Steven E. Cunningham

    

     Chief Financial Officer

    

EX-32.1 7 enva-ex32_1.htm EX-32.1 EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Enova International, Inc. (the “Company”) for the quarterly period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Fisher, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Enova International, Inc. and will be retained by Enova International, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

     /s/ David A. Fisher

    

     David A. Fisher

    

     Chief Executive Officer

    

Date: October 24, 2025

The foregoing certification is being furnished solely pursuant to the requirements of 18 U.S.C. § 1350 and is not being filed as a part of the Report or as a separate disclosure document.

EX-32.2 8 enva-ex32_2.htm EX-32.2 EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Enova International, Inc. (the “Company”) for the quarterly period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven E. Cunningham, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

     /s/ Steven E. Cunningham

    

     Steven E. Cunningham

    

     Chief Financial Officer

    

Date: October 24, 2025

The foregoing certification is being furnished solely pursuant to the requirements of 18 U.S.C. § 1350 and is not being filed as a part of the Report or as a separate disclosure document.