Exhibit
10.3


 


Amendment
No. 3 to Revolving Credit and Security Agreement,


Amendment
No. 1 to Limited Guaranty and Indemnity Agreement 


and
Amendment No. 1 to Servicing Agreement 


 


This
Amendment No. 3 to Revolving Credit and Security Agreement, Amendment No. 1 to Limited Guaranty
and Indemnity Agreement and Amendment No. 1 to Servicing Agreement (this “Agreement”) is entered into as of
February 25, 2022 by and among Sezzle Funding SPE II, LLC, a Delaware limited liability
company, as borrower (the “Borrower”), Sezzle Inc., a Delaware corporation
(the “Limited Guarantor”, and in its capacity as servicer, the “Servicer”), the Lenders party hereto
and Goldman Sachs Bank USA, as administrative agent for the Secured Parties (in such capacity,
together with its successors and assigns, the “Administrative Agent”).


 


Recitals


 


Whereas,
the Borrower has entered into that certain Revolving Credit and Security Agreement, dated as of February 10, 2021, by and among the Borrower,
the Administrative Agent and the lenders party thereto from time to time (the “Lenders”) (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”);


 


Whereas,
the Limited Guarantor has entered into that certain Limited Guaranty and Indemnity Agreement, dated as of February 10, 2021, by and among
the Limited Guarantor and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Sponsor
Indemnity Agreement”);


 


Whereas,
the Borrower and the Servicer have entered into that certain Servicing Agreement, dated as of February 10, 2021, by and among the Borrower,
the Servicer and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Servicing
Agreement”); and


 


Whereas,
in accordance with the terms of the Credit Agreement, the Borrower, the Limited Guarantor and the Servicer have requested, and the Administrative
Agent and the Lenders have agreed to, modify certain provisions of the Credit Agreement, the Sponsor Indemnity Agreement and the Servicing
Agreement, in each case, upon the terms and subject to the conditions set forth herein.


 


Now,
Therefore, in consideration of the mutual covenants set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


Agreement


 


1.
Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit
Agreement.


 






     


     


    

 


2.   Amendment
to the Credit Agreement. Upon satisfaction of the conditions set forth in Section 3 hereof:


 


(a)
the Borrower, the Administrative Agent and the Lenders, agree that the Credit Agreement is hereby amended by incorporating the changes
shown on the marked copy of the Credit Agreement attached hereto as Exhibit A (it being understood that language which appears “struck
out” or “struck out”, as applicable, has been deleted
and language which appears as “double-underlined” or
“double-underlined”, as applicable, has been added);


 


(b)
the Limited Guarantor and the Administrative Agent (acting at the direction of the Lenders, which direction is provided by this
reference), agree that the Sponsor Indemnity Agreement is hereby amended by incorporating the changes shown on the marked copy of the
Sponsor Indemnity Agreement attached hereto as Exhibit B (it being understood that language which appears “struck
out” or “struck out”, as applicable, has been deleted
and language which appears as “double-underlined” or
“double-underlined”, as applicable, has been added);
and


 


(c)   the
Servicer and the Administrative Agent (acting at the direction of the Lenders, which direction is provided by this reference), agree
that Section 5(b) of the Servicing Agreement is amended by:


 


(i)    deleting
“or” at the end of clause (vi) thereof;


 


(ii)    adding
“or” at the end of clause (vii) thereof; and


 


(iii)    adding
“(viii) the occurrence of a Sponsor Indemnity Event of Default” immediately following clause (vii) thereof.


 


3.
Conditions Precedent. The effectiveness of this Agreement is subject to the receipt by the Administrative Agent of the following,
each in form and substance acceptable to the Administrative Agent:


 


(a)   this
Agreement duly executed and delivered by the parties hereto;


 


(b)    an
amendment to the Backup Servicing Agreement, duly executed and delivered by the parties thereto;


 


(c)    the
Zip Acquisition Agreement (as defined in the Sponsor Indemnity Agreement), duly executed and delivered by the parties thereto, which
shall be in full force and effect; and


 


(d)    evidence
that the accrued reasonable and documented fees and expenses of Chapman and Cutler LLP, counsel to the Administrative Agent and the Initial
Class A Lender, and Winston & Strawn LLP, counsel to the Class B Lender, in connection with the transactions contemplated hereby,
shall have been paid by the Borrower.


 






    2


     


    

 


4.    Representations
and Warranties.


 


(a)    The
Borrower hereby represents and warrants to the Administrative Agent and each Lender that:


 


(i)    the
representations and warranties of Borrower contained in the Credit Agreement are true and correct in all material respects (except in
the case of any representation and warranty qualified by materiality or Material Adverse Effect, which is true and correct in all respects)
as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which
case they are true and correct in all material respects (except in the case of any representation and warranty qualified by materiality
or Material Adverse Effect, which is true and correct in all respects) as of such earlier date;


 


(ii)    no
Unmatured Event of Default, Event of Default or Accelerated Amortization Event has occurred and is continuing;


 


(iii)    the
Borrower has all requisite power and authority and all requisite governmental licenses, permits, authorizations, consents and approvals
to execute, deliver and perform its obligations under this Agreement and the Facility Documents as amended hereby;


 


(iv)    no
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of
this Agreement; and


 


(v)    this
Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


 


(b)    The
Limited Guarantor hereby represents and warrants to the Administrative Agent and each Lender that:


 


(i)    the
representations and warranties of the Limited Guarantor contained in the Sponsor Indemnity Agreement are true and correct in all material
respects (except in the case of any representation and warranty qualified by materiality or Material Adverse Effect, which is true and
correct in all respects) as of the date hereof, except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct in all material respects (except in the case of any representation and warranty
qualified by materiality or Material Adverse Effect, which is true and correct in all respects) as of such earlier date;


 


(ii)    no
Sponsor Indemnity Event of Default has occurred and is continuing;


 


(iii)    the
Limited Guarantor has all requisite power and authority and all requisite governmental licenses, permits, authorizations, consents and
approvals to execute, deliver and perform its obligations under this Agreement and the Facility Documents as amended hereby;


 






    3


     


    

 


(iv)    no
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Limited Guarantor
of this Agreement; and


 


(v)    this
Agreement has been duly executed and delivered by the Limited Guarantor and constitutes a legal, valid and binding obligation of the
Limited Guarantor, enforceable against the Limited Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law.


 


(c)    The
Servicer hereby represents and warrants to the Administrative Agent and each Lender that:


 


(i)    the
representations and warranties of the Servicer contained in the Servicing Agreement are true and correct in all material respects (except
in the case of any representation and warranty qualified by materiality or Material Adverse Effect, which is true and correct in all
respects) as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date,
in which case they are true and correct in all material respects (except in the case of any representation and warranty qualified by
materiality or Material Adverse Effect, which is true and correct in all respects) as of such earlier date;


 


(ii)    no
Servicer Event of Default has occurred and is continuing;


 


(iii)    the
Servicer has all requisite power and authority and all requisite governmental licenses, permits, authorizations, consents and approvals
to execute, deliver and perform its obligations under this Agreement and the Facility Documents as amended hereby;


 


(iv)    no
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Servicer of
this Agreement; and


 


(v)    this
Agreement has been duly executed and delivered by the Servicer and constitutes a legal, valid and binding obligation of the Servicer,
enforceable against the Servicer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


 






    4


     


    

 


5.    Effect
on the Facility Documents and Ratification. (a) Except as expressly set forth herein, nothing contained herein shall be deemed to
constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Facility Documents
or constitute a course of conduct or dealing among the parties. Except as expressly set forth herein, the Administrative Agent and the
Lenders reserve all rights, privileges and remedies under the Facility Documents. The amendments contained herein do not and shall not
create (nor shall the Borrower, the Limited Guarantor or the Servicer rely upon the existence of or claim or assert that there exists)
any obligation of the Administrative Agent or the Lenders to consider or agree to any further amendment or any waiver or consent and,
in the event the Administrative Agent or the Lenders subsequently agree to consider any further amendments or any waiver or consent,
neither the amendments contained herein nor any other conduct of the Administrative Agent or the Lenders shall be of any force or effect
on the Administrative Agent’s or the Lenders’ consideration or decision with respect to any such requested waiver, consent
or amendment and neither the Administrative Agent nor any Lender shall have any further obligation whatsoever to consider or agree to
further waiver or consent or any amendment or other agreement. The Credit Agreement and all other Facility Documents, as hereby amended,
are hereby ratified and re-affirmed in all respects and shall remain unmodified and in full force and effect. All references in the Facility
Documents to the Credit Agreement and all other Facility Documents amended hereby shall be deemed to be references to the Credit Agreement
and such Facility Documents, as applicable, as modified hereby. For the avoidance of doubt, nothing herein is, or shall be deemed to
be, a consent or waiver by the Administrative Agent or the Lenders with respect to any Change of Control. This Agreement shall constitute
a Facility Document.


 


(b)    The
relationship of the Administrative Agent and the Lenders, on the one hand, and the Borrower, the Limited Guarantor and the Servicer,
on the other hand, has been and shall continue to be, at all times, that of creditor and debtor and not as joint venturers or partners.
Nothing contained in this Agreement, any instrument, document or agreement delivered in connection herewith or in the Credit Agreement
or any of the other Facility Documents shall be deemed or construed to create a fiduciary relationship between or among the parties.


 


6.    No
Novation. This Agreement is not intended by the parties to be, and shall not be construed to be, a novation of the Credit Agreement
or any other Facility Document or an accord and satisfaction in regard thereto.


 


7.    Successors
and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns; provided that none of the Borrower, the Limited Guarantor nor the Servicer may assign or transfer
any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent.


 


8.    Headings.
The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.


 


9.    Incorporation
of Credit Agreement. The provisions contained in Section 12.05 (Execution in Counterparts), Section 12.07 (Governing Law), Section
12.08 (Severability of Provisions), Section 12.12 (Submission to Jurisdiction; Waivers; Etc.) and Section 12.13 (Waiver of Jury Trial)
of the Credit Agreement are incorporated herein by this reference, mutatis mutandis.


 


remainder
of page intentionally blank; signatures follow. 


 




    5


     


    

 


In
Witness Whereof, the parties have caused this Agreement
to be duly executed and delivered by its duly authorized officer as of the day and year first above written.


 


	 	Sezzle Funding SPE II, LLC, as Borrower
	 	 
	 	By:	/s/ Karen Hartje 
	 	Name:	Karen Hartje
	 	Title:	Chief Financial Officer


 


	 	Sezzle Inc., as Limited Guarantor and Servicer
	 	 
	 	By:	/s/ Karen Hartje
	 	Name:	Karen Hartje
	 	Title:	Chief Financial Officer


  


Signature
page


amendment no. 3 to revolving credit and security agreement, 


amendment
no. 1 to Limited Guaranty and Indemnity Agreement


and amendment
no. 1 to Servicing Agreement

 




     


     


    

 


	 	Goldman Sachs Bank USA,
	 	as Administrative Agent and Class A Lender
	 	 
	 	By:	/s/ Jeff Hartwick 
	 	Name:	Jeff Hartwick
	 	Title:	Authorized Signatory






 


signature
page


amendment no. 3 to revolving credit and security agreement, 


amendment
no. 1 to Limited Guaranty and Indemnity Agreement


and amendment
no. 1 to Servicing Agreement

 




     


     


    

  


	 	Bastion Consumer Funding II LLC, 

as Class B Lender
	 	 
	 	By:	/s/ John J. Braden
	 	Name:	John J. Braden
	 	Title:	Manager



 


signature
page

amendment no. 3 to revolving credit and security agreement, 


amendment
no. 1 to Limited Guaranty and Indemnity Agreement


and amendment no. 1 to Servicing Agreement


 




     


     


    

 


Exhibit
A


 


Marked
Credit Agreement


 


(See
attached) 


 






    


     


    

 

CONFORMED COPY – NOT EXECUTED IN THIS FORM


Incorporating that
certain Amendment No. 1 to Revolving Credit and Security Agreement, dated as
of April 29, 2021; and


Amendment No. 2 to
Revolving Credit and Security Agreement, dated as of October 15, 2021; and


Amendment No. 3
to Revolving Credit and Security Agreement, dated as of February 25, 2022.


 





 



 


revolving
credit and security agreement


 


among


 


sezzle funding spe ii, llc,


 


as Borrower,


 


the lenders from time to time parties hereto,


 


and


 


goldman sachs bank usa,


 


as Administrative Agent


 


Dated as of February 10, 2021







 





 









 






     


     


    

 


table of contents


 


	Section	 	Heading	 	Page
	 	 	 	 	 
	Article I	 	Definitions; Rules of Construction; Computations	 	1
	 	 	 	 	 
	Section 1.01.	 	Definitions	 	1
	Section 1.02.	 	Rules of Construction	 	38
	Section 1.03.	 	Computation of Time Periods	 	38
	Section 1.04.	 	Collateral Value Calculation Procedures	 	38
	Section 1.05.	 	Divisions	 	39
	 	 	 	 	 
	Article II	 	Advances	 	40
	 	 	 	 	 
	Section 2.01.	 	Revolving Credit Facility	 	40
	Section 2.02.	 	Making of the Advances	 	41
	Section 2.03.	 	Evidence of Indebtedness	 	42
	Section 2.04.	 	Payment of Principal, Interest and Certain Fees	 	42
	Section 2.05.	 	Prepayment of Advances	 	44
	Section 2.06.	 	Prepayment Premium and Exit Fee	 	44
	Section 2.07.	 	Maximum Lawful Rate	 	45
	Section 2.08.	 	Several Obligations	 	45
	Section 2.09.	 	Increased Costs	 	46
	Section 2.10.	 	Compensation; Breakage Payments	 	48
	Section 2.11.	 	Illegality; Inability to Determine Rates	 	48
	Section 2.12.	 	Effect of Benchmark Transition Event	 	49
	Section 2.13.	 	Rescission or Return of Payment	 	50
	Section 2.14.	 	Post-Default Interest	 	50
	Section 2.15.	 	Payments Generally	 	51
	 	 	 	 	 
	Article III	 	Conditions Precedent	 	51
	 	 	 	 	 
	Section 3.01.	 	Conditions Precedent to this Agreement	 	51
	Section 3.02.	 	Conditions Precedent to Each Borrowing	 	54
	 	 	 	 	 
	Article IV	 	Representations and Warranties	 	55
	 	 	 	 	 
	Section 4.01.	 	Representations and Warranties of the Borrower	 	55
	Section 4.02.	 	Representations
    and Warranties Relating to the Collateral in Connection with a Borrowing or Withdrawal	 	62
	 	 	 	 	 
	Article V	 	Covenants	 	63
	 	 	 	 	 
	Section 5.01.	 	Affirmative Covenants of the Borrower	 	63
	Section 5.02.	 	Negative Covenants of the Borrower	 	72
	Section 5.03.	 	Certain Undertakings Relating to Separateness	 	75
	 	 	 	 	 
	Article VI	 	Events of Default	 	77
	 	 	 	 	 
	Section 6.01.	 	Events of Default	 	77
	Section 6.02.	 	Remedies upon an Event of Default	 	80
	Section 6.03.	 	Class B Buyout Option	 	80



 






    -i-


     


    

 


	Article VII	 	Pledge
    of Collateral; Rights of The Administrative Agent	 	82
	 	 	 	 	 
	Section 7.01.	 	Grant of Security	 	82
	Section 7.02.	 	Release of Security Interest	 	83
	Section 7.03.	 	Rights and Remedies	 	84
	Section 7.04.	 	Remedies Cumulative	 	84
	Section 7.05.	 	Related Documents	 	85
	Section 7.06.	 	Borrower Remains Liable	 	9185
	Section 7.07.	 	Protection of Collateral	 	86
	 	 	 	 	 
	Article VIII	 	Accountings and Releases	 	86
	 	 	 	 	 
	Section 8.01.	 	Collection of Money	 	86
	Section 8.02.	 	Release of Security	 	87
	 	 	 	 	 
	Article
    IX	 	Application
    of Monies	 	88
	 	 	 	 	 
	Section 9.01.	 	Disbursements of Monies from Collection Account	 	88
	Section 9.02.	 	Recycling	 	90
	 	 	 	 	 
	Article X	 	Administration and Servicing of Collateral	 	9791
	 	 	 	 	 
	Section 10.01.	 	Designation of the Servicer	 	9791
	Section 10.02.	 	Authorization of the Servicer	 	91
	Section 10.03.	 	Payment of Certain Expenses by Servicer	 	91
	Section 10.04.	 	Appointment of Backup Servicer	 	92
	 	 	 	 	 
	Article XI	 	The Administrative Agent	 	9892
	 	 	 	 	 
	Section 11.01.	 	Authorization and Action	 	9892
	Section 11.02.	 	Delegation of Duties	 	92
	Section 11.03.	 	Agent’s Reliance, Etc	 	93
	Section 11.04.	 	Indemnification	 	94
	Section 11.05.	 	Successor Administrative Agent	 	94
	Section 11.06.	 	Administrative Agent’s Capacity as a Lender	 	10194
	Section 11.07.	 	Certain ERISA Matters	 	94
	Section 11.08.	 	Erroneous Payments	 	95



 






    -ii-


     


    

 


	Article XII	 	Miscellaneous	 	97
	 	 	 	 	 
	Section 12.01.	 	No Waiver; Modifications in Writing	 	97
	Section 12.02.	 	Notices, Etc.	 	10698
	Section 12.03.	 	Taxes	 	98
	Section 12.04.	 	Costs and Expenses; Indemnification	 	101
	Section 12.05.	 	Execution in Counterparts	 	103
	Section 12.06.	 	Assignability	 	112103
	Section 12.07.	 	Governing Law	 	112103
	Section 12.08.	 	Severability of Provisions	 	103
	Section 12.09.	 	Confidentiality	 	103
	Section 12.10.	 	Merger	 	113104
	Section 12.11.	 	Survival	 	113104
	Section 12.12.	 	Submission to Jurisdiction; Waivers; Etc.	 	104
	Section 12.13.	 	Waiver of Jury Trial	 	114105
	Section 12.14.	 	Service of Process	 	114105
	Section 12.15.	 	Waiver of Setoff	 	105
	Section 12.16.	 	PATRIOT Act Notice	 	105
	Section 12.17.	 	Business Days	 	105
	Section 12.18.	 	Third-Party Beneficiary	 	105
	Section 12.19.	 	No Fiduciary Duty	 	105
	Section 12.20.	 	Non-Reliance on Administrative Agent and other Lenders	 	106
	Section 12.21.	 	Acknowledgement
    and Consent to Bail-In of Affected Financial Institutions	 	106
	Section 12.22.	 	Acknowledgement Regarding Any Supported QFCs	 	116106
	Section 12.23.	 	Non-Petition	 	107
	 	 	 	 	 
	Article xiii	 	Syndication	 	107
	 	 	 	 	 
	Section 13.01.	 	Syndication	 	107
	Section 13.02.	 	Assignment
    of Advances, Participations and Servicing, Appointment of Agent	 	107
	Section 13.03.	 	Cooperation in Syndication	 	120110


 






    -iii-


     


    

 





	 	 	 	 	Schedules
	 	 	 	 	 
	Schedule 1-A	 	—	 	Lenders – Aggregate Percentages
	Schedule 1-B	 	—	 	Lenders – Class Percentages
	Schedule 2	 	—	 	Collateral Receivables
	Schedule 3	 	—	 	Notice Information
	Schedule 4	 	—	 	Account Details
	Schedule 5	 	—	 	Credit Guidelines
	Schedule 6	 	—	 	Servicing Guide
	Schedule 7	 	—	 	Data Tape Information
	Schedule 8	 	—	 	Form of Biweekly Report
	Schedule 9	 	—	 	Competitor
	Schedule 10	 	—	 	Post-Closing Compliance Requirements
	 	 	 	 	 
	 	 	 	 	Exhibits
	 	 	 	 	 
	Exhibit A-1	 	—	 	Form of
    Notice of Borrowing (with attached form of Maximum Advance Rate Test Calculation Statement)
	Exhibit A-2	 	—	 	Form of
    Notice of Withdrawal (with attached form of Maximum Advance Rate Test Calculation Statement)
	Exhibit B	 	—	 	Form of Notice of Prepayment
	Exhibit C	 	—	 	Form of Assignment and Acceptance
	Exhibit D	 	—	 	Form of Consent and Release
	Exhibit E	 	—	 	Form of U.S. Tax Compliance Certificate








 






    -iv-


     


    

 


Revolving Credit and Security Agreement


 


REVOLVING CREDIT AND SECURITY
AGREEMENT, dated as of February 10, 2021 among SEZZLE FUNDING SPE II, LLC, a Delaware limited liability company, as borrower (together
with its permitted successors and assigns, the “Borrower”), the LENDERS from time to time party hereto, and GOLDMAN
SACHS BANK USA, as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors
and assigns, the “Administrative Agent”).


 


Recitals


 


WHEREAS, the Borrower desires
that the Lenders make advances on a revolving basis to the Borrower on the terms and subject to the conditions set forth in this Agreement;
and


 


WHEREAS, each Lender may make
such advances to the Borrower on the terms and subject to the conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:


 


Article I


 


Definitions; Rules of Construction; Computations


 


Section 1.01. Definitions.
As used in this Agreement, the following terms shall have the meanings indicated:


 


“Accelerated Amortization
Event” means, as of any date of determination, the occurrence of any of the following:


 


 (a) the Principal Loss Ratio shall be greater than 5.00%;




 


 (b) as to any Vintage, the Vintage Default Ratio shall be greater than 4.00%;




 


(c)
an Unmatured Event of Default or an Event of Default; provided, however, that if such Unmatured Event of Default or an Event of
Default is cured within the applicable time period or an Event of Default is waived, the related Accelerated Amortization Event shall
cease to exist;


 


(d)
the Servicing Agreement or the Backup Servicing Agreement expires or is otherwise terminated; provided, however, that
if a successor Servicing Agreement or a successor Backup Servicing Agreement, as applicable, reasonably acceptable to the
Administrative Agent is entered into within thirty (30) days (or, if the Enhanced Data Production
Amendment has not been terminated by the Administrative Agent in accordance with the terms set forth therein, following the Enhanced
Data Production Delivery Date, two (2) Business Days) following the date of such termination, the related Accelerated
Amortization Event shall cease to exist; or


 






     


     


    

 


(e)
a Regulatory Event that causes a Material Adverse Effect on the Sponsor, the Parent, the Borrower, the Servicer, any Seller or the Collateral.


 


Notwithstanding anything in the foregoing
to the contrary, any Accelerated Amortization Events caused by the occurrence of any of the events set forth in clauses (a) or (b) above
shall cease to exist if, such clauses (a) or (b), as applicable, are satisfied and cured for four(4)  consecutive Collection Periods
as of the relevant Reporting Date occurring after such Accelerated Amortization Event as evidenced in Biweekly Reports.


 


“Account Reactivation
Fee” means, with respect to any Receivable, a fee imposed by the Servicer as a result of an installment payment that is past
due, including, but not limited to, a fee denominated as an Account Reactivation Fee in the Related Documents.


 


“Adjusted Benchmark
Rate” means, for any Interest Accrual Period, an interest rate per annum equal to a fraction, expressed as a percentage,
(a) the numerator of which is equal to the Benchmark for such Interest Accrual Period and (b) the denominator of which is equal to 100%
minus the Applicable Reserve Percentage for such Interest Accrual Period.


 


“Administrative Agent” has the meaning
specified in the introduction to this Agreement.


 


“Administrative Agent
Fee Letter” means that certain Administrative Agent Fee Letter dated as of the Closing Date, by and among the Borrower, the
Sponsor, the Administrative Agent and the Initial Class A Lender.


 


“Advance” shall have the meaning specified
in Section 2.01.


 


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


 


“Affected Person”
means (a) each Lender and each of its Affiliates, and (b) any assignee or participant of any Lender.


 


“Affiliate”
means, in respect of a referenced Person, another Person Controlling, Controlled by or under common Control with such referenced Person.


 


“Affiliate Fees” means fees received from
affiliate partners based on lead generation.


 


“Aggregate Receivable
Balance” means, when used with respect to all or a portion of the Collateral Receivables, the sum of the Receivable Balances
of all or of such portion of such Collateral Receivables, as applicable.


 


“Agreement” means this Revolving Credit
and Security Agreement.








 






    -2-


     


    

 


“Applicable Law”
means any Law of any Governmental Authority, including all federal, state, provincial, territorial or local laws and of other local regulatory
authorities, to which the Person in question is subject or by which it or any of its assets or properties are bound.


 


“Applicable Margin”
means, (a) with respect to Class A Advances, 3.375% and (b) with respect to Class B Advances, 10.689%.


 


“Applicable Reserve
Percentage” means, for any period, the percentage, if any, applicable during such period (or, if more than one such percentage
shall be so applicable, the daily average of such percentages for those days in such period during which any such percentage shall be
so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including any basic, emergency, supplemental, marginal or other reserve requirements) with
respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term of three months.


 


“Asset Balance Disbursed”
means, as of any date, with respect to each Collateral Receivable, (a) the applicable amount actually disbursed by the Sponsor to the
Merchant with respect to such Collateral Receivable minus (b) any other amounts received by the Sponsor from the Merchant or otherwise
in connection with such Collateral Receivable on the date such Collateral Receivable was originated.


 


“Assigning Lender” has the meaning specified
in Section 13.02(a).


 


“Assignment and Acceptance”
means an Assignment and Acceptance in substantially the form of Exhibit C hereto, entered into by a Lender, an assignee and the Administrative
Agent and, if applicable, the Borrower.


 


“Available Receivable
Balance” means, with respect to any Collateral Receivable, (a) the Receivable Balance of such Collateral Receivable less
(b) the Excess Concentration Amount, if any, in respect of such Collateral Receivable.


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or
payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length
of an Interest Accrual Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for
such Benchmark that is then-removed from the definition of “Interest Accrual Period” pursuant to clause (d) of Section 2.12.


 


“Backup Servicer”
means Carmel Solutions, or such other qualified servicer approved by the Administrative Agent in writing, all in accordance with the terms,
provisions and conditions of the Backup Servicing Agreement.


 


“Backup
Servicer Certificate” means a certificate, in form and substance acceptable to the Administrative Agent, delivered by the
Backup Servicer to the Borrower, the Servicer and the Administrative Agent in compliance with the terms and provisions of the Backup
Servicing Agreement.


 






    -3-


     


    

 


“Backup Servicer
Event of Default” means (a) an event of default under the Backup Servicing Agreement or (b) a Regulatory Event that causes a
Material Adverse Effect on the Backup Servicer.


 


“Backup Servicing
Agreement” means the Backup Servicing Agreement, by and between the Borrower, the Administrative Agent, the Servicer and the
Backup Servicer, or any replacement backup servicing agreement reasonably acceptable to the Administrative Agent.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.


 


“Bail-In Legislation”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the
Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act
2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution
of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration
or other insolvency proceedings).


 


“Bankruptcy Code” means Title XI of the
United States Code.


 


“Base Rate”
means, on any date of determination, a fluctuating interest rate per annum equal to the higher of (a) the Federal Funds Rate plus
0.50% and (b) the Prime Rate. Interest calculated pursuant to clause (a) above will be determined based on a year of 365 days or 366 days,
as applicable, and the actual days elapsed. Interest calculated pursuant to clause (b) above will be determined based on a year of 360
days and the actual days elapsed.


 


“Bass Pro Shops” means BPS Direct, LLC
doing business as Bass Pro Shops.


 


“Bass Pro Shops 5-month
Receivable” means a Bass Pro Shops Receivable that is payable in six (6) equal, interest-free installments over a period not
to exceed five (5) months, with the first such payment made at the time such Receivable is originated, unless such Receivable is a Rescheduled
Receivable, in which case, such Receivable is payable in six (6) equal, interest-free installments payable over a period not to exceed
nine (9) months, with the first such payment made at the time such Receivable is originated.


 


“Bass Pro Shops Receivable”
means a Collateral Receivable in respect of which Bass Pro Shops is the related Merchant.


 


“Benchmark” means,
initially, the LIBOR Rate; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related
Benchmark Replacement Date have occurred with respect to the LIBOR 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 clause (a) of Section 2.12.


 






    -4-


     


    

 


“Benchmark Disruption
Event” means the occurrence of any of the following: (a) any Lender shall have notified the Administrative Agent of a determination
by such Lender or any of its assignees or participants that it would be contrary to law or to the directive of any central bank or other
governmental authority (whether or not having the force of law) to obtain U.S. Dollars in the London interbank market to fund any Advance,
(b) any Lender shall have notified the Administrative Agent of the inability, for any reason, of such Lender or any of its assignees or
participants to determine the Adjusted Benchmark Rate, (c) any Lender shall have notified the Administrative Agent of a determination
by such Lender or any of its assignees or participants that the rate at which deposits of U.S. Dollars are being offered to such Lender
or any of its assignees or participants in the London interbank market does not accurately reflect the cost to such Lender, such assignee
or such participant of making, funding or maintaining any Advance, or (d) any Lender shall have notified the Administrative Agent of the
inability of such Lender or any of its assignees or participants to obtain U.S. Dollars in the London interbank market to make, fund or
maintain any Advance; provided, however, that a Benchmark Disruption Event shall not cover or be triggered by a Benchmark Transition
Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date with respect to the LIBOR Rate or the then-current
Benchmark.


 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date:


 


(1) the sum of: (a) Term SOFR
and (b) the related Benchmark Replacement Adjustment;


 


(2) the sum of: (a) Daily Simple
SOFR and (b) the related Benchmark Replacement Adjustment;


 


(3) the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for
the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of
a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or
then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S.
dollar-denominated syndicated or bilateral credit facilities at such time and (b) the related Benchmark Replacement Adjustment;


 


provided that, in the
case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate
from time to time as selected by the Administrative Agent in its reasonable discretion. If the Benchmark Replacement as determined pursuant
to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes
of this Agreement and the other Facility Documents.


 






    -5-


     


    

 


“Benchmark Replacement Adjustment”
means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable
Interest Accrual Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)
for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order
below that can be determined by the Administrative Agent:


 


(a) the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such Interest Accrual Period that has been selected or recommended
by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable
Corresponding Tenor;


 


(b) the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set
for such Interest Accrual Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to
be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2) for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or
determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a
spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii)
any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S.
dollar-denominated syndicated or bilateral credit facilities at such time;


 


provided that, in the
case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement
Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Business Day,” the definition of “Interest Accrual
Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or
prepayment, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational
matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark
Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market
practice or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement
exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the
administration of this Agreement and the other Facility Documents.


 






    -6-


     


    

 


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


 


(1)  
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public
statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published
component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such
component thereof);


 


(2)  in the case of clause (3)
of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced
therein; or


 


(3)  in the
case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to Borrower,
so long as the Administrative Agent has not received, by 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Early
Opt-in Election is provided to Borrower, written notice of objection to such Early Opt-in Election from Borrower.


 


For the avoidance of doubt,
(i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect
of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination
and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to
any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).


 


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


 


(1) a public
statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in
the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such
Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component
thereof);


 


(2) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the
published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency
official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction
over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution
authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or
such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently
or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue
to provide any Available Tenor of such Benchmark (or such component thereof); or


 


(3) a public
statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component
used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.


 


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


 






    -7-


     


    

 


“Benchmark Unavailability
Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2)
of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder
and under any Facility Document in accordance with Section 2.12 and (y) ending at the time that a Benchmark Replacement has replaced the
then-current Benchmark for all purposes hereunder and under any Facility Document in accordance with Section 2.12.


 


“Beneficial Ownership
Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.


 


“Beneficial Ownership Regulation” means
31 C.F.R. § 1010.230.


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Code or


 


(c)    any Person
whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the
assets of any such “employee benefit plan” or “plan”.


 


“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under and interpreted in accordance with, 12 U.S.C. 1841(k)) of such
party.


 


“Biweekly Master
File” means a detailed master file containing the information necessary for the Backup Servicer to verify the information with
respect to the Receivables set forth in the Backup Servicing Agreement in computer readable format reasonably acceptable to the Backup
Servicer and the Administrative Agent.


 


“Biweekly Report” has the meaning specified
in Section 5.01(g).


 


“Borrower” has the meaning specified in
the introduction to this Agreement.


 


“Borrower Information” means the
non-public or proprietary information provided hereunder by the Borrower with respect to the Borrower, the Parent, the Sponsor,
their respective Affiliates or any other non-public information relating to the foregoing furnished to any Secured Party pursuant to
this Agreement or any other Facility Document. Notwithstanding the foregoing, the term “Borrower Information” shall not
include any information which (a) is or becomes generally available to the public other than as a result of a breach of Section
12.09, (b) becomes available to the Administrative Agent, or any Lender or any of their respective Affiliates on a nonconfidential
basis from a source other than the Borrower or (c) was available to the Administrative Agent or any Lender on a nonconfidential
basis prior to disclosure by the Borrower hereunder.


 


“Borrower LLC Agreement”
means that certain Amended and Restated Limited Liability Company Agreement of the Borrower, dated as of the Closing Date, by and between
the Parent, as sole member, and Ricardo Orozco, as Independent Manager.


 


“Borrowing” has the meaning specified
in Section 2.01.


 


“Borrowing Base”
means the sum of the Class A Borrowing Base and the Class B Borrowing Base.


 


“Borrowing Date” means the date of a Borrowing.


 






    -8-


     


    

 


“Business Day”
means any day other than (a) a Saturday or Sunday, (b) the days on which banks are authorized or required to close in New York, New York,
Minneapolis, Minnesota or Toronto, Ontario, or a legal or federal holiday and (c) if the applicable Business Day relates to the advance
or continuation of, or conversion into, or payment of an Advance bearing interest at the Benchmark or the determination of the Benchmark,
the days on which banks dealing in U.S. Dollar deposits in the interbank market in London, England, Wilmington, Delaware or New York,
New York are authorized or required to be closed.


 


“CAD FX Rate”
shall mean, for each date of determination, the closing spot rate for converting Canadian Dollars to U.S. Dollars as published on Reuters
or Bloomberg (or such other source acceptable to the Administrative Agent) for the date prior to such date of determination.


 


“Canadian Cash Transfer Event”
means, (a) the expiration of the Reinvestment Period, (b)  the occurrence and continuation of any Accelerated Amortization
Event, Unmatured Event of Default or Event of Default or (c) as of any date of determination, the amounts on deposit in the U.S.
Collection Account shall be (i) less than the U.S. Collection Account Required Amount or (ii) insufficient to pay all amounts then
due and owing pursuant to Sections 9.01(i) through 9.01(vii) as of the immediately preceding Payment Date.


 


“Canadian Collection
Account” means the account established at the Canadian Collection Account Bank in the name of the Borrower, which account has
been designated as the Canadian Collection Account and which shall at all times be the subject of a Canadian Collection Account Control
Agreement.


 


“Canadian
Collection Account Bank” means (a)Bank of Montreal or (b) another Qualified
Institution reasonably acceptable to the Administrative Agent.


 


“Canadian Collection
Account Control Agreement” means each agreement in form reasonably acceptable to the Administrative Agent among the Borrower,
the Administrative Agent and the Canadian Collection Account Bank over the Canadian Collection Account or such other account as may be
applicable from time to time, in each case pursuant to which the Administrative Agent has the right to take dominion and control of the
Canadian Collection Account upon the occurrence of an Event of Default.


 


“Canadian Dollars” means lawful money
of Canada.


 


“Canadian Receivable”
means each Receivable sold to the Borrower by the Canadian Seller pursuant to the terms and subject to the conditions set forth in the
Canadian Receivable Purchase Agreement.


 


“Canadian Receivable
Purchase Agreement” means (a) the Canadian Receivable Purchase Agreement, by and among the Canadian Seller, the Borrower and
the Administrative Agent, in form and substance acceptable to the Administrative Agent or (b) such other receivable purchase agreement
among the Canadian Seller, the Borrower and the Administrative Agent, that is in form and substance satisfactory to the Administrative
Agent.


 


“Canadian Seller”
means Sezzle Canada Corp., a company formed under the laws of the Province of Nova Scotia.


 


“Change of Control”
means, at any time, the occurrence of one or more of the following events: (a) other than a Permitted Holder, any Person or group (within
the meaning of the Securities and Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder, as in effect
on the date hereof), shall acquire ownership, directly or indirectly, beneficially or of record of the Equity Interests of the Sponsor
representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Sponsor,
(b) individuals who as of the Closing Date constitute the board of directors of the Sponsor cease for any reason to constitute a majority
of the board of directors of or Control (in their capacity as directors) the Sponsor at any time, (c) the Sponsor fails to directly own,
legally and beneficially, 100% of the Equity Interests of the Parent at any time, (d) the Sponsor ceases to have the power or authority
to Control or direct the management and policies of the Parent at any time, (e) the Parent fails to directly own, legally and beneficially,
100% of the Equity Interests of the Borrower at any time or (f) the Parent ceases to have the power or authority to Control or direct
the management and policies of the Borrower at any time.


 






    -9-


     


    

 


“Class A Advance” has the meaning specified
in Section 2.01.


 


“Class A Advance
Rate” means, as of any date of determination, (a) if the Weighted Average FICO Score of all Collateral Receivables for which
a FICO Score has been obtained around the time the Receivable was originated is greater than or equal to 580 on such date, 70% and (b)
if the Weighted Average FICO Score of all Collateral Receivables for which a FICO Score has been obtained around the time the Receivable
was originated is less than 580 on such date, 65%.


 


“Class A Borrowing
Base” means, as of any date of determination, with respect to all Collateral Receivables, the sum of the Class A Borrowing Base
Amounts of all such Collateral Receivables.


 


“Class A Borrowing
Base Amount” means, as of any date of determination, with respect to each Collateral Receivable, the lesser of (a) the
product of (i) the Class A Advance Rate and (ii) the Available Receivable Balance as of such date of such Collateral Receivable and
(b) the product of (i)    the Class A Advance Rate, (ii) the Available Receivable Balance as of such date of such
Collateral Receivable and (iii) the Disbursed Percentage.


 


“Class A Committed
Facility Amount” means (a) on or prior to the Termination Date, $97,220,000 and (b) following the Termination Date, the outstanding
principal balance of all the Class A Committed Advances.


 


“Class A Committed Advance” has the meaning
specified in Section 2.01.


 


“Class A Incremental Advance” has the
meaning specified in Section 2.01.


 


“Class A Incremental Amount” means $97,220,000.


 


“Class A Interest”
means, for each day during an Interest Accrual Period and each outstanding Class A Advance on such day, the sum of the products (for each
day during such Interest Accrual Period) of:


 


IR x P x 1/D


 


where:


 


IR=the
Interest Rate for such Class A Advance on such day;


 


 P = the principal amount of such Class A Advance on such day; and




 


D= 360.


 


“Class A Lender”
means each Person listed on Schedule 1-B, a Class A Lender and any other Person that shall have become a party hereto as a Class A Lender
in accordance with the terms hereof, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance.


 


“Class A Maximum
Advance Rate Test” means a test that will be satisfied at any time if (a) the aggregate outstanding principal balance of the
Class A Advances is less than or equal to (b) the Class A Maximum Available Amount at such time.


 


“Class A Maximum Available Amount” means,
at any time, the lesser of:


 





 (a) the Class A Program Limit; and




 


 (b) the Class A Borrowing Base at such time.




 


For the avoidance of any doubt, on any Borrowing
Date the amount of any Borrowings hereunder against the Class A Maximum Available Amount shall be subject to the satisfaction of the conditions
precedent set forth in Section 3.02(b).


 






    -10-


     


    

 


“Class A Maximum
Committed Advance Rate Test” means a test that will be satisfied at any time if (a) the aggregate outstanding principal balance
of the Class A Committed Advances is less than or equal to (b) the Class A Maximum Committed Available Amount at such time.


 


“Class A Maximum Committed Available Amount”
means, at any time, the lesser of:


 


 (a) the Class A Committed Facility Amount; and




 


 (b) the Class A Borrowing Base at such time.




 


For the avoidance of any doubt, on any Borrowing
Date the amount of any Borrowings hereunder against the Class A Maximum Committed Available Amount shall be subject to the satisfaction
of the conditions precedent set forth in Section 3.02(b).


 


“Class A Obligations” means all Obligations
owed to the Class A Lenders.


 


“Class A Program
Limit” means the Class A Committed Facility Amount plus the Class A Incremental Amount.


 


“Class A Unused Fee”
means, for each Interest Accrual Period that occurs during the Reinvestment Period, the product of (a) the Class A Unused Premium, (b)
the greater of (i) zero and (ii) the excess of (A) the average of the Class A Committed Facility Amount during such Interest Accrual Period
over (B) the average outstanding principal amount of all of the Class A Advances during such Interest Accrual Period, and (c) a fraction,
the numerator of which is the number of days in such Interest Accrual Period and the denominator of which is 360.


 


“Class A Unused Premium” means, as of
each Interest Accrual Period during the Reinvestment Period:


 


(a) except
for each Interest Accrual Period that occurs during the first three months following the Closing Date, if the average outstanding principal
amount of all of the Class A Advances during such Interest Accrual Period is less than 33.3% of the Class A Committed Facility Amount,
0.65%;


 


(b) for each Interest
Accrual Period that occurs during the first three months following the Closing Date, if the average outstanding principal amount of all
of the Class A Advances during such Interest Accrual Period is less than 33.3% of the Class A Committed Facility Amount, 0.50%;


 


(c) if the average
outstanding principal amount of all of the Class A Advances during such Interest Accrual Period is greater than or equal to 33.3% of
the Class A Committed Facility Amount but less than 66.6% of the Class A Committed Facility Amount, 0.50%; and


 


(d)  if the average outstanding
principal amount of all of the Class A Advances during such Interest Accrual Period is greater than 66.6% of the Class A Committed Facility
Amount, 0.35%.


 


“Class B Advance” has the meaning specified
in Section 2.01.


 


“Class B Advance
Rate” means, as of any date of determination, (a) if the Weighted Average FICO Score of all Collateral Receivables for which
a FICO Score has been obtained around the time the Receivable was originated is greater than or equal to 580 on such date, 90% and (b)
if the Weighted Average FICO Score of all Collateral Receivables for which a FICO Score has been obtained around the time the Receivable
was originated is less than 580 on such date, 85%.


 


“Class B Borrowing
Base” means, as of any date of determination, (a) with respect to all Collateral Receivables, the sum of the Class B Borrowing
Base Amounts of all such Collateral Receivables minus (b) the Class A Borrowing Base at such time.


 






    -11-


     


    

 


“Class B Borrowing
Base Amount” means, as of any date of determination, with respect to each Collateral Receivable, the lesser of (a) the
product of (i) the Class B Advance Rate and (ii) the Available Receivable Balance as of such date of such Collateral Receivable and
(b) the product of (i)    the Class B Advance Rate, (ii) the Available Receivable Balance as of such date of such
Collateral Receivable and (iii) the Disbursed Percentage.


 


“Class B Buyout Amount” has the meaning
specified in Section 6.03.


 


“Class B Buyout Exercise Date” has the
meaning specified in Section 6.03.


 


“Class B Buyout Group” has the meaning
specified in Section 6.03.


 


“Class B Buyout Notice” has the meaning
specified in Section 6.03.


 


“Class B Buyout Option” has the meaning
specified in Section 6.03.


 


“Class B Buyout Option Termination Date”
has the meaning specified in Section 6.03.


 


“Class B Buyout
Triggering Event” means (a) any time the Final Maturity Date is declared by the Class A Lenders pursuant to Section
6.02(a) or automatically occurs pursuant to Section 6.01(h) or (b) following the Administrative Agent’s receipt of notice of
the occurrence and continuation of an Event of Default from the Class B Lenders then holding a majority of the outstanding principal
amount of the Class B Advances, and subject to any waiver of such Event of Default by the Administrative Agent and the Lenders in
accordance with Section 12.01 or any applicable cure period set forth in clause (f) of the definition of “Fundamental
Amendments”, the Administrative Agent (at the direction of the Required Lenders) has not declared the Final Maturity Date or
otherwise exercised the remedies available to it pursuant to Section 6.02, (i) within fifteen (15) Business Days following the end
of such cure period, or (y) if the Administrative Agent entered into good faith negotiations with the Borrower to remedy such Event
of Default, within twenty (20) Business Days following the end of such cure period.


 


“Class B Committed
Facility Amount” means (a) on or prior to the Termination Date, $27,780,000 and (b) following the Termination Date, the outstanding
principal balance of all the Class B Committed Advances.


 


“Class B Committed Advance” has the meaning
specified in Section 2.01.


 


“Class B Incremental Advance” has the
meaning specified in Section 2.01.


 


“Class B Incremental Amount” means $27,780,000.


 


“Class B Interest”
means, for each day during an Interest Accrual Period and each outstanding Class B Advance on such day, the sum of the products (for each
day during such Interest Accrual Period) of:


 


IR x P x 1/D


 


where:


 


IR=the
Interest Rate for such Class B Advance on such day;


 


 P = the principal amount of such Class B Advance on such day; and




 


D= 360.


 


“Class B Lender”
means each Person listed on Schedule 1-B, as a Class B Lender and any other Person that shall have become a party hereto as a Class B
Lender in accordance with the terms hereof, other than any such Person that ceases to be a party hereto pursuant to an Assignment and
Acceptance.


 


“Class B Maximum
Advance Rate Test” means a test that will be satisfied at any time if (a) the aggregate outstanding principal balance of the
Class B Advances is less than or equal to (b) the Class B Maximum Available Amount at such time.


 






    -12-


     


    

 


“Class B Maximum Available Amount” means,
at any time, the lesser of:


 


 (a) the Class B Program Limit; and




 


 (b) the Class B Borrowing Base at such time.




 


For the avoidance of any doubt, on any Borrowing
Date the amount of any Borrowings hereunder against the Class B Maximum Available Amount shall be subject to the satisfaction of the conditions
precedent set forth in Section 3.02(b).



 


“Class B Maximum
Committed Advance Rate Test” means a test that will be satisfied at any time if (a) the aggregate outstanding principal balance
of the Class B Committed Advances is less than or equal to (b) the Class B Maximum Committed Available Amount at such time.


 


“Class B Maximum Committed Available Amount”
means, at any time, the lesser of:


 


 (a) the Class B Committed Facility Amount; and




 


 (b) the Class B Borrowing Base at such time.




 


For the avoidance of any doubt, on any Borrowing
Date the amount of any Borrowings hereunder against the Class B Maximum Committed Available Amount shall be subject to the satisfaction
of the conditions precedent set forth in Section 3.02(b).


 


“Class B Program
Limit” means the Class B Committed Facility Amount plus the Class B Incremental Amount.


 


“Class B Unused Fee”
means, for each Interest Accrual Period that occurs during the Reinvestment Period, the product of (a) the Class B Unused Premium, (b)
the greater of (i) zero and (ii) the excess of (A) the average of the Class B Committed Facility Amount during such Interest Accrual Period
over (B) the average outstanding principal amount of all of the Class B Advances during such Interest Accrual Period, and (c) a fraction,
the numerator of which is the number of days in such Interest Accrual Period and the denominator of which is 360.


 


“Class B Unused Premium” means, as of
each Interest Accrual Period during the Reinvestment Period:


 


(a)    except
for each Interest Accrual Period that occurs during the first three months following the Closing Date, if the average outstanding principal
amount of all of the Class B Advances during such Interest Accrual Period is less than 33.3% of the Class B Committed Facility Amount,
0.65%;


 


(b)   for each Interest
Accrual Period that occurs during the first three months following the Closing Date, if the average outstanding principal amount of all
of the Class B Advances during such Interest Accrual Period is less than 33.3% of the Class B Committed Facility Amount, 0.50%;


 


(c)  if the average outstanding
principal amount of all of the Class B Advances during such Interest Accrual Period is greater than or equal to 33.3% of the Class B Committed
Facility Amount but less than 66.6% of the Class B Committed Facility Amount, 0.50%; and


 


(d)  if the average outstanding
principal amount of all of the Class B Advances during such Interest Accrual Period is greater than 66.6% of the Class B Committed Facility
Amount, 0.35%.


 


“Closing Date” means February 10, 2021.


 


“Code” means the Internal Revenue Code
of 1986.








 






    -13-


     


    

 


“Collateral” has the meaning specified
in Section 7.01(a).


 


“Collateral Receivable” has the meaning
ascribed to such term on Schedule 2 hereto.


 


“Collection Period”
means (a) the period beginning on (and including) the Closing Date and ending on (and including) February 26, 2021, and (b) each two week
period thereafter beginning on (and including) a Saturday ending on (and including) the Friday two weeks thereafter.


 


“Collections”
means all cash collections, distributions, payments and other amounts received, and to be received by a Seller, the Servicer, the Backup
Servicer or the Borrower, from any Person in respect of any Receivables any Related Documents, including, but not limited to, all principal,
late fees and any other fees (including, without limitation, Affiliate Fees and interchange fees), repurchase proceeds, interchange fee
rebates and recoveries payable to the Borrower under or in connection with any such Receivables and all Proceeds from any sale or disposition
of any such Receivables and Related Documents or of any merchandise that gave rise to such Receivables or Related Documents, including,
but not limited to, all realized loss cap clawbacks and all other reimbursements or payments received from Merchants; provided,
that “Collections” shall not include, in respect of any Receivable, referral fees from Ally Bank or other affiliate partners
where such Receivable is not originated.


 


“Committed Facility Amount” means $125,000,000.


 


“Competitor”
means a competitor of the Borrower or Sponsor listed on Schedule 9, which may be modified by the Borrower from time to time upon the Administrative
Agent’s prior written consent (not to be unreasonably withheld).


 


“Concentration Limitations”
means, as of any date of determination, the following limitations applied, without duplication, to the Collateral Receivables owned (or,
in relation to a proposed purchase of a Receivable, proposed to be owned) by the Borrower, and in each case in accordance with the procedures
set forth in Section 1.04:


 


(a)
no more than the Aggregate Receivable Balance of such Collateral Receivables represented by Canadian Receivables may exceed 10.0% of the
Aggregate Receivable Balance of all Collateral Receivables on such date;


 


(b)
no more than the Aggregate Receivable Balance of such Collateral Receivables represented by Promotional Receivables and Extended Term
Receivables, collectively, may exceed 10.0% of the Aggregate Receivable Balance of all Collateral Receivables on such date;


 


 (c) [reserved];




 


(d)
no more than the Aggregate Receivable Balance of such Collateral Receivables represented by Past Due Collateral Receivables may exceed
4.0% of the Aggregate Receivable Balance of all Collateral Receivables on such date;








 


(e)
no more than the Aggregate Receivable Balance of such Collateral Receivables for which the Merchant Discount Rate is greater than 8.0%
(other than Bass Pro Shops 5-month Receivables) may exceed 3.0% of the Aggregate Receivable Balance of all Collateral Receivables on such
date;


 






    -14-


     


    

 


(f)
the Aggregate Receivable Balance of all Collateral Receivables (other than Bass Pro Shops 5-month Receivables) on such date that would
cause the Weighted Average Merchant Discount Rate to be greater than or equal to 3.0%;


 


(g)
no more than the Aggregate Receivable Balance of such Collateral Receivables represented by any single Merchant (other than the Target
Corporation) may exceed 15.0% of the Aggregate Receivable Balance of all Collateral Receivables on such date;


 


(h)
no more than the Aggregate Receivable Balance of such Collateral Receivables represented by any Obligor that had not been an Obligor under
any previous Receivable and satisfied all the obligations thereunder on or prior to the date the relevant Receivable was originated may
exceed 35.0% of the Aggregate Receivable Balance of all Collateral Receivables on such date;


 


(i)
no more than the Aggregate Receivable Balance of such Collateral Receivables represented by any Obligor that had not been an Obligor under
any previous Receivable and satisfied all the obligations thereunder (other than any Receivables for which the Target Corporation is the
Merchant) on or prior to the date the relevant Receivable was funded may exceed 30.0% of the Aggregate Receivable Balance of all Collateral
Receivables on such date;


 


(j)   
no more than the Aggregate Receivable Balance of such Collateral Receivables represented by Rescheduled Receivables may exceed 12.5% of
the Aggregate Receivable Balance of all Collateral Receivables on such date;


 


(k)   
no more than the Aggregate Receivable Balance of such Collateral Receivables represented by Rescheduled Receivables which the related
Obligor has rescheduled an installment payment more than once may exceed 2.5% of the Aggregate Receivable Balance of all Collateral Receivables
on such date; and


 


(l)   
no more than the Aggregate Receivable Balance of such Collateral Receivables for which the Original Receivable Balance is greater than
$500 may exceed 10.0% of the Aggregate Receivable Balance of all Collateral Receivables on such date.


 


“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.


 


“Consent and Release”
means a consent and release letter executed by the Administrative Agent in substantially the form of Exhibit D hereto or any other
form reasonably acceptable to the Administrative Agent.


 


“Constituent Documents”
means in respect of any Person, the certificate or articles of formation or organization, trust agreement, limited liability company agreement,
operating agreement, partnership agreement, joint venture agreement or other applicable agreement of formation or organization (or equivalent
or comparable constituent documents) and other organizational documents and by-laws and any certificate of incorporation, certificate
of formation, certificate of limited partnership and other agreement, similar instrument filed or made in connection with its formation
or organization.


 


“Contingent Jurisdiction”
means Alaska, Arizona, California, Colorado, the District of Columbia, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Louisiana,
Maine, Mississippi, Missouri, North Carolina, North Dakota, South Dakota, Oklahoma, Texas, Utah, Virginia, West Virginia, Wisconsin and
Wyoming.


 


“Contract”
means, either: (a) a retail installment sale contract or other loan contract executed by an Obligor under which an extension of credit
by a Seller is made in the ordinary course of business to such Obligor, or (b) an agreement between an Obligor and a Seller for the purpose
of financing the purchase of goods and/or services from a Merchant, together, in each case, with the original endorsements or assignments
showing the chain of ownership thereof, if any.


 






    -15-


     


    

 


“Control”
means the direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person, whether
through ownership, by contract, arrangement or understanding, or otherwise. “Controlled” and “Controlling”
have the meaning correlative thereto.


 


“Corresponding Tenor”
with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately
the same length (disregarding business day adjustment) as such Available Tenor.


 


“Covered Entity”
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b);
or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered Party” has the meaning specified
in Section 12.22.


 


“Credit Approval
Date” means, with respect to any Receivable, the date on which a Seller granted credit approval for the Obligor in accordance
with the Credit Guidelines.


 


“Credit Guidelines”
means the credit or underwriting guidelines applicable to the Obligors of the Receivables, listed on Schedule 5, which may be amended,
modified or supplemented by the Sponsor subject to Section 5.02(j).


 


“Current Collateral
Receivable” means any Collateral Receivable, other than a Defaulted Collateral Receivable, as to which all scheduled installment
payments are less than fifteen (15) days past due.


 


“Daily Simple SOFR”
means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent
in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily
Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention is not administratively
feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.


 


“Data Tape”
means a data tape, which shall include with respect to each Collateral Receivable the information set forth on Schedule 7.


 


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.


 


“Defaulted Collateral Receivable” means,
at any time, a Collateral Receivable or a Vintage Receivable as to which any of the following occurs:


 


(a)
all or any portion of one or more scheduled installments are past due with respect to such Collateral Receivable or Vintage Receivable
for a period of ninety (90) days or more past the scheduled Due Date for such installment payment;


 


(b)
an Insolvency Event relating to the related Obligor of such Receivable or Vintage Receivable has occurred or such Obligor is deceased;


 


(c)
the Borrower or the Servicer has determined in good faith in accordance with the Servicing Guide that such Collateral Receivable or Vintage
Receivable shall be placed on “non-accrual” status or “not collectible,” or has reserved against it; or


 






    -16-


     


    

 


(d)
such Collateral Receivable or Vintage Receivable is charged-off by the Servicer (or would be required to be charged off by the Servicer
in accordance with the charge-off policies in the Servicing Guide in effect as of the Closing Date unless the Administrative Agent and
the Required Lenders have approved in writing any changes to such charge-off policy following the Closing Date that would result in a
Collateral Receivable or Vintage Receivable no longer being subject to charge off).


 


“Delinquent Collateral
Receivable” means any Collateral Receivable other than a Defaulted Collateral Receivable as to which any scheduled installment
payment is more than 28 days past due.


 


“Determination Date” means the last day
of each Collection Period.


 


“Disbursed Percentage”
means with respect to any Collateral Receivable, the ratio of the Asset Balance Disbursed for such Collateral Receivable divided by the
Transaction Value for such Collateral Receivable.


 


“Due Date” means each date on which any installment
payment is due on a Collateral Receivable in accordance with its terms.


 


“Early Opt-in Election” means,
if the then-current Benchmark is LIBOR Rate, the occurrence of:


 


(1) a
notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other
parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated or bilateral credit facilities at such
time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate
based upon SOFR) as a benchmark rate (and such syndicated or bilateral credit facilities are identified in such notice and are
publicly available for review), and


 


(2) the joint
election by the Administrative Agent and the Borrower to trigger a fallback from LIBOR Rate and the provision by the Administrative
Agent of written notice of such election to the Lenders.


 


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution
described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority”
means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“EFTA”
means the Electronic Fund Transfer Act and the rules and regulations promulgated thereunder.


 


“Enhanced
Data Production Amendment” means that certain 1st Amendment to Backup Servicing Agreement dated as of February 25, 2022
by and among the Servicer, the Borrower, the Administrative Agent and the Backup Servicer.


 


“Enhanced
Data Production Delivery Date” has the meaning set forth in the Enhanced Data Production Amendment.


 


“Equity
Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership (including
beneficial ownership) or profit interests in) such Person, all of the warrants, options or other rights for the purchase or
acquisition from such Person of shares of capital stock of (or other ownership (including beneficial ownership) or profit interests
in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership
(including beneficial ownership) or profit interests in) such Person or warrants, rights or options for the purchase or acquisition
from such Person of such shares (or such other interests), and all of the other ownership (including beneficial ownership) or profit
interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of determination.


 






    -17-


     


    

 


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


 


“ERISA
Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued
thereunder with respect to a Plan (other than an event for which the thirty (30)    day notice requirement is
waived); (b) the failure with respect to any Plan to satisfy the “minimum funding standard” (as defined in Section 412
of the Code or Section 302 of ERISA); (c) the filing pursuant to Section 412(c) of the Code or Section 302 of ERISA of an
application for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that any Plan is, or is
expected to be, in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA); (e) the incurrence
by the Borrower or any member of its ERISA Group of any liability under Title IV of ERISA with respect to the termination of any
Plan; (f) (i) the receipt by the Borrower or any member of its ERISA Group from the PBGC of a notice of determination that the PBGC
intends to seek termination of any Plan or to have a trustee appointed for any Plan, or (ii) the filing by the Borrower or any
member of its ERISA Group of a notice of intent to terminate any Plan; (g) the incurrence by the Borrower or any member of its ERISA
Group of any liability (i) with respect to a Plan pursuant to Sections 4063 and 4064 of ERISA, (ii) with respect to a facility
closing pursuant to Section 4062(e) of ERISA, or (iii) with respect to the withdrawal or partial withdrawal from any Multiemployer
Plan; (h) the receipt by the Borrower or any member of its ERISA Group of any notice concerning the imposition of Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected to be, in endangered status or critical status, within the
meaning of Section 432 of the Code or Section 305 of ERISA or is or is expected to be insolvent, within the meaning of Title IV of
ERISA; or (i) the failure of the Borrower or any member of its ERISA Group to make any required contribution to a Multiemployer
Plan.


 


“ERISA Group”
means each controlled group of corporations or trades or businesses (whether or not incorporated) under common control that is treated
as a single employer under Section 414(b) or (c) of the Code (or Section 414(m) or (o) of the Code for purposes of provisions related
to Section 412 of the Code) with the Borrower.


 


“Erroneous Payment” has the meaning set
forth in Section 11.08(a).


 


“Erroneous Payment
Deficiency Assignment” has the meaning set forth in Section 11.08(d).


 


“Erroneous Payment Impacted Class” has
the meaning set forth in Section 11.08(d).


 


“Erroneous Payment Return Deficiency”
has the meaning set forth in Section 11.08(d).


 








“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in
effect from time to time.


 


“Eurocurrency Liabilities”
is defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.


 


“Event of Default” has the meaning specified
in Section 6.01.


 


“Excess Concentration
Amount” means, at any time in respect of which any one or more of the Concentration Limitations are exceeded, the portion (calculated
by the Borrower or the Servicer without duplication in accordance with Section 1.04) of the Receivable Balance of each Collateral Receivable
that causes such Concentration Limitations to be exceeded.


 


“Exchange Act”
means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, all as from time to time in effect, or
any successor law, rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to be a reference
to any successor statutory or regulatory provision.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Secured Party or required to be withheld or deducted from a payment to
a Secured Party, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each
case, (i) imposed in the case of any Secured Party, by the jurisdiction (or any political subdivision thereof) under the laws of which
such Secured Party is organized or in which its principal office is located, or in the case of any Lender, in which its applicable lending
office is located, or (ii) that are Other Connection Taxes, (b) in the case of any Lender, any U.S. federal withholding taxes imposed
on amounts payable to or for the account of such Lender with respect to an applicable interest in an Obligation pursuant to a law in effect
on the date on which (i) such Lender acquires such interest in an Obligation or otherwise becomes a party to this Agreement (other than
pursuant to an assignment under Sections 2.09(b), 2.11(b) or 12.03(h)) or (ii) such Lender changes its lending office, except in each
case to the extent that, pursuant to Section 12.03, 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 Secured Party’s failure to comply with Section 12.03(g), and (d) any U.S. federal withholding Taxes under FATCA.


 






    -18-


     


    

 


“Exit Fee” has the meaning specified in
the Administrative Agent Fee Letter.


 


“Extended Term Receivable”
means a Receivable for which (a) the related Contract provides for the final scheduled installment payment to be made by the Obligor more
than 42 days after the origination thereof (including each Zero Down Receivable), (b) the Obligor is in compliance with the terms of such
Contract and (c) as of the origination date of such Receivable, such Obligor had previously had one or more Receivables outstanding, was
always in compliance with the terms of such Receivables and had completed all payments associated with at least 1 (one) Receivable.


 


“Facility Documents” means this
Agreement, the Administrative Agent Fee Letter, the Backup Servicing Agreement, the Borrower LLC Agreement, the Canadian Collection
Account Control Agreement, the Canadian Receivable Purchase Agreement, the Parent LLC Agreement, the Parent Pledge and Guaranty
Agreement, the Sponsor Indemnity Agreement, the Servicing Agreement, the U.S. Collection Account Control Agreement, the U.S.
Receivable Purchase Agreement, and any other agreements, documents, security agreements and other instruments entered into or
delivered by or on behalf of the Borrower, the Backup Servicer, the Canadian Collection Account Bank, the Canadian Seller, the
Parent, the Servicer, the Sponsor, the U.S. Collection Account Bank or the U.S. Seller, in connection with this Agreement or
pursuant to Section 5.01(c) to create, perfect or otherwise evidence the Administrative Agent’s security interest in the
Collateral.


 


“FATCA”
means Code Sections 1471 through 1474, 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 and any agreements
entered into pursuant to Section 1471(b) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to
any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.


 


“Federal Funds Rate”
means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for
such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received
by the Administrative Agent from three federal funds brokers of recognized standing selected by it; provided that, if at any time
a Lender is borrowing overnight funds from a Federal Reserve Bank that day, the Federal Funds Rate for such Lender for such day shall
be the average rate per annum at which such overnight borrowings are made on that day as promptly reported by such Lender to the Borrower
and the Administrative Agent in writing. Each determination of the Federal Funds Rate by a Lender pursuant to the foregoing proviso shall
be conclusive and binding except in the case of manifest error.


 


“FICO Score”
means, with respect to an Obligor of a Receivable, the credit score of the Obligor of a Receivable based on methodology developed by Fair
Isaac Corporation and used by a Seller or its agents to determine credit risk when underwriting such Receivable. For purposes of clarification,
the “FICO Score” of any Obligor shall mean the most recent FICO Score used to make a credit decision with respect to such
Obligor, by the Borrower or the applicable Seller, as the case may be.


 


“Final Maturity Date”
means the earliest of (a) June 12, 2023 (or such later date as may be agreed by the Borrower and each of the Lenders and notified in writing
to the Administrative Agent), (b) the date of the acceleration of the Advances pursuant to Section 6.02, or (c) the date on which all
Obligations shall have been paid in full (other than contingent indemnity obligations not yet due and owing).


 


“Floor” means 0.25%.








 






    -19-


     


    

 


“Fundamental Amendment”
means any amendment, modification, waiver or supplement of or to this Agreement that would (a) extend or increase the term of the commitments
(other than an increase in the commitment of a particular Lender or addition of a new Lender hereunder agreed to by the relevant Lender(s)
and the Administrative Agent pursuant to the terms of this Agreement) or change the Final Maturity Date, (b) extend the date fixed for
the payment of principal of or interest on any Advance or any fee hereunder, (c) reduce the amount of any such payment of principal, (d)
reduce the rate at which interest or premium is payable thereon or any fee is payable hereunder, (e) release any material portion of the
Collateral, except in connection with dispositions permitted hereunder, (f) alter, amend or waive the terms of Section 5.01(j), Section
5.01(k) (solely to the extent such alteration would reduce the amount of Collections to be deposited into the U.S. Collection Account
or the Canadian Collection Account (other than in connection with a Canadian Cash Transfer Event)), Section 5.01(l), Section 6.01 (provided,
however, that, notwithstanding anything to the contrary in Section 6.01 or the foregoing clause (b), the Administrative Agent and
the Required Lenders, in their sole discretion, may allow the Borrower to cure any Event of Default within no more than three (3) Business
Days after the occurrence of such Event of Default (including the lapse of any applicable grace period) and, if the Borrower cures such
Event of Default to the satisfaction of the Administrative Agent and the Required Lenders within such period of time, such Event of Default
shall be deemed waived by the Lenders; provided, further, that any extensions of such cure period shall require the prior written
consent of each Lender), Section 6.02, Section 6.03, Section 9.01, Section 12.01(b), Section 12.06 or Article XIII, (g) modify the definition
of the terms “Accelerated Amortization Event,” “Applicable Margin”, “Borrowing Base,” “Class
A Advance Rate,” “Class A Borrowing Base,” “Class A Borrowing Base Amount,” “Class A Interest,”
“Class A Maximum Advance Rate Test,” “Class A Maximum Available Amount,” “Class A Maximum Committed Advance
Rate Test,” “Class A Maximum Committed Available Amount,” “Class B Advance Rate”, “Class B Borrowing
Base,” “Class B Borrowing Base Amount,” “Class B Buyout Triggering Event,” “Class B Interest,”
“Class B Maximum Advance Rate Test,” “Class B Maximum Available Amount,” “Class B Maximum Committed Advance
Rate Test,” “Class B Maximum Committed Available Amount,” “Defaulted Collateral Receivable,” “Delinquent
Collateral Receivable,” “Fundamental Amendment,” “Interest Rate,” “Maximum Advance Rate Test,”
“Maximum Available Amount,” “Maximum Committed Advance Rate Test,” “Maximum Committed Available Amount,”
“Percentage” (provided, however, that an update to Schedule 1-A or Schedule 1-B, as applicable, in accordance with
such definition shall not be deemed to be a modification to such definition), “Principal Loss Ratio,” “Post-Default
Rate,” “Post-Reinvestment Period Rate,” “Required Lenders,” “Vintage Default Ratio” or modify
in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify
any provision hereof, (h) extend the Reinvestment Period, (i) release the Sponsor from its obligations under the Sponsor Indemnity Agreement,
(j) release the Parent from its obligations under the Parent Pledge and Guaranty Agreement, (k) terminate or remove a Seller’s obligations
to repurchase receivables pursuant to any Receivable Purchase Agreement, (l) change the currency required for payments of Obligations
under this Agreement or (m) alter the pro rata sharing of payments required hereunder.


 


“Funded Facility
Amount” means, on any day, the aggregate principal amount of Advances made on or prior to such day, reduced from time to time
by payments and distributions in respect of principal of such Advances.


 


“Funding Account” means a deposit account
directed by the Borrower to the Administrative Agent in writing (email is acceptable).


 


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


 


“Governmental Authority”
means any nation or government, any state, province or other political subdivision thereof, any agency, authority, instrumentality, regulatory
body, quasi-regulatory authority, administrative tribunal, central bank, public office, court, arbitration or mediation panel, or other
entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of government, including
the SEC, the stock exchanges, any federal, state, provincial, territorial, county, municipal or other government or governmental agency,
arbitrator, board, body, branch, bureau, commission, court, department, instrumentality, master, mediator, panel, referee, system or other
political unit or subdivision or other entity of any of the foregoing, whether domestic or foreign.


 


“Governmental Authorizations”
means all franchises, permits, licenses, approvals, consents and other authorizations of all Governmental Authorities.


 






    -20-


     


    

 


“Governmental Filings”
means all filings, including franchise and similar tax filings, and the payment of all fees, assessments, interests and penalties associated
with such filings with all Governmental Authorities. For the avoidance of doubt, “Governmental Filings” do not include filings
of financing statements under the UCC, the PPSA or comparable laws.


 


“Incremental Advance”
means a Class A Incremental Advance or a Class B Incremental Advance, as the context may require.


 


“Incremental Amount” means $125,000,000.


 


“Indemnified Party” has the meaning specified
in Section 12.04(b).


 


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


 


“Independent
Manager” means an individual who is natural person and who: (i) for the five-year period prior to such person’s
appointment as Independent Manager has not been, and during the continuation of such person’s service as Independent Manager
is not: (A) an employee, director, stockholder, member, manager, partner or officer of the Sponsor or any of its Affiliates (other
than such person’s service as an Independent Manager of or Special Member to the Parent or the Borrower); (B) a customer or
supplier of the Sponsor or any of its Affiliates (other than such person’s service as an Independent Manager of or Special
Member to the Parent or the Borrower); or (C) any member of the immediate family of a person described in the foregoing clause (A)
or (B); and (ii) has (A) prior experience as an Independent Manager for a corporation or limited liability company whose charter or
organizational documents required the unanimous consent of all Independent Managers thereof before such corporation or limited
liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition
seeking relief under any applicable federal or state law relating to bankruptcy; and (B) at least three years of employment
experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or
placement services (including providing independent managers or Managers) to issuers of securitization or structured finance
instruments, agreements or securities.


 


“Ineligible Collateral
Receivable” means, as of any date of determination, a Receivable that is not a Collateral Receivable.


 


“Information” has the meaning specified
in Section 13.03(b).


 


“Initial Class A Lender” means Goldman
Sachs Bank USA.


 


“Insolvency Event”
means with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises
in respect of such Person or any substantial part of its property in an involuntary case under the Bankruptcy Code or any other applicable
insolvency law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s
affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or (b) the commencement
by such Person of a voluntary case under the Bankruptcy Code or any other applicable insolvency law now or hereafter in effect, or the
consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to
the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors,
or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance
of any of the foregoing.


 


“Interest”
means, for each day during an Interest Accrual Period and each outstanding Advance on such day, the sum of the products (for each day
during such Interest Accrual Period) of:


 


IR x P x 1/D


 


where:


 


IR=the
Interest Rate for such Advance on such day;


 


 P = the principal amount of such Advance on such day; and




 


D= 360.


 






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“Interest Accrual Period” means,


 


(a)
with respect to each Advance (or portion thereof) (i) with respect to the initial Payment Date for such Advance (or portion thereof),
the period from and including the related Borrowing Date to, and including, the last day of the Collection Period ending immediately after
such Borrowing Date and (ii) with respect to any subsequent Payment Date for such Advance (or portion thereof), the applicable Collection
Period preceding such Payment Date; provided, that the final Interest Accrual Period for all outstanding Advances hereunder shall
end on and include the day prior to the payment in full of the Advances hereunder;


 


(b)
any Interest Accrual Period with respect to any Advance which would otherwise end on a day which is not a Business Day shall be extended
to the next succeeding Business Day; and


 


(c)
in the case of any Interest Accrual Period for any Advance which commences before an Unmatured Event of Default or an Event of Default
and would otherwise end on a date occurring after the occurrence of an Unmatured Event of Default or an Event of Default, the Administrative
Agent may, in its sole discretion, cause such Interest Accrual Period to end upon the occurrence of an Unmatured Event of Default or an
Event of Default and the duration of each Interest Accrual Period which commences on or after the occurrence of an Unmatured Event of
Default or an Event of Default shall be of such duration as selected by the Administrative Agent.


 


“Interest Rate” means, for any
Interest Accrual Period and for each Advance outstanding by a Lender for each day during such Interest Accrual Period:


 


(a)
prior to the Scheduled Reinvestment Period Termination Date, so long as no Accelerated Amortization Event or Event of Default (which has
not otherwise been waived by the Required Lenders pursuant to the terms hereof) has occurred and is continuing, and so long as no Benchmark
Disruption Event has occurred and is continuing, a rate equal to the Adjusted Benchmark Rate plus the Applicable Margin, and, in
the event that a Benchmark Disruption Event has occurred and is continuing, a rate equal to the Base Rate plus the Applicable Margin;
or


 


(b)   
on and after the Scheduled Reinvestment Period Termination Date, so long as no Accelerated Amortization Event or Event of Default (which
has not otherwise been waived by the Required Lenders pursuant to the terms hereof) has occurred and is continuing, the Interest Rate
shall be the Post-Reinvestment Period Rate plus the Applicable Margin; or


 


(c)
upon the occurrence and during the continuance of an Accelerated Amortization Event or an Event of Default (which has not otherwise been
waived by the Required Lenders pursuant to the terms hereof), the Interest Rate shall be the sum of the Adjusted Benchmark Rate or, if
a Benchmark Disruption Event has occurred, the Base Rate plus the Post-Default Rate plus the Applicable Margin.


 





“Investment Company
Act” means the Investment Company Act of 1940, and the rules and regulations promulgated thereunder, all as from time to time
in effect, or any successor law, rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to be
a reference to any successor statutory or regulatory provision.


 


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended
or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.


 


“JTV Receivable”
means a Collateral Receivable in respect of which JTV (Jewelry Television) is the related Merchant that is payable in five (5) equal,
interest-free installments over a period not to exceed four (4) months, with the first such payment made at the time such Receivable is
originated, unless such Receivable is a Rescheduled Receivable, in which case, such Receivable is payable in five (5) equal, interest-free
installments payable over a period not to exceed six (6) months, with the first such payment made at the time such Receivable is originated.


 


“Law” means
any action, code, consent decree, constitution, decree, directive, enactment, finding, guideline, law, injunction, interpretation, judgment,
order, ordinance, policy statement, proclamation, promulgation, regulation, requirement, rule, rule of law, rule of public policy, settlement
agreement, statute, or writ, of any Governmental Authority, or any particular section, part or provision thereof.


 






    -22-


     


    

 


“Lender”
means, (a) any Class A Lender and any Class B Lender, and (b) “Lenders” means, collectively, all of the foregoing lenders.


 


“LIBOR Determination
Date” means, with respect to any Interest Accrual Period, the day that is two (2) Business Days before the commencement of such
Interest Accrual Period.


 


“LIBOR Rate” means,
for any Payment Date and determined by the Administrative Agent on the LIBOR Determination Date with respect to any Interest Accrual
Period with respect to which interest is to be calculated by reference to the “LIBOR Rate”, the greater of (a) the Floor
and (b)  the Offered Rate. For the purposes hereof, the “Offered Rate” shall mean the offered rate for three-month
U.S. dollar deposits, as the applicable rate appears on Reuters Screen LIBOR03 Page as of 11:00 a.m. (London, England time) on such
date (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%); provided that if the applicable rate does
not appear on Reuters Screen LIBOR03 Page, the rate for such date will be based upon the offered rates of the reference banks
selected by Goldman Sachs Bank USA for U.S. dollar deposits as of 11:00 a.m. (London, England time) on such date. In such event, the
Administrative Agent will request the principal London office of each of at least three reference banks selected by the
Administrative Agent to provide a quotation of its rate. If on such date, two or more of such reference banks provide such offered
quotations, the Offered Rate shall be the arithmetic mean of all such offered quotations (rounded to the nearest whole multiple of
1/100 of 1%). In on such date, fewer than two of such reference banks provide such offered quotations, the Offered Rate shall be the
offered rate for three-month U.S. dollar deposits as determined on the immediately preceding day that such rate appeared on Reuters
Screen LIBOR03 Page.


 


“Lien” means
any mortgage, pledge, hypothecation, assignment, encumbrance, lien or security interest (statutory or other), or preference, priority
or other security agreement, charge or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other
title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing authorized
by the Borrower of any financing statement under the UCC or comparable law of any jurisdiction).


 


“Margin Stock” has the meaning specified
in Regulation U.


 


“Material Adverse
Effect” means, with respect to any Person, an action or an event that could have a material adverse effect on (a) the business,
assets, financial condition, operations, performance or properties of such Person, (b) the validity, enforceability or collectability
of this Agreement or any other Facility Document against such Person or the validity, enforceability or collectability of the Collateral
Receivables generally or any material portion of the Collateral Receivables, (c) the rights and remedies of the Administrative Agent,
the Lenders and the Secured Parties with respect to matters arising under this Agreement or any other Facility Document, (d) the ability
of such Person to perform its obligations under any Facility Document to which it is a party, or (e) the validity, perfection, priority
or enforceability of the Administrative Agent’s Lien on the Collateral.


 


“Material Modification”
means, with respect to any Receivable, any amendment, waiver, consent or modification of a Related Document with respect thereto executed
or effected after the date on which such Receivable was advanced or otherwise came into existence, that:


 


(a)
waives, extends or postpones any date fixed for any payment or mandatory prepayment on such Receivable; or


 


 (b) reduces or forgives any amount of such Receivable.




 


“Maximum Advance
Rate Test” means (a) prior to the making of a Class A Incremental Advance, the Class A Maximum Committed Advance Rate Test,
(b) on and after the making of a Class A Incremental Advance, the Class A Maximum Advance Rate Test, (c) prior to the making of a Class
B Incremental Advance, the Class B Maximum Committed Advance Rate Test, (d) on and after the making of a Class B Incremental Advance,
the Class B Maximum Advance Rate Test, or (e) any one or more of the foregoing as the context may require.


 


“Maximum Available Amount” means, at any
time, the lesser of:


 


 (a) the Program Limit; and




 


 (b) the Borrowing Base at such time.




 


For the avoidance of any doubt, on any Borrowing
Date the amount of any Borrowings hereunder against the Maximum Available Amount shall be subject to the satisfaction of the conditions
precedent set forth in Section 3.02(b).








 






    -23-


     


    

 


“Maximum Advance
Rate Test Calculation Statement” means a statement in substantially the form attached to the form of Notice of Borrowing, form
of Notice of Withdrawal and form of Notice of Prepayment attached hereto, as such form of Maximum Advance Rate Test Calculation Statement
may be modified by the Administrative Agent from time to time to the extent modifications to such form would, in the good faith opinion
of the Administrative Agent, improve the accuracy of the calculation of any Maximum Advance Rate Test, and any other calculations necessary
to satisfy the conditions precedent to each Borrowing required hereunder.


 


“Maximum Committed
Advance Rate Test” means a Class A Maximum Committed Advance Rate Test or a Class B Maximum Committed Advance Rate Test, as
the context requires.


 


“Maximum Committed Available Amount” means,
at any time, the lesser of:


 


 (a) the Committed Facility Amount; and




 


 (b) the Borrowing Base at such time.




 


For the avoidance of any doubt, on any Borrowing
Date the amount of any Borrowings hereunder against the Maximum Committed Available Amount shall be subject to the satisfaction of the
condition precedent set forth in Section 3.02(b).


 


“Measurement Date”
means (a) the Closing Date, (b) each Borrowing Date and (c) each Determination Date.


 


“Merchant”
means the provider, approved by the Sponsor in accordance with the Credit Guidelines, of goods and services to an Obligor that gives rise
to a Receivable.


 


“Merchant Discount
Rate” means, with respect to each Receivable, the rate a Merchant has agreed to pay for Sezzle services.


 


MLA” means the Military Lending Act, 10 U.S.C.
§ 987.


 


“Money” has the meaning specified in Section
1-201(b)(24) of the UCC.


 


“Moody’s” means Moody’s Investors
Service, Inc., together with its successors.


 


“Multiemployer Plan”
means an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA that is sponsored by the Borrower or a member
of its ERISA Group or to which the Borrower or a member of its ERISA Group is obligated to make contributions or has any liability.


 


“Notice of Borrowing” has the meaning
specified in Section 2.02.


 


“Notice of Prepayment” has the meaning
specified in Section 2.05.


 


“Notice of Withdrawal” has the meaning
specified in Section 9.02.








 






    -24-


     


    

 


“Obligations”
means all indebtedness, liabilities and obligations whether absolute, fixed or contingent, at any time or from time to time owing by the
Borrower to any Secured Party or any Affected Person under or in connection with this Agreement or any other Facility Document, including,
but not limited to, all amounts payable by the Borrower in respect of the Advances, with interest thereon, Prepayment Premium, Exit Fee,
Unused Fees and all other amounts payable hereunder.


 


“Obligor”
means, with respect to any Receivable, the individual primarily obligated to pay Collections in respect of such Receivable.


 


“OFAC” has the meaning specified in Section
4.01(f).


 


“Original Receivable
Balance” means, with respect to any Receivable, as of the date of disbursement, the outstanding amount of such Receivable.


 


“Other Connection
Taxes” means, with respect to any Secured Party, Taxes imposed as a result of a present or former connection between such Secured
Party and the jurisdiction imposing such Tax (other than a connection arising from such Secured Party 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 this Agreement or any other Facility Document, or sold or assigned an interest in the rights
under any Facility Document).


 


“Other Taxes” has the meaning specified
in Section 12.03(b).


 


“Parent”
means Sezzle Funding SPE II Parent, LLC, a Delaware limited liability company.


 


“Parent LLC Agreement”
means that certain Limited Liability Company Agreement of the Parent, dated as of the Closing Date, by and between the Sponsor, as sole
member, and Ricardo Orozco, as Independent Manager.


 


“Parent Pledge and
Guaranty Agreement” means that certain Pledge and Guaranty Agreement made by the Parent for the benefit of the Administrative
Agent, dated as of the Closing Date, and acknowledged by the Borrower.


 


“Participant” has the meaning specified
in Section 13.02(h).


 


“Participant Register” has the meaning
specified in Section 13.02(i).


 


“Past Due Collateral
Receivable” means any Collateral Receivable other than a Defaulted Collateral Receivable as to which all or any portion of any
scheduled installment payments are past due more than fifteen (15) days, but less than twenty-eight (28) days with respect to such Collateral
Receivable.


 


“PATRIOT Act” has the meaning specified
in Section 12.16.








 









    -25-


     


    

 


“Payment Date”
means, with respect to any Collection Period, the Thursday following the end of such Collection Period; provided that, if any such
day is not a Business Day, then such date shall be the next succeeding Business Day.


 


“Payment Recipient” has the meaning specified
in Section 11.08(a).


 


“PBGC”
means the Pension Benefit Guaranty Corporation, or any successor agency or entity performing substantially the same functions.


 



“Percentage”
means, (a) with respect to any Lender party hereto on the date hereof, the percentage set forth opposite such Lender’s name on Schedule
1-A hereto, or with respect to each particular class, Schedule 1-B hereto, as such amount is reduced by any Assignment and Acceptance
entered into by such Lender with an assignee or increased by any Assignment and Acceptance entered into by such Lender with an assignor
or as such amount is either reduced or increased pursuant to Section 12.01(b)(iii) or based on any Incremental Advance provided or not
provided by such Lender, or (b) with respect to a Lender that has become a party hereto pursuant to an Assignment and Acceptance, the
percentage set forth therein as such Lender’s Percentage, as such amount is reduced by an Assignment and Acceptance entered into
between such Lender and an assignee or increased by any Assignment and Acceptance entered into by such Lender with an assignor or as such
amount is either reduced or increased pursuant to Section 12.01(b)(iii) or based on any Incremental Advance provided or not provided by
such Lender.


 


“Permitted Holder”
means Charles Ghassan Youakim and Continental Investment Partners.


 


“Permitted Liens”
means: (a) Liens created in favor of the Administrative Agent hereunder or under the other Facility Documents for the benefit of the Secured
Parties; (b) Liens in favor of the Borrower pursuant to any Receivable Purchase Agreement, (c) Liens imposed by any Governmental Authority
for taxes, assessments or charges not yet delinquent or which are being contested in good faith and by appropriate proceedings if adequate
reserves with respect thereto are maintained on the books of the Borrower in accordance with GAAP; and (d) in connection with maintaining
deposit accounts established in accordance with this Agreement, bankers’ liens, rights of setoff and similar Liens granted to financial
institutions maintaining such accounts.


 


“Permitted
Sale” means, subject to compliance with Section 8.02, any sale by Borrower of (a) Receivables in connection with either
(i) the repurchase by a Seller of a Receivable if required pursuant to the applicable Receivable Purchase Agreement, or (ii) a
transfer of Receivables to a Securitization Vehicle in connection with a broadly marketed and distributed issuance of asset-backed
securities, (b) Ineligible Collateral Receivables or (c) Collateral Receivables with the prior written consent of the Administrative
Agent; provided, however, that no sale of any Receivables shall be a Permitted Sale if, immediately following such
sale, any applicable Maximum Advance Rate Test is no longer satisfied; provided further that no sale of Receivables shall be
a Permitted Sale if the Administrative Agent has provided notice within two (2)  Business Days of receipt of notice pursuant to
Section 8.02(a) of this Agreement, that such sale will, as reasonably determined by Administrative Agent, result in a materially
adverse selection of Receivables to remain in the Borrowing Base following such sale.


 






    -26-


     


    

 





“Person”
means an individual or a corporation (including a business trust), partnership, trust, incorporated or unincorporated association, joint
stock company, limited liability company, government (or an agency or political subdivision thereof) or other entity of any kind.


 


“Plan”
means an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum
funding standards under Section 412 of the Code that is sponsored by the Borrower or a member of its ERISA Group or to which the Borrower
or a member of its ERISA Group is obligated to make contributions or has any liability.


 


“Post-Default Rate”
means a rate per annum equal to (a) prior to the Scheduled Reinvestment Period Termination Date, 2.50% per annum, and (b) on and after
the Scheduled Reinvestment Period Termination Date, 3.50% per annum.


 


“Post-Reinvestment
Period Rate” means a rate per annum equal to the sum of (a) the Adjusted Benchmark Rate or, if a Benchmark Disruption Event
has occurred, the Base Rate plus (b) 1.00% per annum.


 


“PPSA”
means for any province or territory of Canada, the Personal Property Security Act in force in such province and territory.


 


“Prepayment Premium” has the meaning specified
in Section 2.06.


 


“Prime Rate”
means the rate announced by Goldman Sachs Bank USA from time to time as its prime rate in the United States of America, such rate to change
as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by Goldman Sachs Bank
USA in connection with extensions of credit to debtors. Goldman Sachs Bank USA may make commercial loans or other loans at rates of interest
at, above, or below the Prime Rate.


 


“Principal Loss Ratio”
means, on any date of determination, with respect to the Collection Period preceding such date of determination, the ratio (expressed
as a percentage) equal to (a) the Aggregate Receivable Balance of all Collateral Receivables that are Past Due Collateral Receivables
as of the last day of such Collection Period or would be Past Due Collateral Receivables if such Receivables were not sold or otherwise
disposed of by the Borrower during such Collection Period, divided by (b) the Aggregate Receivable Balance of all Collateral Receivables
that are Current Collateral Receivables as of the first day of such Collection Period; provided, however, that if the Aggregate
Receivable Balance of all Collateral Receivables as of the first day of such Collection Period is zero ($0), the Principal Loss Ratio
shall be zero for such Collection Period.


 


“Priority of Payments” has the meaning
specified in Section 9.01.


 


“Private Authorizations”
means all franchises, permits, licenses, approvals, consents and other authorizations of all Persons (other than Governmental Authorities).


 


“Proceeds”
has, with reference to any asset or property, the meaning assigned to it under the UCC or the PPSA, as applicable, in any event, shall
include, but not be limited to, any and all amounts from time to time paid or payable under or in connection with such asset or property.



 






    -27-


     


    

 


“Program Limit” means the Committed Facility
Amount plus the Incremental Amount.


 


“Prohibited Transaction”
means a transaction described in Section 406(a) of ERISA, that is not exempted by a statutory or administrative or individual exemption
pursuant to Section 408 of ERISA.


 


“Projections” has the meaning specified
in Section 13.03(b).


 


“Promotional Receivable”
means, (a) a Bass Pro Shops 5-month Receivable, a JTV Receivable or a Sportsman’s Guide Receivable or (b) a Collateral Receivable
in respect of a retailer specific promotional program or other test case Receivables with respect to which the Borrower has provided the
Administrative Agent with written notice (i) describing the related Merchant, Merchant Discount Rate, term and number of scheduled installments
(which installments shall be of equal amount and interest-free) related to such Receivable (including as a Rescheduled Receivable) and
(ii) confirming (and, if requested by the Administrative Agent, evidence thereof satisfactory to the Administrative Agent) that such Receivables
are originated in compliance with all regulatory requirements (including that regulatory disclosures substantially similar to those provided
to the Obligor of a Bass Pro Shops 5-month Receivable, a JTV Receivable or a Sportsman’s Guide Receivable, have been provided to
the Obligor related to such Receivable).


 


“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


“Purchase Confirmation”
means, an assignment delivered by the applicable Seller to the Borrower and the Administrative Agent, in the form attached to each Receivable
Purchase Agreement or such other form reasonably acceptable to the Administrative Agent.


 


“Purchase Date”
means, with respect to any Receivable, the date on which such Receivable was sold by a Seller to the Borrower under a Receivable Purchase
Agreement.


 


“QFC” has
the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


“QFC Credit Support” has the meaning specified
in Section 12.22.


 


“Qualified Institution”
means a depository institution or trust company organized under the laws of the United States of America or any one of the States thereof
or the District of Columbia (or any domestic branch of a foreign bank), (i)(A) that has either (1) a long-term unsecured debt rating of
“A” or better by S&P and “A2” or better by Moody’s or (2) a short-term unsecured debt rating or certificate
of deposit rating of “A-1” or better by S&P or “P-1” or better by Moody’s, (B) the parent corporation
of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s
or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1”
or better by Moody’s or (C) is otherwise acceptable to the Administrative Agent and (ii) the deposits of which are insured by the
Federal Deposit Insurance Corporation.




 






    -28-


     


    

 


“Receivable” means any amounts owed by
an Obligor under a Contract.


 


“Receivable Balance”
means, as of any date of determination, (a) with respect to a U.S. Receivable, the outstanding amount of such Receivable (in U.S. Dollars)
and (b) with respect to a Canadian Receivable, the outstanding amount of such Receivable (in Canadian Dollars) multiplied by the
CAD FX Rate.


 


“Receivable Schedule”
means a listing (which shall be in the form of an electronic data tape or other medium in each case reasonably acceptable to the Administrative
Agent) of all Receivables which are proposed to be sold to the Borrower on a Purchase Date (or in the case of a Quebec Purchased Receivable
(as defined in the Canadian Receivable Purchase Agreement) after the initial Purchase Date, each such Receivable originated after delivery
of the prior Receivable Schedule under the Canadian Receivable Purchase Agreement), together with the information listed on Schedule 7
to this Agreement and such other information that is reasonably requested by the Administrative Agent from time to time, as such listing
may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Agreement and the Receivable Purchase
Agreements.


 


“Receivable Purchase
Agreements” means the Canadian Receivable Purchase Agreement and the U.S. Receivable Purchase Agreement.


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBOR Rate, 11:00 a.m. (London time) on the
day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBOR Rate, the time determined
by the Administrative Agent in its reasonable discretion.


 


“Register” has the meaning specified in
Section 13.02(g).


 


“Regulation T,”
“Regulation U” and “Regulation X” mean Regulation T, U and X, respectively, of the Board of Governors
of the Federal Reserve System, as in effect from time to time.


 


“Regulatory Change” has the meaning specified
in Section 2.09(a).


 


“Regulatory Event”
means any one of the following events: a rule, order, decree, enactment, proclamation or publication of any guidance, guideline, interpretation,
injunction, directive, proclamation, promulgation, requirement, order, judgment, policy statement, law, regulation, rule, statute, writ
or finding by a Governmental Authority, in the context of an action, suit, proceeding, investigation, claim, allegation or otherwise that
would either (a) have a material adverse effect on the validity, enforceability or collectability (including by the assignee of such Collateral
Receivable) of any Collateral Receivable as reasonably determined by the Administrative Agent or (b) have a Material Adverse Effect on
the Borrower, the Parent, the Servicer, any Seller, the Sponsor or the Backup Servicer.


 


“Reinvestment Period”
means the period from and including the Closing Date to and including the earliest of (a) the Scheduled Reinvestment Period Termination
Date, (b) the occurrence of an Accelerated Amortization Event, and (c) the Final Maturity Date.








 






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“Related Documents”
means, with respect to any Receivable, the Contract, each document evidencing the payment of the relevant purchase price or other amounts
due to the Merchant by a Seller, each written invoice or other contract and all agreements or documents evidencing, governing, giving
rise or relating to such Receivable under which a sale of goods or services is made by the Merchant to an Obligor, any bill of sale or
assignment agreement delivered pursuant to a Receivable Purchase Agreement, as more fully described in each Receivable Purchase Agreement,
and which shall include, without limitation all amendments with respect to each such document and, within two (2) Business Days following
the request of the Administrative Agent, any endorsements or assignments thereof to the Administrative Agent or its transferees.


 


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


 


“Reporting Date” means the date that
is three (3) Business Days prior to each Payment Date.


 


“Requested Amount” has the meaning specified
in Section 2.02.


 


“Required Lenders” means, as of any date
of determination,


 


(a)   first,
if any Class A Advances are then outstanding, one or more Class A Lenders having Class A Advances in an amount greater than 50% of the
aggregate outstanding principal amount of all Class A Advances;


 


(b)  second, if
no Class A Advances are then outstanding, and the availability of the Class A Advances has not been terminated hereunder, one or more
Class A Lenders holding in the aggregate more than 50% of the aggregate Percentages of all Class A Lenders; or


 


(c)  third, if no Class A Advances
are then outstanding and the availability of the Class A Advances has been terminated hereunder,


 


(i)  
if any Class B Advances are then outstanding, one or more Class B Lenders having Class B Advances in an amount greater than 50% of the
aggregate outstanding principal amount of all Class B Advances; or


 


(ii)  
if no Class B Advances are then outstanding, one or more Class B Lenders holding in the aggregate more than 50% of the aggregate Percentages
of all Class B Lenders.


 


“Rescheduled Receivable”
means a Collateral Receivable under which the Obligor has rescheduled any installment payment thereunder in accordance with the terms
of the related Contract.


 


“Rescheduling Fee”
means a fee imposed by the Servicer to enable the Obligor to defer an installment payment.








 


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


 






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“Responsible Officer”
means (a) in the case of a corporation, partnership or limited liability company that, pursuant to its Constituent Documents, has officers,
any chief executive officer, chief financial officer, chief administrative officer, president, senior vice president, vice president,
treasurer, director or manager, and, in any case where two Responsible Officers are acting on behalf of such entity, the second such Responsible
Officer may be a secretary or assistant secretary, (b) in the case of a limited partnership, the Responsible Officer of the general partner,
acting on behalf of such general partner in its capacity as general partner, (c) in the case of a limited liability company, any Responsible
Officer of the sole member or managing member, acting on behalf of the sole member or managing member in its capacity as sole member or
managing member, (d) in the case of a trust, the Responsible Officer of the trustee or the administrator of the trust, acting on behalf
of such trust in its capacity as trustee, and (e) in the case of the Administrative Agent, an officer of the Administrative Agent responsible
for the administration of this Agreement.


 


“Restricted Payments”
means the declaration of any distribution or dividends or the payment of any other amount (including in respect of redemptions permitted
by the Constituent Documents of the Borrower) to any beneficiary or other equity investor in the Borrower on account of any Equity Interest
in respect of the Borrower, or the payment on account of, or the setting apart of assets for a sinking or other analogous fund for, or
the purchase or other acquisition of any Equity Interest in the Borrower or of any warrants, options or other rights to acquire the same
(or to make any “phantom stock” or other similar payments in the nature of distributions or dividends in respect of equity
to any Person), whether now or hereafter outstanding, either directly or indirectly, whether in cash, property (including marketable securities),
or any payment or setting apart of assets for the redemption, withdrawal, retirement, acquisition, cancellation or termination of any
Equity Interest in respect of the Borrower.


 


“S&P” means S&P Global Ratings.


 


“Sanctioned Country”
means, at any time, a country or territory that is, or whose government is, the subject or target of any Sanctions, including a country
subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx,
or as otherwise published from time to time.


 


“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department
of State, the United Nations Security Council, the European Union or any EU member state, including the “Specially Designated Nationals
and Blocked Persons” maintained by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx,
or as otherwise published from time to time (b) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled
by a Sanctioned Country or (iii) any Person located, organized or resident in a Sanctioned Country or (c) any Person controlled by any
such Person.











 






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“Sanctions”
means economic or financial sanctions or trade embargoes administered or enforced from time to time by (a) the U.S. government, including
those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s
Treasury of the United Kingdom.


 


“Sanctions Laws”
means, collectively, (a) the rules and regulations regarding the blocking of assets and the prohibition of transactions involving Persons
or countries designated by OFAC or the U.S. Department of State; and (b) any other Applicable Laws relating to economic or financial sanctions
or trade embargoes imposed, administered or enforced from time to time.



 


“Scheduled Reinvestment
Period Termination Date” means February 10, 2023 or such later date as may be agreed by the Borrower and each of the Lenders
in writing and notified in writing to the Administrative Agent.


 


“SCRA” means the Servicemembers Civil
Relief Act, 50 U.S.C. §§ 3901-4043.


 


“SEC” means
the Securities and Exchange Commission or any other Governmental Authority of the United States of America at the time administrating
the Securities Act, the Investment Company Act or the Exchange Act.


 


“Secured Parties”
means the Administrative Agent, the Lenders, any Affected Person and each Indemnified Party and their respective permitted successors
and assigns.


 


“Securities Act”
means the Securities Act of 1933, and the rules and regulations promulgated thereunder, all as from time to time in effect, or any successor
law, rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to be a reference to any successor
statutory or regulatory provision.


 


“Securitization Vehicle”
means a special purpose bankruptcy remote entity formed for the purpose of directly or indirectly purchasing Receivables from the Borrower
and issuing debt in the capital markets secured by such Receivables.


 


“Sellers” means, the Canadian Seller and
the U.S. Seller.


 


“Servicer”
means Sezzle, in its capacity as servicer under the Servicing Agreement or any Backup Servicer under the Backup Servicing Agreement.


 


“Servicer Event of
Default” means (a) a “Servicer Event of Default” as such term is defined in the Servicing Agreement or (b) a Regulatory
Event that causes a Material Adverse Effect on the Servicer.


 


“Servicer Fee”
means, for each Collection Period, a fee payable to the Servicer in arrears on each Payment Date (in accordance with the Priority of Payments)
in an amount equal to the amount provided for in the Servicing Agreement.


 






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“Servicing Agreement” means (a) the
Servicing Agreement, dated as of the Closing Date, by and among the Borrower, the Servicer and the Administrative Agent or (b) any
servicing agreement among the Borrower, the Administrative Agent and the Backup Servicer, as successor servicer, or a successor
servicer that is approved in writing by the Administrative Agent.


 


“Servicing Guide”
means the servicing guide or program requirements of the Servicer attached as Schedule 6, which may be amended, modified or supplemented
by the Servicer from time to time in accordance with the Section 5.02(j).


 


“Sezzle” means Sezzle Inc., a Delaware
corporation.


 


“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 at approximately 8:00 a.m. (New York City time) 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.


 


“Solvent” means, with respect to any
Person, that as of the date of determination, both (a) (i)  the sum of such Person’s debt (including contingent
liabilities) does not exceed the present fair saleable value of such Person’s present assets; (ii) such Person’s capital
is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in any of its financial
projections; and (iii) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that
it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such Person
is “solvent” within the meaning given that term and similar terms under the Bankruptcy Code, Section 271 of the Debtor
and Creditor Law of the State of New York or other Applicable Laws relating to fraudulent transfers and conveyances. For purposes of
this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the
facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured
liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting
Standards No. 5).


 


“Sponsor” means Sezzle.


 


“Sponsor Indemnity
Agreement” means the Limited Guaranty and Indemnity Agreement by the Sponsor, as limited guarantor, for the benefit of the Administrative
Agent, dated as of the Closing Date.


 


“Sponsor Indemnity
Event of Default” has the meaning assigned to “Limited Guaranty Event of Default” in the Sponsor Indemnity Agreement.








 






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“Sportsman’s
Guide Receivable” means a Collateral Receivable in respect of which Sportsman’s Guide, Inc. is the related Merchant that
is payable in four (4) equal, interest-free installments over a period not to exceed three (3) months, with the first such payment made
at the time such Receivable is originated, unless such Receivable is a Rescheduled Receivable, in which case, such Receivable is payable
in four (4) equal, interest-free installments payable over a period not to exceed five (5) months, with the first such payment made at
the time such Receivable is originated.


 


“Subject Laws” has the meaning specified
in Section 4.01(f).


 


“Supported QFC” has the meaning specified
in Section 12.22.


 


“Syndication” has the meaning specified
in Section 13.02(a).


 


“Taxes”
means all present or future taxes, levies, imposts, deductions, withholdings (including backup withholding), assessments, fees or other
charges imposed by any Governmental Authority, and all liabilities (including penalties, additions, interest and expenses) with respect
thereto.


 


“Term SOFR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has
been selected or recommended by the Relevant Governmental Body.


 


“Termination Date”
means the last day of the Reinvestment Period or, if the Reinvestment Period has been reinstated, the last day of such reinstated Reinvestment
Period; provided that, if the Termination Date would otherwise not be a Business Day, then the Termination Date shall be the immediately
succeeding Business Day.


 


“Transaction Value”
means, with respect to each Collateral Receivable, as of the applicable origination date of such Collateral Receivable, the aggregate
amount of all installments owed by the relevant Obligor, including any initial payment made by the Obligor on such origination date and
any Receivable Balance owed by such Obligor thereafter with respect to such Collateral Receivable.


 


“UCC” means
the Uniform Commercial Code, as from time to time in effect in the State of New York; provided that if, by reason of any mandatory
provisions of law, the perfection, the effect of perfection or non-perfection or priority of the security interests granted to the Administrative
Agent pursuant to this Agreement are governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States of America
other than the State of New York, then “UCC” means the Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of such perfection, effect of perfection or non-perfection or priority.


 


“UK Financial
Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time)
promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as
amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain affiliates of such credit institutions or investment firms.


 






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“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


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


 


“Unmatured Event
of Default” means any event which, with the passage of time, the giving of notice, or both, would constitute an Event of Default.


 


“Unused Fees” means the Class A Unused
Fees and the Class B Unused Fees.


 


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


 


“U.S. Collection
Account” means the account established at the U.S. Collection Account Bank in the name of the Borrower, which account has been
designated as the U.S. Collection Account and which shall at all times be the subject of a U.S. Account Control Agreement.


 


“U.S. Collection
Account Bank” means (a) First Premier Bank, a South Dakota banking corporation or (b) another Qualified Institution reasonably
acceptable to the Administrative Agent.


 


“U.S. Collection
Account Control Agreement” means each agreement in form reasonably acceptable to the Administrative Agent among the Borrower,
the Administrative Agent and the U.S. Collection Account Bank establishing “control” within the meaning of the UCC over the
U.S. Collection Account or such other account as may be applicable from time to time.


 


“U.S. Collection
Account Maintenance Amount” means, (a) $25,000 or (b) such lesser amount as may be agreed upon by the Borrower, the U.S. Collection
Account Bank and the Administrative Agent in writing from time to time as the minimum balance to be maintained in the U.S. Collection
Account.


 


“U.S. Collection
Account Required Amount” means, as of any date of determination, the greater of (a) an aggregate amount equal to 1.00% of the
highest Funded Facility Amount as of any day elapsed during the two Collection Periods preceding such date and (b) the U.S. Collection
Account Maintenance Amount.


 


“U.S. Dollars” and “$”
mean lawful money of the United States of America.


 


“U.S. Receivable”
means each Receivable sold to the Borrower by the U.S. Seller pursuant to the terms and subject to the conditions set forth in the U.S.
Receivable Purchase Agreement.


 


“U.S.
Receivable Purchase Agreement” means (a) the U.S. Receivable Purchase Agreement, dated as of the Closing Date, by
and among the U.S. Seller and the Borrower, in form and substance acceptable to the Administrative Agent or (b) such other
receivable purchase agreement among the U.S. Seller and the Borrower, that is in form and substance satisfactory to the
Administrative Agent.


 






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“U.S. Seller” means Sezzle.


 


“U.S. Special Resolution Regimes” has
the meaning specified in Section 12.22.


 


“U.S. Tax Compliance Certificate” has
the meaning specified in Section 12.03(g).




 


“Vintage”
means each full calendar month during which Receivables have been originated by a Seller.


 


“Vintage Collections” means all Collections
in respect of any Vintage Receivable.


 


“Vintage Default
Ratio” means, as of any date of determination, with respect to each Vintage, the ratio (expressed as a percentage) equal to
(a) the Vintage Receivables Balance of all Vintage Receivables that became Defaulted Collateral Receivables at any time following the
origination of such Vintage Receivables minus the aggregate amount of Vintage Collections received by a Seller or the Borrower
at any time following the origination of such Vintage Receivables, divided by (b) the Vintage Total Transaction Value of
all Vintage Receivables originated during such Vintage.


 


“Vintage Receivable”
means each Receivable originated by a Seller in the ordinary course of business in accordance with the Credit Guidelines during each Vintage.


 


“Vintage Receivables
Balance” means, with respect to each Vintage, the sum of the Vintage Total Transaction Values of all the Vintage Receivables
originated by a Seller during such Vintage.


 


“Vintage Total Transaction
Value” means, with respect to each Vintage Receivable, as of the applicable origination date of such Vintage Receivable, the
aggregate amount of all installments owed by the relevant Obligor, including any initial payment made by the Obligor on such origination
date and any Receivable Balance owed by such Obligor thereafter with respect to such Collateral Receivable.


 


“Weekly Report” has the meaning specified
in Section 5.01(g).


 


“Weighted Average
FICO Score” means, as of any date of determination with respect to all Collateral Receivables for which a FICO Score has been
obtained around the time the Receivable was originated, the ratio (expressed as a number) obtained by summing the products obtained by
multiplying:


 





	 	The FICO Score of the related Obligor as of the Credit Approval
Date	X
	The principal balance of such Collateral Receivable as of
such date of determination



 






    -36-


     


    

 


and dividing such sum by the Receivable
Balance of all Collateral Receivables as of such date of determination for which a FICO Score has been obtained around the time the
Receivable was originated.


 


“Weighted Average
Merchant Discount Rate” means, as of any date of determination with respect to all Collateral Receivables, the ratio (expressed
as a percentage) obtained by summing the products obtained by multiplying:


 


	 	The Merchant Discount Rate	X	The
principal balance of such Collateral Receivable as of such date of determination



 


and dividing such sum by the Receivable Balance
of all Collateral Receivables as of such date of determination.


 


“Withdrawal Date” has the meaning specified
in Section 9.02.


 


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withdrawal Principal
Loss Ratio” means, on any date of determination, with respect to the two-week period ending on such date of determination, the
ratio (expressed as a percentage) equal to (a) the Aggregate Receivable Balance of all Collateral Receivables that are Past Due Collateral
Receivables as of the last day of such period or would be Past Due Collateral Receivables if such Receivables were not sold or otherwise
disposed of by the Borrower during such period, divided by (b) the Aggregate Receivable Balance of all Collateral Receivables that
are Current Collateral Receivables as of the first day of such period; provided, however, that if the Aggregate Receivable Balance
of all Collateral Receivables as of the first day of such period is zero ($0), the Withdrawal Principal Loss Ratio shall be zero for such
period.


 


“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


 


“Zero Down Receivable”
means a Collateral Receivable for which the related Contract provides for the final scheduled installment to be made by the Obligor
56 days after the origination thereof.



 






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Section 1.02. Rules of Construction. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires (a) singular words shall connote the plural as well as the singular, and
vice versa (except as indicated), as may be appropriate, and “or” is not exclusive, (b) the words “herein,” “hereof”
and “hereunder” and other words of similar import used in this Agreement refer to this Agreement as a whole and not to any
particular article, schedule, section, paragraph, clause, exhibit or other subdivision, (c) the headings, subheadings and table of contents
set forth in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they
affect the meaning, construction or effect of any provision hereof, (d) references in this Agreement to “include” or “including”
shall mean include or including, as applicable, without limiting the generality of any description preceding such term, and for purposes
hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of
specific matters, to matters similar to those specifically mentioned, (e) each of the parties to this Agreement and its counsel have
reviewed and revised, or requested revisions to, this Agreement, and the rule of construction that any ambiguities are to be resolved
against the drafting party shall be inapplicable in the construction and interpretation of this Agreement, (f) any definition of or reference
to any Facility Document, 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), (g) any reference herein to any Person shall be construed to include such
Person’s successors and assigns (subject to any restrictions set forth herein or in any other applicable agreement), (h) any reference
to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time and (i)
each reference to time without further specification shall mean New York City Time.


 


Section 1.03. Computation
of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later
specified date, the word “from” means “from and including” and the words “to” and “until”
both mean “to but excluding.” Periods of days referred to in this Agreement shall be counted in calendar days unless Business
Days are expressly prescribed.


 


Section 1.04. Collateral
Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to any
payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral Receivables, and with
respect to the income that can be earned on any other amounts that may be received for deposit in the Canadian Collection Account or the
U.S. Collection Account, as applicable, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section
1.04 shall be applicable to any determination or calculation that is covered by this Agreement, whether or not reference is specifically
made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.


 


(a)
References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving
effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which
such calculation is made.


 






    -38-


     


    

 








(b)
For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration
Limitations, Delinquent Collateral Receivables, Defaulted Collateral Receivables and Ineligible Collateral Receivables shall be deemed
to have a Receivable Balance equal to zero.


 


(c)
For purposes of calculating compliance with any Concentration Limitation based on the “weighted average”, “weighted
average” shall mean, as of any date of determination with respect to all Collateral Receivables, the ratio (expressed as a number)
obtained by summing the products of (a) (i) the FICO Score of the related Obligor as reported at the time such Collateral Receivable was
made, or (ii) the original term to maturity of such Receivable, as applicable, times (b) the Receivable Balance of such Collateral
Receivable, and (c) dividing such sum by the Aggregate Receivable Balance of all Collateral Receivables as of such date of determination.


 


(d)
Determinations of the Collateral Receivables, or portions thereof, that constitute Excess Concentration Amounts will be determined in
the way that produces the lowest Borrowing Base at the time of determination, it being understood that a Collateral Receivable (or portion
thereof) that falls into more than one such category of Collateral Receivables will be deemed, solely for purposes of such determinations,
to fall only into the category that produces the lowest such Borrowing Base at such time (without duplication).


 


(e)
For the purposes of calculating compliance with each of the Concentration Limitations, all calculations will be rounded to the nearest
0.01%, with 0.005% rounded upwards.


 


(f)
Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in U.S.
Dollars (giving effect to the CAD FX Rate, if applicable). For purposes of this Agreement, calculations with respect to all amounts received
or required to be paid in a currency other than U.S. Dollars or Canadian Dollars shall be valued at zero.


 


(g)
References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Receivable include
references to the Borrower’s acquisition of such Collateral Receivable by way of a sale from a Seller under a Receivable Purchase
Agreement.


 


Section 1.05. Divisions.
For all purposes under the Facility Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first
date of its existence by the holders of its equity interests at such time.


 






    -39-


     


    

 


Article
II


 


Advances


 


Section
2.01. Revolving Credit Facility. (a) On the terms and subject to the conditions herein set forth, including Article III, (i) each
Class A Lender severally agrees to make loans to Borrower (each, a “Class A Committed Advance”) from time to time
on any Business Day during the period from the Closing Date until but excluding the Termination Date, on a pro rata basis in each
case based on and limited to the Percentage applicable to such Class A Lender and, as to all Class A Lenders, in an amount that would
not cause the aggregate principal balance of the Class A Committed Advances to exceed the Class A Maximum Committed Available Amount
as then in effect, and (ii) each Class B Lender severally agrees to make loans to Borrower (each, a “Class B Committed Advance”
and, together with any Class A Committed Advance, a “Committed Advance”) from time to time on any Business Day
during the period from the Closing Date until but excluding the Termination Date, on a pro rata basis in each case based on and
limited to the Percentage applicable to such Class B Lender and, as to all Class B Lenders, in an amount that would not cause the aggregate
principal balance of the Class B Committed Advances to exceed the Class B Maximum Committed Available Amount as then in effect; provided,
however, that, in each case, except with respect to the initial Class A Committed Advance and initial Class B Committed Advance hereunder,
the aggregate principal amount of any such Committed Advance shall not, by itself or when combined with the principal amounts of all
Committed Advances made by the Lenders to the Borrower during the thirty (30) days immediately preceding the proposed Borrowing Date
for such Class A Committed Advance or Class B Committed Advance, as applicable, exceed 50% of the Committed Facility Amount. No Lender
shall make any Committed Advance or portion thereof if it would cause the aggregate outstanding principal amount of the Committed Advances
to exceed the Maximum Committed Available Amount as then in effect.


 


(b) Incremental
Advances. If the aggregate outstanding principal balance of the Class A Committed Advances is in excess of the Class A Committed
Facility Amount on the relevant Borrowing Date, on the terms and subject to the conditions hereinafter set forth, including Article III,
each Class A Lender severally may agree, in its sole and absolute discretion, to make incremental loans to the Borrower (each, a “Class
A Incremental Advance”, and together with the Class A Committed Advances, each a “Class A Advance”) from
time to time on any Business Day during the period from the Closing Date until but excluding the Termination Date, on a pro rata
basis in each case based on and limited to the Percentage applicable to such Class A Lender and, as to all Class A Lenders, in an aggregate
principal amount up to but not exceeding the Class A Maximum Available Amount as then in effect.


 


If
the aggregate outstanding principal balance of the Class B Committed Advances is in excess of the Class B Committed Facility Amount on
the relevant Borrowing Date, on the terms and subject to the conditions hereinafter set forth, including Article III, each Class B Lender
severally may agree, in its sole and absolute discretion, to make incremental loans to the Borrower (each, a “Class B Incremental
Advance”, and together with the Class B Committed Advances, each a “Class B Advance”, and together with
the Class A Advances, each an “Advance”) from time to time on any Business Day during the period from the Closing
Date until but excluding the Termination Date, on a pro rata basis in each case based on and limited to the Percentage applicable
to such Class B Lender and, as to all Class B Lenders, in an aggregate principal amount up to but not exceeding the Class B Maximum Available
Amount as then in effect.


 




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No
Lender shall make any Advance or portion thereof if it would cause the aggregate outstanding principal amount of the Advances to exceed
the Maximum Available Amount as then in effect.


 


(c) Each
such borrowing under this Section 2.01 of an Advance on any single day is referred to herein as a “Borrowing.” Within
such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this
Section 2.01 and prepay Advances under Section 2.05.


 


Section
2.02. Making of the Advances. (a) Subject to the terms and conditions of Section 2.01, if the Borrower desires to request a
Borrowing under this Agreement, the Borrower shall give the Administrative Agent a written notice (each, a “Notice of
Borrowing”) for such Borrowing (which notice shall be irrevocable and effective upon receipt) not later than 1:00 p.m. at
least two (2) Business Days prior to the day of the requested Borrowing. A Notice of Borrowing received after 1:00 p.m.
shall be deemed received on the following Business Day.


 


Promptly
following receipt of a Notice of Borrowing in accordance with this Section 2.02, the Administrative Agent shall advise each applicable
Lender of the details thereof and of the amounts of such Lender’s Advance requested to be made as part of the requested Borrowing.
Each Notice of Borrowing shall be substantially in the form of Exhibit A-1 hereto, dated the date the request for the related Borrowing
is being made, signed by a Responsible Officer of the Borrower, shall attach a Maximum Advance Rate Test Calculation Statement and shall
otherwise be appropriately completed. The proposed Borrowing Date specified in each Notice of Borrowing shall be a Business Day falling
prior to the Termination Date, and the amount of the Borrowing requested in such Notice of Borrowing (the “Requested Amount”)
shall be equal to at least $250,000 (or, less, if agreed to by the Administrative Agent and the Lenders in their sole and absolute discretion).


 


Unless
otherwise permitted by the Administrative Agent and each of the Lenders in their sole and absolute discretion, there shall be no more
than one (1) Borrowing Date per calendar week.


 


(b) Funding
by Lenders. Subject to the terms and conditions herein, each Lender providing an Advance shall make its Percentage (as such Percentage
may be reduced or increased from time to time in accordance with the terms hereof) of the applicable Requested Amount on each Borrowing
Date (x) by wire shall transfer of immediately available funds by 11:00 a.m. on such Borrowing Date to the Administrative Agent pursuant
to wiring instructions provided by the Administrative Agent and the Administrative Agent will hold and pay such funds to the Borrower
by wire transfer of immediately available funds by 2:00 p.m. on such Borrowing Date to the Funding Account, on behalf of the Lenders
or (y) if requested in writing (email is acceptable) by the Administrative Agent, by wire transfer of immediately available funds by
2:00 p.m. on such Borrowing Date directly to the Funding Account pursuant to wiring instructions provided by the Administrative Agent.


 




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(c) Presumption
by the Administrative Agent. The Administrative Agent may not assume that a Lender has made or will make its Percentage of any applicable
Requested Amount and shall not be obligated to make available to the Borrower a corresponding amount unless the Administrative Agent
has received from all Lenders the funds corresponding to their relevant Percentages with respect to the applicable Requested Amount.


 


Section
2.03. Evidence of Indebtedness.


 


(a) Maintenance
of Records by Lenders. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of the Borrower to it and resulting from the Advances made by such Lender to the Borrower, from time to time, including the amounts of
principal and interest thereon and paid to it, from time to time hereunder; provided, however, that in case of a conflict
between the records of the Administrative Agent and those of such Lender, the records of the Administrative Agent shall prevail absent
manifest error.


 


(b) Maintenance
of Records by Administrative Agent. The Administrative Agent shall maintain records in which it shall record (i) the amount of each
Advance made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to
each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and
each Lender’s share thereof. Notwithstanding anything to the contrary herein, the Administrative Agent shall be responsible for
calculating and confirming any and all amounts due, interest, compliance with financial covenants, eligibility criteria and each other
trigger or rate hereunder and under the other Facility Documents and each such calculation and confirmation shall be conclusive and binding
for all purposes, absent manifest error.


 


(c) Effect
of Entries. The entries made in the records maintained pursuant to paragraph (a) or (b) of this Section shall be
prima facie evidence, absent obvious error, of the existence and amounts of the obligations recorded therein; provided that
the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect
the obligation of the Borrower to repay the Advances and other Obligations hereunder in accordance with the terms of this
Agreement.


 


Section
2.04. Payment of Principal, Interest and Certain Fees. The Borrower shall pay principal and Interest on the Advances as follows:


 


(a) 100%
of the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be due and payable
on the Final Maturity Date.


 


(b) Class
A Interest shall accrue on the unpaid principal amount of each Class A Advance from the date of such Class A Advance until such principal
amount is paid in full and Class B Interest shall accrue on the unpaid principal amount of each Class B Advance from the date of such
Class B Advance until such principal amount is paid in full.


 




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(c)
Accrued Class A Interest on each Class A Advance or accrued Class B Interest on each Class B Advance, as applicable, shall be due and
payable in arrears (x) on each Payment Date, and (y) in connection with any prepayment pursuant to Section 2.05(a); provided that
(i) with respect to any prepayment in full of the Advances outstanding, accrued Interest on such amount to but excluding the date of
prepayment may be payable on such date or as otherwise agreed to between the Lenders and the Borrower and (ii) with respect to any partial
prepayment of the Advances outstanding, accrued Interest on such amount to but excluding the date of prepayment shall be payable following
such prepayment on the applicable Payment Date in accordance with the Priority of Payments for the Collection Period in which such prepayment
occurred.


 


(d) Subject
to clause (e) below, the obligation of the Borrower to pay the Obligations, including, but not limited to, the obligation of the Borrower
to pay the Lenders the outstanding principal amount of the Advances, accrued Interest thereon, to pay the Lenders the Prepayment Premium,
Exit Fees and Unused Fees, and to pay any other fees as set forth hereunder and in the Administrative Agent Fee Letter, shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof (including Section 2.14 and Article IX)
and thereof, under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or
any other Person may have or have had against any Secured Party or any other Person (other than a defense that payment was made).


 


(e) As
a condition to the payment of Interest on any Advance, Class A Interest on any Class A Advance or Class B Interest on any Class B Advance,
as applicable, and principal of any Advance, any Prepayment Premium, any Exit Fee, any Unused Fees and any other amounts due pursuant
to the Facility Documents without the imposition of withholding tax, the Borrower or the Administrative Agent may require certification
acceptable to it to enable the Borrower and the Administrative Agent to determine their duties and liabilities with respect to any taxes
or other charges that they may be required to deduct or withhold from payments in respect of such Advance under any present or future
law or regulation of the United States of America and any other applicable jurisdiction, or any present or future law or regulation of
any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law
or regulation.


 


(f) Unused
Fees shall accrue from the Closing Date until the Termination Date and shall be payable by the Borrower to the Lenders in arrears on
each Payment Date for the immediately preceding Collection Period in accordance with the Priority of Payments.


 




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Section
2.05. Prepayment of Advances.


 


(a) Optional
Prepayments. On any date on or after the Closing Date, Borrower may, from time to time on any Business Day, subject to payment
of the Prepayment Premium or Exit Fee (if any) as set forth in Section 2.06, voluntarily prepay any outstanding Advances in whole or
in part, together with all amounts due pursuant to Sections 2.04(c) and 2.10; provided that the Borrower shall have delivered
to the Administrative Agent written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form
of Exhibit B hereto by no later than 1:00 p.m. at least two (2) Business Days prior to the day of such prepayment. Any Notice of Prepayment
received by the Administrative Agent after 1:00 p.m. shall be deemed received on the next Business Day. Upon receipt of such Notice of
Prepayment, the Administrative Agent shall promptly, but in any event, no later than 1:00 p.m. at least one (1) Business Day prior to
the date of such prepayment, notify each Lender. Each such Notice of Prepayment shall be irrevocable and effective upon the date received
and shall be dated the date such notice is given, signed by a Responsible Officer of the Borrower and otherwise appropriately completed.
Each prepayment of any Advance by the Borrower pursuant to this Section 2.05(a) shall in each case be in a principal amount of at least
$500,000 or, if less, the entire outstanding principal amount of the Advances of the Borrower. If a Notice of Prepayment is given by
the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the
date specified therein (including, but not limited to, any Prepayment Premium or Exit Fee). The Borrower shall make the payment amount
specified in such notice by wire transfer of immediately available funds by 11:00 a.m. on the date of prepayment to the account of the
Administrative Agent, which will hold the funds on behalf of the Lenders. To the extent payment was made to the Administrative Agent,
the Administrative Agent promptly will make such payment amount specified in such notice available to each Lender in the amount of each
Lender’s Percentage of the payment amount by wire transfer to such Lender’s account. Any funds for purposes of a voluntary
prepayment received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. For the avoidance
of any doubt, the Borrower may only provide a Notice of Prepayment to prepay Advances that are outstanding on the date such Notice of
Prepayment is delivered and may not provide a Notice of Prepayment to prepay any future Advances.


 


(b) Additional
Prepayment Provisions. Each prepayment pursuant to this Section 2.05 shall be subject to Sections 2.04(c) and 2.10 and applied to
the Advances in accordance with the relevant Lenders’ respective Percentages.


 


(c) Interest
on Prepaid Advances. The Borrower shall pay all accrued and unpaid Interest on the Advances that are prepaid on the date of such
prepayment.


 


Section
2.06. Prepayment Premium and Exit Fee.


 


(a) If
the Borrower terminates this Agreement or otherwise voluntarily prepays all or any portion of the outstanding principal balance of any
Advances prior to the Scheduled Reinvestment Period Termination Date, the Borrower shall pay, to the Administrative Agent, for the pro
rata benefit and account of each Lender, in immediately available funds, a non-refundable prepayment fee equal to the product of (i)
the outstanding principal amount of the Advances being prepaid as of the date of such prepayment, (ii) the Applicable Margin corresponding
to the applicable Advances being prepaid plus the Post-Default Rate (if applicable), and (iii) a fraction (expressed as a percentage)
having a numerator equal to the number of days from and including the date of such prepayment to the Scheduled Reinvestment Period Termination
Date and a denominator equal to 360 (collectively, the “Prepayment Premiums”); provided, however, that no such
Prepayment Premium shall be payable in connection with any prepayment made (A) to satisfy any breach of a Maximum Advance Rate Test,
(B) with respect to any payments required pursuant to Section 9.01 of the Agreement or (C) in connection with a Permitted Sale to a Securitization
Vehicle in connection with a broadly marketed and distributed issuance of asset-backed securities (but the Exit Fee shall be due and
payable in the case of this clause (C)).


 


(b) For
the avoidance of doubt, any applicable Prepayment Premium shall be due and payable at any time the Advances become due and payable prior
to the Scheduled Reinvestment Period Termination Date, whether due to acceleration pursuant to the terms of the Agreement (in which case
it shall be due immediately), by operation of law or otherwise (including, without limitation, on account of the commencement of an Insolvency
Event), and whether such acceleration occurs prior to, upon or subsequent to the commencement of an Insolvency Event. In view of the
impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lenders or profits lost by the Lenders as
a result of acceleration or prepayment, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost
profits or damages of the Lenders, the Prepayment Premiums constitute liquidated damages which shall be due and payable upon such date.
The Borrower hereby waives any defense to payment other than payment on performance, whether such defense may be based in public policy,
ambiguity, or otherwise. The Borrower and the Lenders acknowledge and agree that any Prepayment Premium due and payable hereunder shall
not constitute unmatured interest, whether under Section 502(b)(3) of the Bankruptcy Code or otherwise. The Borrower further acknowledges
and agrees, and waives any argument to the contrary, that payment of such amount does not constitute a penalty or an otherwise unenforceable
or invalid obligation.


 






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(c) If
the Borrower terminates this Agreement or otherwise voluntarily prepays all or any portion of the outstanding principal balance of any
Advances in connection with a Permitted Sale to a Securitization Vehicle in connection with a broadly marketed and distributed issuance
of asset-backed securities, the Borrower shall pay the Exit Fee in accordance with the terms and provisions set forth in the Administrative
Agent Fee Letter.


 


(d) Any
amount payable under this Section 2.06 that is not paid when due shall bear interest at the rate set forth under clause (c) of “Interest
Rate” from the date such amount is due until the date paid, in accordance with this Section 2.06.


 


Section
2.07. Maximum Lawful Rate. It is the intention of the parties hereto that the Interest on the Advances shall not exceed the maximum
rate permissible under Applicable Law. Accordingly, anything herein to the contrary notwithstanding, in the event any Interest is charged
to, collected from or received from or on behalf of the Borrower by the Lenders pursuant hereto or thereto in excess of such maximum
lawful rate, then the excess of such payment over that maximum shall be applied first to the payment of amounts then due and owing by
the Borrower to the Secured Parties under this Agreement (other than in respect of principal of and interest on the Advances) and then
to the reduction of the outstanding principal amount of the Advances of the Borrower.


 


Section
2.08. Several Obligations. The failure of any Lender to make any Advance to be made by it on the date specified therefor or make
payments pursuant to Section 11.04 shall not relieve any other Lender of its obligation to make its Advance on such date or make such
payments, the Administrative Agent shall not be responsible for the failure of any Lender to make any Advance or make such payments,
and no Lender shall be responsible for the failure of any other Lender to make an Advance to be made by such other Lender or to make
such payments under Section 11.04.


 




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Section
2.09. Increased Costs. (a) If (i) the introduction of or any change in or in the interpretation, application or implementation of
any Applicable Law or GAAP or other applicable accounting policy after the date hereof, or (ii) the compliance with any guideline or
change in the interpretation, application or implementation of any guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law) after the date hereof, (a “Regulatory Change”):


 


(A) shall
impose, modify or deem applicable any reserve (including any reserve imposed by the Board of Governors of the Federal Reserve System,
but excluding any reserve included in the determination of interest on the Advances), special deposit or similar requirement against
assets of any Affected Person, deposits or obligations with or for the account of any Affected Person or with or for the account of any
Affiliate (or entity deemed by the Federal Reserve Board to be an Affiliate) of any Affected Person, or credit extended by any Affected
Person;


 


(B) shall
change the amount of capital maintained or required or requested or directed to be maintained by any Affected Person;


 


(C) shall
subject any Affected Person 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 loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto;


 


(D) shall
impose any other condition (other than Taxes) affecting any Advance owned or funded in whole or in part by any Affected Person, or its
obligations or rights, if any, to make Advances or to provide funding therefor;


 


(E) shall
change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) assesses, deposit insurance
premiums or similar charges; or


 


(F) shall
cause an internal capital or liquidity charge or other imputed cost to be assessed upon any Affected Person which, in the sole
discretion of such Affected Person, is allocable to the Borrower or to the transactions contemplated by this Agreement; 


 


and
the result of any of the foregoing is or would be


 


(x) to
increase the cost to or to impose a cost on an Affected Person funding or making or maintaining any Advance, or


 


(y) to
reduce the amount of any sum received or receivable by an Affected Person under this Agreement, or


 




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(z) in
the sole determination of such Affected Person, to reduce the rate of return on the capital of an Affected Person as a consequence of
its obligations hereunder, then within thirty (30) days after demand by such Affected Person (which demand shall be accompanied by a
statement setting forth in reasonable detail the basis of such demand), the Borrower shall pay directly to such Affected Person such
additional amount or amounts as will compensate such Affected Person for such additional or increased cost or such reduction. For the
avoidance of doubt, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd Frank Act”); (ii) the
revised Basel Accord prepared by the Basel Committee on Banking Supervision as set out in the publication entitled “Basel II: International
Convergence of Capital Measurements and Capital Standards: A Revised Framework,” as updated from time to time (“Basel
II”); (iii) the publication entitled “Basel III: A global regulatory framework for more resilient banks and banking systems,”
as updated from time to time (“Basel III”), including any publications addressing the liquidity coverage ratio (“LCR”)
or the supplementary leverage ratio (“SLR”); or (iv) any implementing laws, rules, regulations, guidance, interpretations
or directives from any Governmental Authority relating to the Dodd Frank Act, Basel II or Basel III (whether or not having the force
of law), and in each case all rules and regulations promulgated thereunder or issued in connection therewith shall be deemed to have
been introduced after the Closing Date, thereby constituting a Regulatory Change hereunder with respect to the Affected Persons as of
the Closing Date, regardless of the date enacted, adopted or issued, and such additional amounts which are sufficient to compensate such
Affected Person for such increase in capital or liquidity or reduced return in accordance with the Priority of Payments. The Borrower
acknowledges that this Section 2.09 permits the Affected Person to institute measures in anticipation of a Regulatory Change (including
the imposition of internal charges on the Affected Person’s interests or obligations under this Agreement), and allows the Affected
Person to commence allocating charges to or seeking compensation from the Borrower under this Section 2.09 in connection with such measures
(such amounts being referred to as “Early Adoption Increased Costs”), in advance of the effective date of such Regulatory
Change, and the Borrower agrees to pay such Early Adoption Increased Costs to the Affected Person following demand therefor without regard
to whether such effective date has occurred. If any Affected Person becomes entitled to claim any additional amounts pursuant to this
Section 2.09, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has
become so entitled. A certificate setting forth in reasonable detail such amounts submitted to the Borrower by an Affected Person shall
be conclusive and binding for all purposes, absent manifest error.


 


(b) Upon
the occurrence of any event giving rise to the Borrower’s obligation to pay additional amounts to a Lender pursuant to clause (a)
of this Section 2.09, such Lender will (i) use reasonable efforts (subject to overall policy considerations of such Lender) to designate
a different lending office if such designation would reduce or obviate the obligations of the Borrower to make future payments of such
additional amounts; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed
cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence
of the event giving rise to the operation of any such provision or (ii) take such other measures as such Lender may deem reasonable,
if as a result thereof the circumstances which would cause such Lender to be an Affected Person would cease to exist or the additional
amounts which would otherwise be required to be paid to such Lender pursuant to this Section 2.09 would be materially reduced and if,
as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Advances through such other
office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Advances or the interests
of such Lender.


 


(c) Failure
or delay on the part of an Affected Person to demand compensation pursuant to this Section shall not constitute a waiver of such Affected
Person’s right to demand such compensation.


 




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Section
2.10. Compensation; Breakage Payments. The Borrower agrees to compensate each Affected Person from time to time, on the Payment Dates,
following such Affected Person’s written request (which request shall set forth the basis for requesting such amounts), in accordance
with the Priority of Payments for all reasonable losses, expenses and liabilities (including any interest paid by such Affected Person
to lenders of funds borrowed to make or carry an Advance and any loss sustained by such Affected Person in connection with the re-employment
of such funds but excluding loss of anticipated profits), which such Affected Person may sustain: (i) if for any reason (including any
failure of a condition precedent set forth in Article III but excluding a default by the applicable Lender) a Borrowing of any Advance
by the Borrower does not occur on the Borrowing Date specified therefor in the applicable Notice of Borrowing delivered by the Borrower,
(ii) if any payment, prepayment or conversion of any of the Borrower’s Advances occurs on a date that is not the last day of the
relevant Interest Accrual Period, or (iii) as a consequence of any other default by the Borrower to repay its Advances when required
by the terms of this Agreement. A certificate as to any amounts payable pursuant to this Section 2.10 submitted to the Borrower by any
Lender (with a copy to the Administrative Agent and accompanied by a reasonably detailed calculation of such amounts and a description
of the basis for requesting such amounts) shall be conclusive in the absence of manifest error.


 


Section
2.11. Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Benchmark
Disruption Event, then the affected Lender shall promptly notify the Administrative Agent and the Borrower thereof, and such Lender’s
obligation to make or maintain Advances hereunder based on the Adjusted Benchmark Rate shall be suspended until such time as such Lender
may again make and maintain Advances based on the Adjusted Benchmark Rate and the Advances of each Interest Accrual Period in which such
Person owns an interest shall either (1) if such Lender may lawfully continue to maintain such Advances at the Adjusted Benchmark Rate
until the last day of the applicable Interest Accrual Period, be reallocated on the last day of such Interest Accrual Period to another
Interest Accrual Period in respect of which the Advances allocated thereto accrues interest determined other than with respect to the
Adjusted Benchmark Rate or (2) if such Lender shall determine that it may not lawfully continue to maintain such Advances at the Adjusted
Benchmark Rate until the end of the applicable Interest Accrual Period, such Lender’s share of the Advances allocated to such Interest
Accrual Period shall be deemed to accrue interest at the Base Rate from the effective date of such notice until the end of such Interest
Accrual Period.


 




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(b) Upon
the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the Adjusted
Benchmark Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall
policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make
and maintain Advances based on the Adjusted Benchmark Rate; provided that such designation is made on such terms that such Lender
and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender),
with the object of avoiding future consequence of the event giving rise to the operation of any such provision.


 


(c) If,
prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative
Agent determines that for any reason adequate and reasonable means do not exist for determining the Benchmark for the applicable Advances,
or (ii) the Required Lenders determine and notify the Administrative Agent that the Adjusted Benchmark Rate with respect to such Advances
does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify
the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on the Adjusted Benchmark
Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.


 


Section
2.12. Effect of Benchmark Transition Event.


 


(a) Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document, if a Benchmark Transition Event or
an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect
of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2)
of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace
such Benchmark for all purposes hereunder and under any Facility Document in respect of such Benchmark setting and subsequent Benchmark
settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document
and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any
Facility Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of
such Benchmark Replacement is provided to the Borrower by the Administrative Agent without any amendment to, or further action or consent
of any other party to, this Agreement or any other Facility Document so long as the Administrative Agent has not received, by such time,
written notice of objection to such Benchmark Replacement from the Borrower.


 


(b) Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have
the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or
in any other Facility Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without
any further action or consent of any other party to this Agreement or any other Facility Document.


 




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(c) Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower of (i) any occurrence of a
Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation
of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement
of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period.
Any determination, decision or election that may be made by the Administrative Agent pursuant to this Section 2.12, including any determination
with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its
sole discretion and without consent from any other party to this Agreement or any other Facility Document, except, in each case, as expressly
required pursuant to this Section 2.12.


 


(d) Unavailability
of Tenor of Term SOFR. Notwithstanding anything to the contrary herein or in any other Facility Document, at any time (including
in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR
or LIBOR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such
rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the
administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark
is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Accrual Period”
for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was
removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including
a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for
a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Accrual Period”
for all Benchmark settings at or after such time to reinstate such previously removed tenor.


 


Section
2.13. Rescission or Return of Payment. The Borrower agrees that, if at any time (including after the occurrence of the Final Maturity
Date) all or any part of any payment theretofore made by it to any Secured Party or any designee of a Secured Party is or must be rescinded
or returned for any reason whatsoever (including the insolvency, bankruptcy or reorganization of the Borrower or any of its Affiliates),
the obligation of the Borrower to make such payment to such Secured Party shall, for the purposes of this Agreement, to the extent that
such payment is or must be rescinded or returned, be deemed to have continued in existence and this Agreement shall continue to be effective
or be reinstated, as the case maybe, as to such obligations, all as though such payment had not been made.


 


Section
2.14. Post-Default Interest or Post-Reinvestment Period Interest. The Borrower shall pay interest on all Obligations that are not
paid when due for the period from the due date thereof until the date the same is paid in full at the rate set forth under clause (c)
of “Interest Rate”. Interest payable at the Post-Default Rate or the Post-Reinvestment Period Rate shall be payable on each
Payment Date in accordance with the Priority of Payments.


 




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Section
2.15. Payments Generally. (a) All amounts owing and payable to any Secured Party, any Affected Person or any Indemnified Party,
in respect of the Advances and other Obligations, including the principal thereof, interest, fees, indemnities, expenses or other
amounts payable under this Agreement or any other Facility Document, shall be paid by the Borrower to the Administrative Agent for
the account of the applicable recipient in U.S. Dollars, in immediately available funds, in accordance with the Priority of
Payments, and all without counterclaim, setoff, deduction, defense, abatement, suspension or deferment. The Administrative Agent and
each Lender shall provide wire instructions to the Borrower and the Administrative Agent. Payments must be received by the
Administrative Agent for the account of the Lenders on or prior to 3:00 p.m. on a Business Day; provided that, payments
received by the Administrative Agent after 3:00 p.m. on a Business Day will be deemed to have been paid on the next following
Business Day. To the extent payment was made to the Administrative Agent, the Administrative Agent promptly will make such payment
amount available to each Lender on a pro rata basis based on the amount due and owed to each Lender at such time by wire
transfer to such Lender’s account.


 


(b) Except
as otherwise expressly provided herein, all computations of interest, fees and other Obligations shall be made on the basis of a year
of 360 days for the actual number of days elapsed. In computing interest on any Advance, the date of the making of the Advance shall
be included and the date of payment shall be excluded; provided that, if an Advance is repaid on the same day on which it is made,
one day’s Interest shall be paid on such Advance. All computations made by the Administrative Agent under this Agreement shall
be conclusive absent manifest error.


 


Article
III


 


Conditions
Precedent


 


Section
3.01. Conditions Precedent to this Agreement. This Agreement shall become effective once the Administrative Agent shall have received,
prior to or concurrently with the making the initial Advance hereunder, the following, each in form and substance reasonably satisfactory
to the Administrative Agent and the Required Lenders:


 


(a) each
of the Facility Documents (other than the Backup Servicing Agreement), duly executed and delivered by the parties thereto, which shall
each be in full force and effect;


 


(b) true
and complete copies of the Constituent Documents of the Borrower, the Parent, the Servicer, each Seller and the Sponsor as in effect
on the Closing Date;


 


(c) true
and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and
Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement;


 


(d) a
certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or
other action required under its Constituent Documents to approve the entering into by the Borrower of this Agreement and the other
Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties
set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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) (except for representations and
warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects), (iv) that
no Unmatured Event of Default, Event of Default or Accelerated Amortization Event has occurred and is continuing, and (v) as to the
incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a
party;


 




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(e) a
certificate of a Responsible Officer of the Parent certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other
action required under its Constituent Documents to approve the Facility Documents to which it is a party and the transactions contemplated
thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct
in all material respects as of the Closing 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) (except
for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all
respects), (iv) that no default under the Parent Pledge and Guaranty Agreement has occurred and is continuing and (v) as to the incumbency
and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;


 


(f) a
certificate of a Responsible Officer of the Sponsor certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other
action required under its Constituent Documents to approve the Facility Documents to which it is a party and the transactions contemplated
thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct
in all material respects as of the Closing 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) (except
for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all
respects), (iv) that no Sponsor Indemnity Event of Default or Servicer Event of Default has occurred and is continuing and (v) as to
the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is
a party;


 


(f) a
certificate of a Responsible Officer of the Canadian Seller certifying (i) as to its Constituent Documents, (ii) as to its resolutions
or other action required under its Constituent Documents to approve the Facility Documents to which it is a party and the transactions
contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true
and correct in all material respects as of the Closing 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) (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be
true and correct in all respects), and (iv) as to the incumbency and specimen signature of each of its Responsible Officers authorized
to execute the Facility Documents to which it is a party;


 




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(g) proper
financing statements, duly filed under the UCC or the PPSA, as applicable, in all jurisdictions that the Administrative Agent deems necessary
or desirable in order to perfect the Liens on the Collateral contemplated by this Agreement and each Receivable Purchase Agreement;


 


(h) copies
of proper financing statements, financing change statements or discharges, if any, necessary to release all security interests and other
rights of any Person in the Collateral previously granted by the Borrower or any Seller;


 


(i) legal
opinions (addressed to each of the Secured Parties) of Maslon LLP and Carter Ledyard & Milburn LLP, counsel to the Borrower, the
Parent, the Servicer, the Sponsor and the U.S. Seller, and Blake, Cassels & Graydon LLP, counsel to the Canadian Seller, covering
such matters as the Administrative Agent and its counsel shall reasonably request, including but not limited to enforceability, authority,
no conflicts, Investment Company Act, substantive consolidation, true sale matters, UCC and PPSA matters and an opinion to the effect
that the Borrower is not a “covered fund” for purposes of the Volcker Rule;


 


(j) evidence
reasonably satisfactory to it that the Canadian Collection Account and the U.S. Collection Account shall have been established;


 


(k) evidence
that (x) all fees to be received by the Administrative Agent and each Lender on or prior to the Closing Date pursuant to the Administrative
Agent Fee Letter or otherwise have been received; and (y) the accrued reasonable and documented fees and expenses of Chapman and Cutler
LLP and McCarthy Tétrault LLP, each as counsel to the Administrative Agent, in connection with the transactions contemplated hereby,
shall have been paid by the Borrower;


 


(l) good
standing certificates (or the federal or local law equivalent) with respect to each of the jurisdictions where the Borrower, the Parent,
the Sponsor, the Servicer and each Seller are organized or chartered;


 


(m) evidence
reasonably satisfactory to the Administrative Agent and each Lender that all due diligence and credit approval processes required to
be completed prior to the Closing Date have been completed (including a duly executed Beneficial Ownership Certification); and


 


(n) such
other opinions, instruments, certificates and documents as the Administrative Agent or any Lender shall have reasonably requested.


 




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Section
3.02. Conditions Precedent to Each Borrowing. Each Advance to be made hereunder (including the initial Class A Advance and the initial
Class B Advance), if any, on each Borrowing Date shall be subject to the fulfillment of the following conditions:


 


(a) the
Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Maximum Advance Rate Test
Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;


 


(b) immediately
after the making of such Advance on the applicable Borrowing Date, (i) the aggregate outstanding principal balance of the Committed Advances
or Advances, as applicable, shall be less than or equal to the Maximum Committed Available Amount or the Maximum Available Amount, respectively,
at such time, (ii) the aggregate outstanding principal balance of the Class A Committed Advances or the Class A Advances, as applicable,
shall be less than or equal to the Class A Maximum Committed Available Amount and the Class A Maximum Available Amount, respectively,
at such time and (iii) the aggregate outstanding principal balance of the Class B Committed Advances or the Class B Advances, as applicable,
shall be less than or equal to the Class B Maximum Committed Available Amount and the Class B Maximum Available Amount, respectively,
at such time; in each case, as demonstrated in the calculations attached to the applicable Notice of Borrowing;


 


(c) each
of the representations and warranties of the Borrower contained in this Agreement shall be true and correct in all material respects
(except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct)
as of such Borrowing 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);


 


(d) no
Unmatured Event of Default or Event of Default or Accelerated Amortization Event shall have occurred and be continuing at the time of
the making of such Advance or shall result upon the making of such Advance;


 


(e) the
Borrower shall have delivered, or caused to have been delivered, in accordance with the time and manner specified in the Backup Servicing
Agreement, to the Backup Servicer and the Administrative Agent, the Receivable Schedule and each document or item (whether or not electronic)
comprising a Related Document with respect to the Receivables being pledged hereunder;


 


(f) all
terms and conditions of the applicable Receivable Purchase Agreement required to be satisfied in connection with the assignment of each
Receivable being pledged hereunder on such Borrowing Date (and the Receivable and Related Documents related thereto), including the perfection
of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including UCC and PPSA filings) required
to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Administrative
Agent, for the benefit of the Secured Parties, a first priority perfected security interest in all of the Borrower’s right, title
and interest in the related Receivables all payments from related Obligors, the Related Documents and all rights of the Borrower under
the applicable Receivable Purchase Agreement, excluding any Collateral in which a security interest cannot be perfected under the UCC
or the PPSA, as applicable, shall have been made, taken or performed;


 




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(g) the
Borrower shall have taken all steps necessary under all Applicable Law in order to cause to exist in favor of the Administrative Agent,
for the benefit of the Secured Parties, a valid, subsisting and enforceable first priority perfected security interest in the Borrower’s
right, title and interest in the Collateral related to each Receivable being pledged hereunder on such Borrowing Date, including receipt
by the Administrative Agent of evidence reasonably satisfactory to the Administrative Agent that all Liens (except for Permitted Liens)
have been released on such Collateral;


 


(h) the
Borrower shall have delivered to the Administrative Agent a fully executed copy of the Purchase Confirmation relating to the Collateral
Receivables in connection with such Borrowing; and


 


(i) the
Administrative Agent shall have received satisfactory evidence that the Seller has received such amounts of the purchase price in excess
of the requested Advance in respect of the Receivables to be acquired by the Borrower on such Borrowing Date.


 


Article
IV


 


Representations
AND Warranties


 


Section
4.01. Representations and Warranties of the Borrower. The Borrower represents and warrants to each of the Secured Parties on and
as of each Measurement Date (and, in respect of clause (i) below, each date such information is provided by or on behalf of it), as follows:


 


(a) Due
Organization. The Borrower is a limited liability company duly organized and validly existing under the laws of the State of Delaware,
with full power and authority to own and operate its assets and properties, conduct the business in which it is now engaged and to execute
and deliver and perform its obligations under this Agreement and the other Facility Documents to which it is a party.


 


(b) Due
Qualification and Good Standing. The Borrower is in good standing in the State of Delaware. The Borrower is duly qualified to do
business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business, assets and
properties, including the performance of its obligations under this Agreement, the other Facility Documents to which it is a party and
its Constituent Documents, requires such qualification.


 


(c) Due
Authorization; Execution and Delivery; Legal, Valid and Binding; Enforceability. The execution and delivery by the Borrower
of, and the performance of its obligations under the Facility Documents to which it is a party and the other instruments, certificates
and agreements contemplated thereby are within its powers and have been duly authorized by all requisite action by it and have been duly
executed and delivered by it and constitute its legal, valid and binding obligations enforceable against it in accordance with their
respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors’ rights generally or general principles of equity (to the extent not related to inequitable conduct of
the Borrower), regardless of whether considered in a proceeding in equity or at law.


 




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(d) Non-Contravention.
None of the execution and delivery by the Borrower of this Agreement or the other Facility Documents to which it is a party, the Borrowings
or the pledge of the Collateral hereunder, the consummation of the transactions herein or therein contemplated, or compliance by it with
the terms, conditions and provisions hereof or thereof, will (i) conflict with, or result in a breach or violation of, or constitute
(with or without notice of lapse of time or both) a default under its Constituent Documents, (ii) conflict with or contravene (A) any
Applicable Law in any material respect, (B) any indenture, agreement or other contractual restriction binding on or affecting it or any
of its assets, including any Related Documents, or (C) any order, writ, judgment, award, injunction or decree binding on or affecting
it or any of its assets or properties or (iii) result in a breach or violation of, or constitute a default under, or permit the acceleration
of any obligation or liability in, or but for any requirement of the giving of notice or the passage of time (or both) would constitute
such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any contractual obligation or any
agreement or document to which it is a party or by which it or any of its assets are bound (or to which any such obligation, agreement
or document relates). Without limiting any restrictions or other covenants hereunder, the Borrower is not in default under any such indenture,
agreement or other contractual restriction binding on or affecting it or any of its assets, including any Related Document, with respect
to which such default, either individually or in the aggregate with other defaults, would reasonably be expected to have a Material Adverse
Effect on the Borrower. The Borrower is not subject to any proceeding, action, litigation or investigation pending, or to the knowledge
of the such Person, overtly threatened in writing against or affecting it or its assets, before any Governmental Authority (y) seeking
to prevent the consummation or performance of any of the transactions contemplated by this Agreement and the other Facility Documents
or (z) that could result in a Material Adverse Effect on the Borrower.


 


(e) Governmental
Authorizations; Private Authorizations; Governmental Filings. The Borrower has obtained or applied for, maintained and kept in full
force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business
and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a
party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the
performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization,
Private Authorization or Governmental Filing which has not been obtained, applied for or made, is required to be obtained or made by
it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower
under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this
Agreement and the other Facility Documents to which it is a party.


 




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(f) Compliance
with Agreements, Laws, Etc. The Borrower has duly observed and complied (i) with all Applicable Laws relating to the conduct of its
business and its assets, including, without limitation, all lending, servicing and debt collection laws applicable to the Collateral
Receivables and its activities contemplated by the Facility Documents, (ii) in all material respects with its Constituent Document, (iii)
with any judgment, decree, writ, injunction, order, award or other action of any Governmental Authority having or asserting jurisdiction
over it or any of its properties, unless a failure to do so could not result in a Material Adverse Effect on the Borrower and (iv) with
the terms and provisions of this Agreement and each other Facility Document to which it is a party. The Borrower has preserved and kept
in full force and effect its legal existence, rights, privileges, qualifications and franchises. Without limiting the foregoing, (x)
to the extent applicable, the Borrower is in compliance in all material respects with the regulations and rules promulgated by the U.S.
Department of Treasury or administered by the U.S. Office of Foreign Asset Controls (“OFAC”), including U.S. Executive
Order No. 13224, and other related statutes, laws and regulations (collectively, the “Subject Laws”), (y) the Borrower
has adopted internal controls and procedures designed to ensure its continued compliance with the applicable provisions of the Subject
Laws and to the extent applicable, will adopt procedures consistent with the PATRIOT Act and implementing regulations, and (z) to the
knowledge of the Borrower (based on the implementation of its internal procedures and controls), no direct investor in the Borrower is
a Person whose name appears on the “List of Specially Designated Nationals” and “Blocked Persons” maintained
by the OFAC. Without limiting the foregoing, the Sponsor (i) has implemented reasonable policies and procedures for (A) obtaining a consumer’s
preauthorization for recurring payments and (B) is otherwise complying with EFTA, in each case, whenever a consumer uses a debit card,
(ii) has developed a written compliance management system and supporting documentation, including: (A) a written compliance training
program; (B) a written compliance monitoring policy and a compliance audit function; (C) a written consumer complaint resolution policy
and associated implementation documentation such as complaint log templates; and (D) specific compliance policies regarding those federal
consumer financial and federal financial regulatory requirements applicable to the Sponsor’s activities, including, without limitation
tracking of consumer bankruptcies; and (iii) has implemented a change management policy for key documents to ensure consistency among
practices, policies and disclosures.


 


(g) Location
and Legal Name. The Borrower’s chief executive office and principal place of business is located in the State of Minnesota,
Hennepin County and the Borrower maintains its books and records in the State of Minnesota, Hennepin County. The Borrower’s registered
office and the jurisdiction of organization of the Borrower is the jurisdiction referred to in Section 4.01(a). The Borrower’s
tax identification number is 85-4339159. The Borrower has not changed its name, changed its corporate structure, changed its jurisdiction
of organization, changed its chief place of business/chief executive office or used any name other than its exact legal name at any time
during the past five years.


 




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(h) Investment
Company Act; Volcker Rule. The Borrower is not required to register as an “investment company” or a company controlled
by an “investment company” within the meaning of the Investment Company Act. The Borrower is not a “covered fund”
under Section 619 of the Dodd Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”). In determining
that the Borrower is not a covered fund, the Borrower is entitled to the benefit of the exemption provided under Section 3(c)(5) of the
Investment Company Act, though other exemptions may be available.


 


(i) Information
and Reports. Each Notice of Borrowing, each Weekly Report and each Biweekly Report and all other written information, reports, certificates
and statements (other than projections and forward-looking statements) furnished by the Borrower or the Servicer to any Secured Party
for purposes of or in connection with this Agreement, the other Facility Documents or the transactions contemplated hereby or thereby
are true, complete and correct in all material respects as of the date such information is stated or certified and the Borrower and the
Servicer do not omit any material fact necessary in order to make the statements contained herein and therein not misleading. All projections
and forward-looking statements furnished by or on behalf of the Borrower were prepared reasonably and in good faith as the date stated
herein or as of which they were provided.


 


(j) ERISA.
Neither the Borrower nor any member of the ERISA Group has, or during the past six years has had, any liability or obligation with respect
to any Plan or Multiemployer Plan (including any actual liability on account of a member of the ERISA Group).


 


(k) Taxes.
The Borrower has filed all income tax returns and all other material tax returns which are required to be filed by it, if any, and has
paid all taxes, assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets otherwise
due and payable, except for any taxes which are being contested in good faith by appropriate proceedings and with respect thereto adequate
reserves have been established in accordance with GAAP.


 


(l) Tax
Status. For U.S. federal income tax purposes (i) the Borrower is classified as a “disregarded entity” for U.S. federal
income tax purposes, (ii) neither the Borrower nor any record or beneficial owner of the Borrower has made an election under U.S. Treasury
Regulation Section 301.7701-3 for the Borrower to be classified as an association taxable as a corporation and the Borrower is not otherwise
treated as an association taxable as a corporation and (iii) the Borrower is owned by a single “United States person” as
defined by Section 7701(a)(30) of the Code.


 




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(m) Collections.
The conditions and requirements set forth in Section 5.01(k) have been satisfied from and after the Closing Date. The Borrower has
caused, or has directed the Servicer to cause, the Obligor of each Canadian Receivable to pay all Collections thereon directly to
the Canadian Collection Account and the Obligor of each U.S. Receivable to pay all Collections thereon directly to the U.S.
Collection Account. The correct name and address of the Canadian Collection Account Bank and the U.S. Collection Account Bank,
together with the account number of the Canadian Collection Account and the U.S. Collection Account are listed on Schedule 4 hereto.
The Borrower has no other deposit or securities accounts other than the ones listed on Schedule 4 and subject to Liens in favor of
the Secured Parties (other than the Funding Account). The Borrower has not assigned or granted an interest in any rights it may have
in the Canadian Collection Account or the U.S. Collection Account to any Person other than the Administrative Agent pursuant to the
terms hereof. No Person, other than as contemplated by and subject to this Agreement, has been granted dominion and control of the
Canadian Collection Account or the U.S. Collection Account, or the right to take dominion and control of the Canadian Collection
Account or the U.S. Collection Account at a future time or upon the occurrence of a future event.


 


(n) Plan
Assets. The assets of the Borrower are not, and shall not be, treated as “plan assets” for purposes of Section 3(42)
of ERISA and the Collateral is not deemed to be “plan assets” for purposes of Section 3(42) of ERISA. The Borrower has not
taken, or omitted to take, and shall not take or omit to take, any action which would reasonably be expected to result in any of the
Collateral being treated as “plan assets” for purposes of Section 3(42) of ERISA or the occurrence of any Prohibited Transaction
in connection with the transactions contemplated hereunder.


 


(o) Solvency.
After giving effect to each Advance hereunder, and the disbursement of the proceeds of such Advance, the Borrower, the Parent and the
Sponsor on a consolidated basis are Solvent.


 


(p) Prior
Business Activity and Indebtedness. The Borrower has no business activity except as contemplated in this Agreement and the other
Facility Documents and upon the date hereof is not party to any other debt, financing or other transaction or agreement other than the
Facility Documents and its Constituent Documents. The Borrower has not incurred, created or assumed any indebtedness except for that
arising under or expressly permitted by this Agreement or the other Facility Documents.


 


(q) Subsidiaries;
Investments. The Borrower has no subsidiaries. The Borrower does not own or hold directly or indirectly, any capital stock or equity
security of, or any equity interest in, any Person.


 


(r) Ordinary
Course of Business. Each payment of interest and principal on the Advances will have been (i) in payment of a debt incurred in the
ordinary course of business or financial affairs on the part of the Borrower and (ii) made in the ordinary course of business or financial
affairs of the Borrower.


 




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(s) Material
Adverse Effect. No Material Adverse Effect on the Borrower, the Parent or the Sponsor has occurred since the date of their respective
formations, and since such date, no event or circumstance has occurred which is reasonably likely to have a Material Adverse Effect on
the Borrower, the Parent or the Sponsor.


 


(t)
Representations Relating to the Collateral.


 


(i) The
Borrower owns and has legal and beneficial title to all Collateral Receivables and other Collateral free and clear of any Lien, claim
or encumbrance of any person, other than Permitted Liens.


 


(ii) This
Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Administrative Agent, on
behalf of the Secured Parties, in the Collateral, which is enforceable in accordance with its terms under the Applicable Law, is prior
to all other Liens and is enforceable as such against creditors of and purchasers from the Borrower subject to Permitted Liens. All filings
(including such UCC and PPSA filings) as are necessary in any jurisdiction to perfect the interest of the Administrative Agent on behalf
of the Secured Parties, in the Collateral have been made and are effective.


 


(iii) This
Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the
State of New York.


 


(iv) Other
than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the
Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include
a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the
Administrative Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment liens, PBGC liens or tax lien
filings against the Borrower.


 


(v) The
Collateral constitutes Money, cash, accounts, instruments, general intangibles, uncertificated securities, certificated securities or
security entitlements to financial assets resulting from the crediting of financial assets to a securities account, or in each case,
the proceeds thereof or supporting obligations related thereto, in each case, as such assets are defined in the UCC, as applicable.


 


(vi) The
U.S. Collection Account constitutes a “deposit account” under Section 9-102(a)(29) of the UCC and the Borrower has taken
all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC) with respect to
the Canadian Collection Account and the U.S. Collection Account.


 




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(vii)
This Agreement creates a valid, continuing and, upon the filing of the financing statements referred to in clause (ix), and
execution of the Canadian Collection Account Control Agreement and the U.S. Collection Account Control Agreement, perfected security
interest (as defined in Section 1-201(b)(35) of the UCC) in the Collateral in favor of the Administrative Agent, for the benefit and
security of the Secured Parties, which security interest is prior to all other Liens (other than Permitted Liens), claims and
encumbrances and is enforceable as such against creditors of and purchasers from the Borrower and no further action (other than the
filing of the financing statements referred to in clause (ix) and execution of the Canadian Collection Account Control Agreement and
the U.S. Collection Account Control Agreement), including any filing or recording of any document, is necessary in order to
establish and perfect the first priority security interest of the Administrative Agent, for the benefit of the Secured Parties, in
the Collateral as against any third party in any applicable jurisdiction, including any purchaser from, or creditor of, the
Borrower.


 


(viii) The
Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the
pledge hereunder to the Administrative Agent of its interest and rights in such Collateral and such documents do not require either notice
or consent to any Person for the enforcement or exercise of the rights and remedies of the Secured Parties following an Event of Default.


 


(ix) With
respect to Collateral referred to in clause (v) above over which a security interest may be perfected by the filing of a financing statement,
the Borrower has authorized, caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements
in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral
granted to the Administrative Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees
may be an “all assets” filing).


 


(x) The
sale of each Receivable by a Seller to the Borrower was, as of the related Purchase Date, permitted under all applicable documents governing
the creation, sale or possession of such Receivable in effect at such time; and


 


(xi) As
of the related Purchase Date, each Receivable sold to the Borrower satisfied each of the criteria set forth in the definition of Collateral
Receivable.


 


(xii)
Each Receivable listed as an “Collateral Receivable” or eligible Collateral on any Weekly Report, Biweekly Report, Notice
of Borrowing, or other certificates delivered from time to time to the Administrative Agent or the other Secured Parties satisfies each
of the criteria set forth in the definition of Collateral Receivable.


 




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(xiii)
Upon the crediting of all Collateral that constitutes financial assets to the Canadian Collection Account or the U.S. Collection
Account, as applicable, and the filing of the financing statements in the jurisdiction in which the Borrower is located, such
security interest shall be a valid and first priority perfected security interest in all of the Collateral in that portion of the
Collateral in which a security interest may be created and perfected in such manner under the PPSA or Article 9 of the UCC, as the
case may be.


 


(xiv) All
original tangible executed copies of each Contract (if any) that constitute or evidence each Collateral Receivable included in the Borrowing
Base has been or, subject to the delivery requirements contained herein and in the Backup Servicing Agreement, will be delivered to the
Backup Servicer.


 


(xv) Each
Collateral Receivable was originated by a Seller pursuant to the Credit Guidelines and was sold to the Borrower by such Seller for a
price at least equal to fair market value.


 


(u) USA
PATRIOT Act. None of the Borrower, the Parent, the Sponsor nor any of their respective Affiliates is (1) a Sanctioned Person; (2)
a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “non-cooperative
jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through
such a jurisdiction; (3) a “Foreign Shell Bank” within the meaning of the PATRIOT Act, i.e., a foreign bank that does
not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level
of regulation and supervision; or (4) a person or entity that resides in or is organized under the laws of a jurisdiction designated
by the United States Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money
laundering concerns.


 


Section
4.02. Representations and Warranties Relating to the Collateral in Connection with a Borrowing or Withdrawal. The Borrower acknowledges
and agrees that, by delivering a Notice of Borrowing or a Notice of Withdrawal to the Administrative Agent, the Borrower will be deemed
to have represented, warranted and certified for all purposes hereunder that in the case of each item of Collateral pledged to the Administrative
Agent, on the date thereof and on the relevant Borrowing Date or Withdrawal Date, as applicable:


 


(a) the
Borrower is the owner of such Collateral free and clear of any Liens, claims or encumbrances of any nature whatsoever except for (i)
those which are being released on the related Borrowing Date or Withdrawal Date, as applicable, and (ii) Permitted Liens;


 


(b) the
Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause
(a) above;


 


(c) the
Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned,
pledged or otherwise encumbered, it has been released) other than interests granted or permitted pursuant to this Agreement;


 




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(d) the
Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Administrative Agent for the benefit
of the Secured Parties; or


 


(e) the
Administrative Agent has a first priority perfected security interest in the Collateral, except as otherwise permitted by this Agreement.


 


Article
V


 


Covenants


 


Section
5.01. Affirmative Covenants of the Borrower. The Borrower covenants and agrees that until the date that all Obligations have been
paid in full (other than contingent indemnity obligations not yet due and owing):


 


(a) Compliance
with Agreements, Laws, Etc. It shall (i) duly observe and comply in all material respects with all Applicable Laws relative to the
conduct of its business or to its assets, including all lending, servicing and debt collection laws applicable to the Receivables and
its activities and obligations as contemplated by the Facility Documents, (ii) preserve and keep in full force and effect its legal existence,
(iii) preserve and keep in full force and effect its rights, privileges, qualifications and franchises (including all lending, servicing
and debt collection licenses or qualifications applicable to the Receivables and its activities contemplated by the Facility Documents),
except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect on the Borrower, (iv) comply
with the terms and conditions of each Facility Document and in all material respects with its Constituent Documents to which it is a
party and (v) obtain, maintain and keep in full force and effect all Governmental Authorizations, Private Authorizations and Governmental
Filings which are necessary or appropriate to properly carry out its business and the transactions contemplated to be performed by it
under the Facility Documents and Related Documents to which it is a party and its Constituent Documents, except where the failure to
do so could not reasonably be expected to result in a Material Adverse Effect on the Borrower.


 


(b) Enforcement.
(i) It shall not take any action, and will use commercially reasonable efforts not to permit any action to be taken, that would release
any Obligor from any of such Obligor’s covenants or obligations under any Related Document, except in the case of (A) repayment
of Collateral Receivables, (B) subject to the terms of this Agreement, (1) amendments to the Related Documents Defaulted Collateral Receivables
or Ineligible Collateral Receivables or that are otherwise reasonably deemed by the Servicer to be necessary, immaterial, or beneficial,
taken as a whole, to the Borrower and not detrimental to the Administrative Agent and the Lenders and (2) enforcement actions taken or
work-outs with respect to any Defaulted Collateral Receivable by the Servicer in accordance with the provisions hereof, (C) actions by
the Servicer in conformity with this Agreement or any other Facility Document or as otherwise required hereby or thereby, as the case
may be, or (D) as required pursuant to Applicable Law or, unless in violation of this Agreement, any other Facility Documents or the
Related Documents.


 




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(ii) The
Borrower shall punctually perform, and shall use its reasonable commercial efforts to cause the Parent, each Seller, the Servicer and
the Backup Servicer to perform, all of its obligations and agreements contained in this Agreement or any other Facility Document.


 


(c) Further
Assurances. The Borrower shall take such reasonable action from time to time as shall be necessary to ensure that all assets (including
the Canadian Collection Account and the U.S. Collection Account) of the Borrower constitute “Collateral” hereunder. The Borrower
will, and promptly upon the reasonable request of the Administrative Agent or the Required Lenders (through the Administrative Agent)
shall, at the Borrower’s expense, execute and deliver such further instruments and take such further action in order to maintain
and protect the Administrative Agent’s first-priority perfected security interest in the Collateral pledged by the Borrower for
the benefit of the Secured Parties free and clear of any Liens (other than Permitted Liens), including all further actions which are
necessary to (x) enable the Secured Parties to enforce their rights and remedies under this Agreement and the other Facility Documents,
and (y) effectuate the intent and purpose of, and to carry out the terms of, the Facility Documents. Subject to Section 7.02, and without
limiting its obligation to maintain and protect the Administrative Agent’s first priority security interest in the Collateral,
the Borrower authorizes the Administrative Agent to file or record financing statements (including financing statements describing the
Collateral as “all assets” or the equivalent) and other filing or recording documents or instruments with respect to the
Collateral in such form and in such offices as are necessary to perfect the security interests of the Administrative Agent under this
Agreement under each method of perfection required herein with respect to the Collateral, provided, that the Administrative Agent
does not hereby assume any obligation of the Borrower to maintain and protect its security interest under this Section 5.01 or Section
7.07. The Borrower will, in connection therewith, deliver such proof of corporate action, incumbency of officers or other documents as
are reasonably requested by the Administrative Agent to evidence appropriate authority of the officers signing or authorizing any such
documents, instruments or filings.


 


(d) Other
Information. It shall provide to the Administrative Agent and each Lender or cause to be provided to the Administrative Agent and
each Lender, as applicable:


 


(i) as
soon as available and in any event within ninety (90) days after the end of each calendar year, an audited balance sheet of the Sponsor
and an audited consolidated balance sheet of the Sponsor and its consolidated subsidiaries (including the Borrower and the Parent) as
at the end of such calendar year and the related consolidated statements of income and cash flows for such year, setting forth in each
case in comparative form the figures for the previous calendar year, all reported on in conformity with GAAP, with the opinion thereon
of an independent public accountant reasonably acceptable to the Administrative Agent;


 




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(ii)
as soon as available and in any event within thirty (30) days after the -70-end of each calendar quarter, an unaudited balance sheet
of the Sponsor and an unaudited consolidated balance sheet of the Sponsor and its consolidated subsidiaries (including the Borrower and
the Parent) as at the end of each such calendar quarter and the related consolidated statements of income and cash flows for such calendar
quarter and for the period from the beginning of the then current calendar year to the end of such calendar quarter, setting forth in
each case in comparative form the figures for the corresponding calendar quarter in the previous year, all certified as to fairness of
presentation and conformity with GAAP (other than with respect to lack of footnotes and being subject to normal year-end adjustments)
by a Responsible Officer of such Person;


 


(iii) all
such financial statements shall be prepared in reasonable detail and in accordance with GAAP in all material respects applied consistently
throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein);


 


(iv) simultaneously
with the delivery of each set of financial statements and financial information referred to in clauses (i) and (ii) above, a certificate
of a Responsible Officer of the Borrower certifying (A) that the Borrower, the Parent and the Sponsor have complied with all covenants
and agreements in the Facility Documents, (B) that no Accelerated Amortization Event, Unmatured Event of Default or Event of Default
then exists and, otherwise, setting forth the details thereof and the action which the Borrower, the Parent or the Sponsor is taking
or proposes to take with respect thereto and (C) attaching a Maximum Advance Rate Test Calculation Statement;


 


(v) as
soon as possible and no later than one (1) Business Day after a Responsible Officer of the Borrower obtains actual knowledge of the occurrence
and continuance of any (x) Unmatured Event of Default or (y) Event of Default, a certificate of a Responsible Officer of the Borrower
setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;


 


(vi) from
time to time such additional information or documents regarding the Borrower’s financial position or business and the Collateral
(including reasonably detailed calculations of any Maximum Advance Rate Test, the Principal Loss Ratio and the Vintage Default Ratio)
as the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably request;


 


(vii) promptly
after the occurrence of any ERISA Event, notice of such ERISA Event and copies of any communications with all Governmental Authorities
or any Multiemployer Plan with respect to such ERISA Event;


 




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(viii) promptly,
and in any event within one (1) Business Day of receipt thereof, deliver to the Administrative Agent and each Lender each written notice
of (A) without limiting the provisions of Section 5.02(j), any amendment, modification, supplement or waiver of any Credit Guidelines
delivered by a Seller to the Borrower and any related information provided by a Seller to the Borrower pursuant to a Receivable Purchase
Agreement and (B) without limiting the provisions of Section 5.02(j), any amendment, modification, supplement or waiver of the Servicing
Guide delivered by the Servicer to the Borrower and any related information provided by the Servicer to the Borrower pursuant to the
Servicing Agreement;


 


(ix) (A)
upon the earlier of (x) the date a Maximum Advance Rate Test Calculation Statement is due and (y) within five (5) Business Days following
knowledge thereof by the Borrower, a written notice to the Administrative Agent and each Lender if any Obligor became subject to an Insolvency
Event, is deceased or fraud is discovered in connection with the origination of the relevant Receivable, and (B) at any time upon the
reasonable request by the Administrative Agent or the Required Lenders, the Borrower shall provide, or cause to be provided, to the Administrative
Agent any information or document relating to the Collateral;


 


(x) if
any information provided to the Administrative Agent or the Lenders pursuant to Section 4.01(i) hereof for any reason is not true, complete
and correct in any material respect, the Borrower shall provide the true, complete and correct information to the Administrative Agent
within five (5) Business Days following the earlier of (x) written notice to the Borrower by the Administrative Agent or (y) actual knowledge
of a Responsible Officer of the Borrower;


 


(xi) promptly
following any request therefor, the Borrower shall provide, to the extent commercially reasonable, information and documentation reasonably
requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements
under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws, including but not limited
to a beneficial ownership certification in form reasonably acceptable to the Administrative Agent or the relevant Lender, as applicable;


 


(xii) promptly
upon a Responsible Officer of the Borrower obtaining knowledge thereof, notice of any development that results in, or could reasonably
be expected to result in, a Material Adverse Effect with respect to the Borrower, the Parent, the Sponsor, any Seller or the Servicer,
including, without limitation, the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental
Authority against or affecting the Borrower or any of its Affiliates or any Receivable or any portion of the Collateral that could reasonably
be expected to result in a Material Adverse Effect with respect to the Borrower, the Parent, the Sponsor, any Seller or the Servicer;


 




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(xiii) (A)
on a biweekly basis, simultaneously with the delivery of the Biweekly Report, any reports and calculations prepared by a Seller and the
Servicer and received by the Borrower with regard to the Receivables during the related Collection Period, if any, and (B) all reports
and notices it receives pursuant to a Receivable Purchase Agreement and the Servicing Agreement within two (2) Business Days of the receipt
thereof or within any shorter period as otherwise requested hereunder; and


 


(xiv) upon
request by the Administrative Agent or any Lender, but no less frequently than on each Reporting Date, the Data Tape.


 


(e)
Access to Records and Documents.


 


(i) Upon
reasonable advance notice and during normal business hours, the Borrower shall permit the Administrative Agent, jointly with, at the
invitation of the Administrative Agent, any Lender (or any Person designated by the Administrative Agent or such Lender) to visit and
inspect and make copies thereof at reasonable intervals and conduct evaluations and appraisals of the Borrower’s and the Servicer’s,
as applicable, computation of the Borrowing Base and the assets sold by the Seller included in the Borrowing Base and the components
of the Weekly Report and the Biweekly Report (including cash receipt and application and calculation of ratios), but in any event no
more than twice during any fiscal year of the Borrower (or as often and at any time in the sole discretion of the Administrative Agent
following the occurrence and continuation of an Unmatured Event of Default or an Event of Default), of (x) the Servicer’s, the
Parent’s and the Borrower’s books, records and accounts relating to its business, financial condition, operations, assets,
the Collateral and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such
Person’s officers, partners, employees and accountants, (y) all of the Related Documents, including access to each electronic portal
maintained by the Servicer, the Borrower or any third-party service provider and (z) a list of all Receivables then owned by the Borrower,
together with the Servicer’s reconciliation of such list to that set forth in each of the Weekly Report and the Biweekly Report,
indicating the cumulative addition, subtraction and repurchase of Receivables under each Receivable Purchase Agreement.


 


(ii) The
Borrower shall be responsible for the reasonable costs and expenses for two visits per calendar year requested by the Administrative
Agent, unless an Unmatured Event of Default or an Event of Default has occurred and is continuing, in which case the Borrower shall be
responsible for all reasonable costs and expenses for each visit.


 


(iii) The
Borrower shall (A) obtain and maintain similar inspection and audit rights under the Facility Documents with each Seller, the Servicer
and the Backup Servicer, (B) consult with the Administrative Agent (or any Person designated by the Administrative Agent) in connection
with, and allow Administrative Agent (or any Person designated by the Administrative Agent) to join the Borrower in, any exercise of
any similar inspection or audit rights granted to it with respect to each Seller, the Servicer or the Backup Servicer, and (C) use commercially
reasonable efforts to have the findings of any such inspection provided directly to the Administrative Agent, or promptly provide any
such findings provided to it in connection with the exercise of such inspection rights to the Administrative Agent. In the event the
Borrower has not exercised any such inspection rights granted to it, the Administrative Agent may request the Borrower to exercise such
rights, and the Borrower shall comply with any such reasonable request to exercise inspection and audit rights.


 




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(f) Use
of Proceeds. (i) It shall use the proceeds of the initial Advance made hereunder solely to fund or pay the purchase price of Collateral
Receivables acquired by the Borrower from a Seller pursuant to a Receivable Purchase Agreement and all costs and expenses in connection
with the transactions pursuant to Section 12.04(a) hereof; and


 


(ii) it
shall use the proceeds of each subsequent Advance made hereunder


 


solely:


 


(A) to
fund or pay the purchase price of Collateral Receivables acquired by the Borrower from a Seller pursuant to a Receivable Purchase Agreement
and for general working capital and corporate purposes permitted under the Facility Documents; and


 


(B) for
such other legal and proper purposes as are consistent with all Applicable Laws to the extent the Borrower has received the prior written
consent of the Administrative Agent.


 


Without
limiting the foregoing, it shall use the proceeds of each Advance in a manner that does not, directly or indirectly, violate any provision
of its Constituent Documents or any Applicable Law, including Regulation T, Regulation U and Regulation X.


 


(g)
Reports and Accountings.


 


(i) The
Borrower shall provide (or cause to be compiled and provided) to the Administrative Agent and the Backup Servicer a bi-weekly report
on a settlement basis (each, a “Biweekly Report”) for the previous Collection Period no later than 1:00 p.m. on each
Reporting Date. The Biweekly Report delivered for any Collection Period shall contain the information with respect to the Collateral
Receivables included in the Collateral set forth in Schedule 8 hereto, and shall be determined as of the last day of the Collection Period
applicable to such Biweekly Report. Each Biweekly Report shall also include a Maximum Advance Rate Test Calculation Statement, the calculation
of the Principal Loss Ratio and the Vintage Default Ratio, and a Data Tape, in each case, as determined as of the last day of the Collection
Period applicable to such Biweekly Report.


 




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(ii)
A week after each Reporting Date, no later than 1:00 p.m., the -74- Borrower shall provide (or cause to be compiled and provided) to
the Administrative Agent and the Backup Servicer on a settlement basis (each, a “Weekly Report”) an updated
report in form and substance reasonably acceptable to the Administrative Agent for the period covering the last week of the prior
Collection Period and the first week of the then current Collection Period. The Weekly Report shall contain an updated Data Tape,
with current information on Delinquent Collateral Receivables and Defaulted Collateral Receivables.


 


(iii) Each
delivery of a Weekly Report or a Biweekly Report shall be deemed a representation and warranty by the Borrower that each of the Collateral
Receivables included in the Borrowing Base set forth therein satisfies each of the criteria set forth in the definition of Collateral
Receivable.


 


(iv) Concurrently
with the delivery to the Administrative Agent and Backup Servicer of the Biweekly Report and the Weekly Report, the Borrower shall deliver
(or caused to be delivered) to the Backup Servicer the Biweekly Master File. Within five (5) Business Days following the delivery to
the Backup Servicer of the Biweekly Master File, the Borrower shall cause the Backup Servicer to deliver to the Administrative Agent
the Backup Servicer Certificate.


 


(h) Notice
of Proceedings. It shall provide written notice to the Administrative Agent and each Lender of the occurrence of any proceeding,
action, litigation or investigation pending before any Governmental Authority, or, to the actual knowledge of the Borrower, any non-frivolous
threat thereof against the Borrower, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect on
the Borrower, within two (2) Business Days of the occurrence of any such pending proceeding, action, litigation or investigation or within
two (2) Business Days upon becoming aware of any such non-frivolous threat of such proceeding, action, litigation or investigation.


 


(i) No
Other Business. The Borrower shall not engage in any business or activity other than borrowing Advances pursuant to this Agreement,
funding, acquiring, owning, holding, administering, selling, enforcing, exchanging, redeeming, pledging, contracting for the management
of and otherwise dealing with Receivables and the other Collateral in connection therewith and entering into the Facility Documents,
any applicable Related Documents and any other agreements contemplated by this Agreement, and shall not engage in any other activity
or take any other action that would cause the Borrower to be subject to U.S. federal, state or local income tax on a net income basis.


 




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(j) Tax
Matters. The Borrower shall (and each Lender hereby agrees to) treat the Advances as debt for U.S. federal income tax purposes
and will take no contrary position except to the extent that a Governmental Authority makes a determination that the Advances may
not be treated as debt for such purposes. The Borrower shall at all times maintain its status as a “disregarded entity”
for U.S. federal income tax purposes. The Borrower shall at all times ensure that it is owned by a single “United States
person” as defined by Section 7701(a)(30) of the Code. In the event that the Borrower is classified as a partnership for
federal income tax purposes, (i) the partnership representative (or comparable person under state or local law, as applicable)
shall, to the extent eligible, make the election under Section 6221(b) of the Code (or any similar comparable provision of state or
local tax law) with respect to the Borrower and take any other action such as filings, disclosures and notifications necessary to
effectuate such election, and (ii) if the election described in the preceding clause (i) is not available, the partnership
representative (or comparable person under state or local law, as applicable) shall, to the extent eligible, make the election under
Section 6226(a) of the Code (or any similar comparable provision of state or local tax law) with respect to the Borrower and take
any other action such as filings, disclosures and notifications necessary to effectuate such election.


 


(k) Collections.
The Borrower shall cause, or shall direct the Servicer to cause, the Obligor of each Canadian Receivable to pay all Collections thereon
directly to the Canadian Collection Account and the Obligor of each U.S. Receivable to pay all Collections thereon directly to the U.S.
Collection Account. Upon the occurrence and during the continuation of any Canadian Cash Transfer Event, the Borrower shall cause all
amounts on deposit in the Canadian Collection Account to be transferred to the U.S. Collection Account on each Business Day during such
Canadian Cash Transfer Event. If for any reason the Borrower or the Servicer or any of the Servicer’s Affiliates receives any Collections,
the Borrower or the Servicer or such Servicer’s Affiliate, as applicable, shall deposit such Collections directly into the Canadian
Collection Account or U.S. Collection Account, as applicable, within two (2) Business Days following the receipt thereof. Any such Collections
received by the Borrower, the Servicer or such Servicer’s Affiliate while in the possession of the Borrower, the Servicer or such
Servicer’s Affiliate shall be held in trust for the benefit of the Secured Parties and shall not be deposited in any bank or other
securities account other than the Canadian Collection Account or the U.S. Collection Account. The Borrower shall at all times maintain
an aggregate amount in the U.S. Collection Account equal to the U.S. Collection Account Required Amount. The Borrower shall ensure that
no Person, other than as contemplated by and subject to this Agreement, has been granted dominion and control of the Canadian Collection
Account or the U.S. Collection Account, or the right to take dominion and control of the Canadian Collection Account or the U.S. Collection
Account at a future time or upon the occurrence of a future event.


 


(l) Priority
of Payments. The Borrower shall ensure all Collections are applied solely in accordance with Section 9.01 and the other provisions
of this Agreement.


 


(m) Borrower
May Own Ineligible Collateral Receivables. For the avoidance of doubt, nothing in this Agreement shall prevent Borrower from purchasing
Ineligible Collateral Receivables under a Receivable Purchase Agreement; provided that (i) proceeds of Advances shall not be utilized
to pay the purchase price for Receivables which are Ineligible Collateral Receivables as of the related Purchase Date; (ii) such purchase
will not result in the occurrence of an Unmatured Event of Default, Event of Default or Accelerated Amortization Event, and (iii) no
Unmatured Event of Default, Event of Default or Accelerated Amortization Event has occurred and remains continuing at the time of such
purchase.


 




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(n) Solvency.
After giving effect to each Advance hereunder, and the disbursement of the proceeds of such Advance, the Borrower, the Parent and the
Sponsor on a consolidated basis shall remain Solvent.


 


(o) Insolvency
Events. The Borrower shall timely object to all proceedings of the type described in clause (a) of the definition of “Insolvency
Event” instituted against it.


 


(p) Insurance.
The Borrower shall maintain, or cause to be maintained (which for the avoidance of doubt may be maintained by way of the Borrower
having been named as a “named insured” under an insurance policy maintained by the Sponsor), insurance with financially sound
and reputable insurers reasonably acceptable to the Administrative Agent providing coverages for (i) comprehensive “all risk”
or special causes of loss form insurance, (ii) commercial general liability insurance, (iii) if applicable, worker’s compensation
and employer’s liability subject to the worker’s compensation and employer liability laws of the applicable state, (iv) umbrella
and excess liability insurance in an amount not less than $5,000,000 per occurrence and (v) upon sixty (60) days’ written notice,
such other reasonable insurance, and in such reasonable amounts as the Administrative Agent from time to time may reasonably request
against such other insurable hazards which at the time are commonly insured against for property similar to the Collateral located in
or around the region in which the Collateral is located.


 


(q)
Post-Closing Obligations.


 


(i) By
no later than sixty (60) days following the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion
in writing), the Borrower shall have delivered to the Administrative Agent, in form and substance reasonably acceptable to the Administrative
Agent, the Backup Servicing Agreement, which shall be in full force and effect. Notwithstanding anything to the contrary herein, any
provision hereof requiring delivery of documents or items to or from the Backup Servicer shall be given no effect prior to the execution
and delivery of the Backup Servicing Agreement in accordance with the immediately foregoing sentence; provided, however, that
concurrently with the execution and delivery of the Backup Servicing Agreement, the Borrower shall have delivered to the Backup Servicer
each document or item (whether or not electronic) comprising a Related Document with respect to the Receivables pledged hereunder since
the Closing Date and the Borrower shall cause the Backup Servicer to deliver to the Administrative Agent a Backup Servicer Certificate
in respect of such Receivables.


 


(ii) By
no later than thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion
in writing), the Borrower shall have delivered (or caused the Sponsor to deliver) to the Administrative Agent, in form and substance
reasonably acceptable to the Administrative Agent, evidence that the Sponsor has complied with each of the requirements set forth on
Schedule 10.


 




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Section
5.02. Negative Covenants of the Borrower. The Borrower covenants and agrees that, until the Final Maturity Date (and thereafter until
the date that all Obligations have been paid in full (other than contingent indemnity obligations not yet due and owing)):


 


(a) Restrictive
Agreements. It shall not enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition
upon its ability to create, incur, assume or suffer to exist any Lien (other than Permitted Liens) upon any of its property or revenues
constituting Collateral, whether now owned or hereafter acquired, to secure its obligations under the Facility Documents other than this
Agreement and the other Facility Documents.


 


(b) Liquidation;
Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger or consolidation
(or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets,
or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, nor
undertake any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws) except
as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the
Obligations or a Permitted Sale).


 


(c) Amendments
to Constituent Documents and Facility Documents. Without the written consent of the Administrative Agent, (i) it shall not amend,
modify or take any action inconsistent with its Constituent Documents other than as permitted under Section 5.02(h) or any other amendment
or modification of its Constituent Documents (other than of the Borrower LLC Agreement) that could not reasonably be expected to adversely
affect the rights of the Administrative Agent or any Lender hereunder or under any other Facility Document (provided, however,
that any amendments or modifications relating to the Independent Manager shall be subject to the Administrative Agent’s prior written
consent), and (ii) it shall not amend, modify or waive any term or provision in any Facility Document, or cause or permit any term or
provision in any Facility Document to be amended, modified or waived.


 


(d) ERISA.
Neither it nor any member of the ERISA Group shall establish any Plan or Multiemployer Plan or incur any liability with regard to a Plan
or Multiemployer Plan (including any actual liability on account of a member of the ERISA Group).


 


(e) Liens.
It shall not create, assume or suffer to exist any Lien on any of its assets now owned or hereafter acquired by it at any time, except
for Permitted Liens or as otherwise expressly permitted by this Agreement and the other Facility Documents.


 


(f) Margin
Requirements. It shall not (i) extend credit to others for the purpose of buying or carrying any Margin Stock in such a manner as
to violate Regulation T or Regulation U or (ii) use all or any part of the proceeds of any Advance, whether directly or indirectly, and
whether immediately, incidentally or ultimately, for any purpose that violates the provisions of the Regulations of the Board of Governors,
including, to the extent applicable, Regulation U and Regulation X.


 




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(g) Restricted
Payments. It shall not make, directly or indirectly, any Restricted Payment (whether in the form of cash or other assets) or incur
any obligation (contingent or otherwise) to do so; provided, however, that the Borrower shall be permitted to make Restricted
Payments from funds distributed to it pursuant to the Priority of Payments.


 


(h) Changes
to Corporate Information. Without not less than thirty (30) days’ prior written notice to the Administrative Agent and each
Lender (or such shorter period as the Administrative Agent may agree in writing), the Borrower shall not change (a) its corporate name,
(b) the location of its chief executive office, its principal place of business, or the location of any office in which it maintains
books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the
establishment of any such new office or facility), (c) its identity, jurisdiction of organization or organizational structure or (d)
its tax identification number, as applicable, and, in any event, no such change shall be effected or permitted unless all filings have
been made (or will be made on a timely basis) under Applicable Laws or otherwise and all other actions have been taken (or will be taken
on a timely basis) that are required in order for the Administrative Agent to continue at all times following such change to have a valid,
legal and perfected security interest in all the Collateral, in each case, at the sole cost and expense of the Borrower.


 


(i) Transactions
with Affiliates. It shall not sell, lease or otherwise transfer any property or assets to (other than in accordance with clause (g)
above), or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates (including sales of Defaulted Collateral Receivables and other Collateral Receivables) except as expressly contemplated
by this Agreement and the other Facility Documents, unless such transaction is upon terms no less favorable to the Borrower than it would
obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (it being agreed that any purchase or sale
at par shall be deemed to comply with this provision).


 


(j) Amendments
to Credit Guidelines and Servicing Guide. The Borrower shall not make, and shall not permit or cause any Seller or the Servicer,
as applicable, to make any material amendment, modification or supplement to the Credit Guidelines or Servicing Guide, without the prior
consent of the Administrative Agent.


 


(k) Investment
Company Restriction. It shall not become required to register as an “investment company” under the Investment Company
Act.


 


(l) Subject
Laws. It shall not utilize directly or indirectly the proceeds of any Advance for the benefit of any Person whose name appears on
the List of Specially Designated Nationals and Blocked Persons maintained by OFAC, and shall maintain and require that the Servicer maintain,
internal controls and procedures designed to ensure its continued compliance with the applicable provisions of the Subject Laws.


 




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(m) No
Claims Against Advances. Subject to Applicable Law, it shall not claim any credit on, make any deduction from, or dispute the enforceability
of payment of the principal or interest payable (or any other amount) in respect of the Advances, or assert any claim against any present
or future Lender, by reason of the payment of any taxes levied or assessed upon any part of the Collateral.


 


(n) Indebtedness;
Guarantees; Securities; Other Assets. It shall not incur or assume or guarantee any indebtedness, obligations (including contingent
obligations) or other liabilities, or issue any additional securities, whether debt or equity, in each case other than (i) pursuant to
or as expressly permitted by this Agreement and the other Facility Documents, (ii) obligations under its Constituent Documents or (iii)
pursuant to customary indemnification and expense reimbursement and similar provisions under the Related Documents. The Borrower shall
not acquire any Receivables or other property other than as expressly permitted hereunder and pursuant to the Receivable Purchase Agreements.


 


(o) Validity
of this Agreement. It shall not (i) except as permitted by this Agreement, take any action that would permit the validity or effectiveness
of this Agreement or any grant of Collateral hereunder to be impaired, or permit the lien of this Agreement to be amended, hypothecated,
subordinated, terminated or discharged or permit any Person to be released from any covenants or obligations with respect to this Agreement
and (ii) except as permitted by this Agreement, take any action that would permit the Lien of this Agreement not to constitute a valid
first priority security interest in the Collateral (subject to Permitted Liens).


 


(p)
Subsidiaries. It shall not have or permit the formation of any subsidiaries.


 


(q)
Name. It shall not conduct business under any name other than its own.


 


(r) Employees.
It shall not have any employees (other than officers and directors to the extent they are employees).


 


(s) Non-Petition.
The Borrower shall not be party to any agreements other than the Facility Documents under which it has any material obligations or liability
(direct or contingent) without including customary “non-petition” and “limited recourse” provisions therein (and
shall not amend or eliminate such provisions in any agreement to which it is party).


 


(t) Certificated
Securities. The Borrower shall not acquire or hold any certificated securities in bearer form (other than securities not required
to be in registered form under Section 163(f)(2)(A) of the Code) in a manner that does not satisfy the requirements of United States
Treasury Regulations section 1.165-12(c) (as determined by the Borrower).


 


(u) Accounts.
Other than as set forth in the Facility Documents, the Borrower shall not assign or grant an interest in any rights it may have in
the Canadian Collection Account or the U.S. Collection Account. The Borrower shall not at any time invest, or permit any investment of,
the funds deposited in the Canadian Collection Account or the U.S. Collection Account. The Borrower shall not close or agree to close
the Canadian Collection Account or the U.S. Collection Account without the prior written consent of the Administrative Agent.


 




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Section
5.03. Certain Undertakings Relating to Separateness. (a) Without limiting any, and subject to all, other covenants of the Borrower
contained in this Agreement, the Borrower shall conduct its business and operations separate and apart from that of any other Person
(including the holders of the Equity Interests of the Borrower and their respective Affiliates) and in furtherance of the foregoing,
the Borrower shall:


 


(1)
not become involved in the day-to-day management of any other Person;


 


(2) not
permit the Parent or any of the Parent’s Affiliates to become involved in the day-to-day management of the Borrower, except as
permitted hereunder or to the extent provided in the Facility Documents and the Borrower LLC Agreement;


 


(3) not
engage in transactions with any other Person other than entering into the Facility Documents and those activities permitted by the Borrower
LLC Agreement, the Facility Documents and matters necessarily incident or ancillary thereto;


 


(4) observe
all formalities required of a limited liability company under the laws of the State of Delaware;


 


(5) (i)
maintain separate company records and books of account from any other Person and (ii) clearly identify its offices, if any, as its offices
and, to the extent that the Borrower and its Affiliates have offices in the same location, allocate fairly and reasonably any overhead
expenses that are shared with an Affiliate, including and for services performed by an employee of an Affiliate;


 


(6) except
to the extent otherwise permitted by the Facility Documents, maintain its assets separately from the assets of any other Person (including
through the maintenance of a separate bank account) in a manner that is not costly or difficult to segregate, identify or ascertain such
assets;


 


(7) maintain
separate financial statements (or if part of a consolidated group, then it will show as a separate member of such group), books and records
from any other Person;


 


(8)
allocate and charge fairly and reasonably any overhead shared with Affiliates;


 


(9) transact
all business with Affiliates on an arm’s length basis and pursuant to written, enforceable agreements, except to the extent otherwise
provided in the Facility Documents;


 




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(10) not
assume, pay or guarantee any other Person’s obligations or advance funds to any other Person for the payment of expenses or otherwise,
except pursuant to the Facility Documents;


 


(11) conduct
all business correspondence of the Borrower and other communications in the Borrower’s own name, and use separate stationery, invoices,
and checks;


 


(12) not
act as an agent of any other Person in any capacity except pursuant to contractual documents indicating such capacity and only in respect
of transactions permitted by the Borrower LLC Agreement, the Facility Documents and matters necessarily incident thereto;


 


(13) not
act as an agent of the Parent or any of the Parent’s Affiliates, and not permit the Parent or any of the Parent’s Affiliates
or agents of the Parent or any of the Parent’s Affiliates to act as its agent, except for any agent to the extent permitted under
the Borrower LLC Agreement and the Facility Documents;


 


(14) correct
any known misunderstanding regarding the Borrower’s separate identity from the Parent or any of the Parent’s Affiliates;


 


(15) not
permit any Affiliate of the Borrower to guarantee, provide indemnification for, or pay its obligations, except for any indemnities and
guarantees in connection with any Facility Documents or any consolidated tax liabilities, or except as permitted by the Borrower LLC
Agreement;


 


(16)
compensate its consultants or agents, if any, from its own funds;


 


(17) except
for invoicing for Collections and servicing of the Collateral Receivables, share any common logo with or hold itself out as or be considered
as a department of the Parent or any of the Parent’s Affiliates, (b) any Affiliate of a general partner, shareholder, principal
or member of the Parent or any of the Parent’s Affiliates, or (c) any other Person;


 


(18) maintain
adequate capital in light of its contemplated business purpose, transactions and liabilities;


 


(19) fail
at any time to have at least one (1) Independent Manager on its board of managers; provided, however, if such Independent Manager
is deceased, withdraws or resigns, the Borrower shall have ten (10) Business Days to replace such Independent Manager with another Independent
Manager acceptable to the Administrative Agent; provided, further, however, that during such period, no matter which requires
the vote of the Independent Manager under the Borrower LLC Agreement shall be voted;


 




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(20) appoint
any Person as an Independent Manager of the Borrower (A) who does not satisfy the definition of an Independent Manager or (B), with respect
to any Independent Manager appointed after the Closing Date, without giving ten (10) Business Days’ prior written notice to the
Administrative Agent and the Lenders;


 


(21) not
amend, restate, supplement or otherwise modify its Constituent Documents in violation of this Agreement or in any respect that would
impair its ability to comply with the Facility Documents;


 


(22) conduct
its business and activities in all respects in compliance with the assumptions contained in the legal opinions of Carter Ledyard &
Milburn LLP and Blake, Cassels & Graydon LLP dated on or about the Closing Date relating to true sale and substantive consolidation
issues (the “Bankruptcy Opinions”), unless within ten (10) Business Days of obtaining knowledge or receiving notice
of any non-compliance with such assumptions, it has caused to be delivered to the Lenders a legal opinion of Carter Ledyard & Milburn
LLP or Blake, Cassels & Graydon LLP (or other counsel acceptable to the Administrative Agent) that such non-compliance will not adversely
affect the conclusions set forth in the Bankruptcy Opinions; and


 


(23) require
any representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing.


 


(b) The
Borrower hereby acknowledges that the Administrative Agent and each Lender is entering into the transactions contemplated by this Agreement
in reliance upon the Borrower’s identity as a legal entity that is separate from its Affiliates.


 


Article
VI


 


Events
OF Default


 


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


 


(a) (i)
a default in the payment, within one (1) Business Day from the due date thereof, of any interest on any Advance, or any other payment
or deposit required to be made hereunder, or under any other Facility Documents or (ii) the failure to reduce the outstanding Advances
to $0 on the Final Maturity Date; or


 


(b) failure
to satisfy any Maximum Advance Rate Test for one (1) or more Business Days; or


 


(c) the
Administrative Agent shall fail to have a first priority perfected security interest in the Collateral (other than with respect to a
de minimis portion thereof and subject to Permitted Liens); or


 




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(d)
the failure of any representation or warranty of the Borrower, the Parent, the Servicer, any Seller or the Sponsor made in this
Agreement, in any other Facility Document or in any certificate or other writing delivered pursuant hereto or thereto or in
connection herewith or therewith to be correct in each case in all material respects when the same shall have been made (except to
the extent any such representation or warranty is already qualified by materiality, in which case such representation and warranty
shall be true and correct in all respects) and such failure shall remain uncured for a period in excess of fifteen (15) days after
the earlier of (x) written notice to the Borrower (which may be by email) by the Administrative Agent, and (y) actual knowledge of a
Responsible Officer of the Borrower, the Parent or the Sponsor; or


 


(e) a
default in the performance or breach of the covenants set forth in Section 5.01(a)(ii), 5.01(b), 5.01(j), 5.01(q), 5.02 or 5.03; or


 


(f) except
as otherwise provided in this Section 6.01, a default in any material respect in the performance, or breach in any material respect,
of any other covenant or other agreement of the Borrower, the Parent, the Sponsor, any Seller or the Servicer under this Agreement or
the other Facility Documents and the continuation of such default or breach for a period of fifteen (15) days following the earlier of
(x) written notice to the Borrower (which may be by email) by the Administrative Agent, and (y) actual knowledge of a Responsible Officer
of the Borrower, the Parent or the Sponsor; or


 


(g) one
or more non-appealable judgments or orders for the payment of an amount or adverse rulings (not fully paid or covered by insurance) shall
be rendered against the Borrower, the Parent or the Sponsor (which, in the case of the Sponsor, exceeds $1,000,000) and with respect
to which the Borrower, the Parent or the Sponsor has knowledge (or should have knowledge) and such judgment or ruling shall remain unsatisfied,
unvacated, unbonded or unstayed for a period in excess of thirty (30) days; or


 


(h) an
Insolvency Event relating to the Borrower, the Parent, the Servicer, any Seller or the Sponsor shall have occurred; or


 


(i) (i)
either (A) any event that constitutes a Backup Servicer Event of Default shall have occurred and be continuing and shall not have been
waived by the Borrower with the written consent of the Administrative Agent and the Required Lenders or (B) any Backup Servicing Agreement
fails to be in place or is otherwise terminated and (ii) a successor Backup Servicer reasonably acceptable to the Administrative Agent
is not appointed within thirty (30) days (or, if the Enhanced Data Production Amendment has not been terminated
by the Administrative Agent in accordance with the terms set forth therein, following the Enhanced Data Production Delivery Date, two
(2) Business Days) following the date of such default, occurrence, failure or termination; or


 




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(j) (i)
either (A) any event that constitutes a Servicer Event of Default or an event relating to any Servicer that would have a Material Adverse
Effect shall have occurred and be continuing, and with respect to a Servicer Event of Default, shall not have been waived by the Borrower
with the written consent of the Administrative Agent or (B) the Servicing Agreement fails to be in place or is otherwise terminated and
(ii) the Borrower fails to appoint a replacement servicer acceptable to the Administrative Agent within thirty (30) days (or,
if the Enhanced Data Production Amendment has not been terminated by the Administrative Agent in accordance with the terms set forth
therein, following the Enhanced Data Production Delivery Date, two (2) Business Days) following the date of such default,
occurrence, failure or termination (and the Administrative Agent acknowledges that the appointment of Carmel Solutions as a replacement
servicer pursuant to the Backup Servicing Agreement is acceptable to the Administrative Agent); or


 


(k)
a Change of Control shall have occurred; or


 


(l) the
occurrence of a Material Adverse Effect with respect to the Borrower, the Parent or the Sponsor; or


 


(l) the
Borrower or the Parent becomes an investment company required to be registered under the Investment Company Act; or


 


(m) the
Borrower or the Servicer shall have failed to cause all Collections in respect of the Collateral to be deposited into the Canadian Collection
Account or the U.S. Collection Account, as applicable, pursuant to the terms of Section 5.01(k) or in any event within two (2) Business
Days of receipt of such Collections; or


 


(n) (i)
any Facility Document shall (except in accordance with its terms) terminate, cease to be effective or cease to be the legally valid,
binding and enforceable obligation of the Borrower, the Parent, the Sponsor, any Seller, the Backup Servicer, the Servicer, the Canadian
Collection Account Bank or the U.S. Collection Account Bank, as applicable, or (ii) the Borrower, the Sponsor, any Seller, the Backup
Servicer, the Servicer, the Canadian Collection Account Bank or the U.S. Collection Account Bank shall, directly or indirectly, contest
in any manner the effectiveness, validity, binding nature or enforceability of any Facility Document or any Lien purported to be created
thereunder; or


 


(o) the
Sponsor shall have defaulted or failed to perform under any (A) note, indenture, loan agreement, guaranty, swap agreement, loan and
security agreement or similar credit facility or agreement for borrowed funds in an aggregate amount in excess of $1,000,000 or (B)
any other contract, agreement or transaction (including, without limitation, any repurchase agreement) to which it is a party in
connection with payment obligations in an aggregate amount in excess of $1,000,000, in each case after the earlier of (x) written
notice to the Sponsor by the Administrative Agent (which may be by email), and (y) actual knowledge of a Responsible Officer of the
Sponsor; or


 


(p) a Sponsor Indemnity Event of Default shall have occurred and be continuing; or


 


(q)
the occurrence of any of the following:


 


(i)
the Principal Loss Ratio shall be greater than 6.00%; or


 


(ii)
as to any Vintage, the Vintage Default Ratio shall be greater than 5.25%.


 




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Section
6.02. Remedies upon an Event of Default.


 


(a) Upon
the occurrence and during the continuance of any Event of Default, in addition to all rights and remedies specified in this Agreement
and the other Facility Documents, including Article VII, and the rights and remedies of a Secured Party under Applicable Law, including
the UCC, the Administrative Agent, following the direction of, or consent by, the Required Lenders, by notice to the Borrower, shall
declare the principal of and the accrued interest on the Advances and all other amounts whatsoever payable by the Borrower hereunder
to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or
other formalities of any kind, all of which are hereby waived by the Borrower; provided that, upon the occurrence of any Event
of Default described in clause (h) of Section 6.01, the Advances and all such other amounts shall automatically become due and payable,
without any further action by any party.


 


(b) Upon
the occurrence and during the continuation of an Event of Default, following written notice by the Administrative Agent (provided at
the direction of the Required Lenders) of the exercise of control rights with respect to the Collateral pursuant to and in accordance
with the UCC, the Borrower will sell or otherwise dispose of any Collateral Receivable to repay the Obligations as directed by the Administrative
Agent (at the direction of the Required Lenders), provided that any such sale or other disposition directed by the Administrative Agent
shall be on commercially reasonable terms. The proceeds of any such sale or disposition shall be applied in accordance with the Priority
of Payments. Notwithstanding anything herein to the contrary, the Administrative Agent shall not exercise any such control rights with
respect to the Collateral during any period from the date of a Class B Buyout Triggering Event to the applicable Class B Buyout Exercise
Date (or, if such Class B Buyout Option is not exercised by the Class B Lenders, the Class B Buyout Option Termination Date); provided,
however, that any sale process may be commenced prior to the Class B Buyout Exercise Date or the Class B Buyout Option Termination
Date, as applicable, at the discretion of the Administrative Agent.


 


Section
6.03. Class B Buyout Option.


 


(a) Following
a Class B Buyout Triggering Event, the Class B Lenders (or any subset of them, each, a “Class B Buyout Group”) shall
have the option exercised by delivery of a written notice to the Administrative Agent (a “Class B Buyout Notice”),
to purchase all (but not less than all) of the aggregate principal amount of the Class A Advances (at par), together with interest and
fees due with respect thereto, and all other Class A Obligations (collectively, the “Class B Buyout Option”). On the
date of the Class B Buyout Triggering Event, the Administrative Agent shall deliver to the Class B Lenders written notice specifying
the estimated amount of Class A Obligations (including, without limitation, the aggregate principal amount of all Class A Advances and
all accrued and unpaid interest and fees with respect thereto) outstanding and unpaid as of the date that is ten (10) Business Days following
the date of the Class B Buyout Triggering Event. Unless the Administrative Agent (acting at the direction of the Required Lenders) agrees
in writing to a longer time period, the Class B Buyout Option shall be exercisable by any one or more Class B Lenders for a period of
ten (10) Business Days (or, if such Class B Lender Group has provided the Administrative Agent with written evidence of a capital call
in respect of the Class B Buyout Amount at the time of delivery of the Class B Buyout Notice, fifteen (15) Business Days), commencing
on the date of the Class B Buyout Triggering Event (each date succeeding such 10th or 15th Business Day, as the case may be, a “Class
B Buyout Option Termination Date”). Prior to the applicable Class B Buyout Option Termination Date, the Class B Buyout Group
may exercise the Class B Buyout Option by delivering the Class B Buyout Notice to the Administrative Agent, which notice (i) shall be
irrevocable, (ii) shall state that each Class B Lender in the Class B Buyout Group is electing to exercise the Class B Buyout Option
(in such allocation as the Class B Buyout Group has agreed) and (iii) shall specify the date on which such right is to be exercised (such
date, the “Class B Buyout Exercise Date”), which date shall be a Business Day not more than ten (10) Business Days
after receipt by the Administrative Agent of such Class B Buyout Notice.


 




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(b) On
the Business Day prior to the Class B Buyout Exercise Date, the Administrative Agent shall deliver to the Class B Buyout Group written
notice specifying the Class A Obligations (including, without limitation, the aggregate principal amount of all Class A Advances and
all accrued and unpaid interest and fees with respect thereto) outstanding and unpaid as of the Class B Buyout Exercise Date (collectively,
the “Class B Buyout Amount”). On the Class B Buyout Exercise Date, the Class A Lenders shall sell to the Class
B Buyout Group their respective pro rata portions of the Class B Buyout Amount, and the Class B Buyout Group shall purchase from
the Class A Lenders, at their respective pro rata portions of the Class B Buyout Amount, all of the Class A Advances. Such Class
B Buyout Amount shall be remitted by wire transfer of immediately available funds by the Class B Buyout Group to the Administrative Agent
for disbursement to the Class A Lenders. Accrued and unpaid interest on the Class A Advances shall be calculated through the Business
Day on which the foregoing purchase and sale shall occur and any amounts received by the Administrative Agent after 11:00 a.m. shall
be deemed received on the next Business Day.


 


(c) By
delivery of the Class B Buyout Notice, the Class B Buyout Group hereby agrees to indemnify and hold harmless the Administrative Agent
and Class A Lenders from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal counsel
and indemnification) arising out of any claim asserted by a third party as a direct result of any acts by the members of the Class B
Buyout Group 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, bad faith or willful misconduct of any Class A Lender seeking indemnification).


 


(d) Any
purchase pursuant to this Section 6.03 shall be expressly made without representation or warranty of any kind by the Class A Lenders
or any other Person acting on their behalf, except that the Class A Lenders shall be deemed to represent and warrant, severally as to
its Class A Advances: (i) the amount of such Class A Advances being purchased and that the purchase price and other sums payable by the
Class B Buyout Group are true, correct and accurate, (ii) it has all right, title and interest in and to such Class A Advances free and
clear of any Liens of such Class A Lender or created or suffered to exist by such Class A Lender, (iii) as to the absence of any claims
made or threatened in writing against such Class A Lender related to such Class A Advances, and (iv) such Class A Lender is duly authorized
to assign such Class A Advances.


 




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Article
VII


 


Pledge
of Collateral; Rights of the Administrative Agent


 


Section
7.01. Grant of Security. (a) The Borrower hereby grants, pledges, transfers and collaterally assigns to the Administrative Agent,
for the benefit of the Secured Parties, as collateral security for all Obligations, a continuing first priority security interest in,
and a Lien upon, all of the Borrower’s right, title and interest in, to and under, the following property, in each case whether
tangible or intangible, wheresoever located, and whether now owned by the Borrower or hereafter acquired and whether now existing or
hereafter coming into existence (all of the property described in this Section 7.01(a) being collectively referred to herein as the “Collateral”):


 


(i) all
Receivables and the Related Documents (and all rights, remedies, powers, privileges and claims thereunder or in respect thereto, whether
arising pursuant to the terms thereof or otherwise available to the Borrower at law or equity, including the right to enforce each such
Related Document, both now and hereafter owned), including all Collections, insurance policies, insurance rights and other proceeds thereon
or with respect thereto and all interest, dividends, distributions and other money or property of any kind distributed in respect of
thereto;


 


(ii) the
Canadian Collection Account and the U.S. Collection Account and, in each case, all cash on deposit therein;


 


(iii) each
Facility Document (other than this Agreement) and all rights, remedies, powers, privileges and claims thereunder or in respect thereto
(whether arising pursuant to the terms thereof or otherwise available to the Borrower at law or equity), including the right to enforce
each such Facility Document and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers
under or with respect thereto, to the same extent as the Borrower could but for the collateral assignment and security interest granted
to the Administrative Agent under this Agreement;


 


(iv) all
rights to payment under all servicer contracts and other contracts and agreements associated with the Receivables and all recourse rights
against any Seller;


 


(v) all
accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit
rights and other supporting obligations relating or credited to the foregoing (in each case as defined in the UCC), commercial tort claims
and all other property of any type or nature in which the Borrower has an interest, whether tangible or intangible, and all other property
of the Borrower which is delivered to the Administrative Agent or the Backup Servicer by or on behalf of the Borrower (whether or not
constituting Collateral Receivables);


 


(vi) all
other general intangibles and payment intangibles of the Borrower, including all general intangibles of the Borrower which are delivered
to the Administrative Agent (or any custodian on its behalf) by or on behalf of the Borrower or held by any Person by or on behalf of
the Borrower;


 




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(vii) all
security interests, Liens, collateral, property, equipment, guaranties, supporting obligations, insurance and other agreements or arrangements
of whatever character from time to time supporting or securing payment of the assets, investments and properties described above; and


 


(viii)
all Proceeds of any and all of the foregoing.


 


(b) All
terms used in this Section 7.01 that are defined in the UCC but are not defined in Section 1.01 shall have the respective meanings assigned
to such terms in the UCC. The Borrower hereby designates the Administrative Agent as its agent and attorney in fact to prepare and file
any UCC financing statement, continuation statement and all other instruments, and take all other actions, required pursuant to Section
7.07. Such designation shall not impose upon the Administrative Agent, or release or diminish, the Borrower’s obligations under
this Section 7.01 or Section 7.07. The Borrower further hereby authorizes the Administrative Agent’s or the Borrower’s counsel
to file, without the Borrower’s signature, a UCC financing statement that name the Borrower as debtor and the Administrative Agent
as secured party and that describe the Collateral in which the Administrative Agent has a grant of security hereunder and any amendments
or continuation statements that may be necessary or desirable. The Borrower authorizes the UCC financing statement naming the Borrower
as debtor to describe the Collateral therein as “all assets” or words of similar import.


 


(c) If
the Borrower acquires any commercial tort claim after the date hereof, the Borrower shall promptly (but in any event within ten (10)
Business Days after such acquisition) deliver to the Administrative Agent a written description of such commercial tort claim and shall
deliver a written agreement, in form and substance satisfactory to the Administrative Agent, granting to the Administrative Agent, as
security for the payment of the Obligations, a perfected security interest in all of Borrower’s right, title and interest in and
to such commercial tort claim.


 


Section
7.02. Release of Security Interest. If all Obligations have been paid in full, the Administrative Agent (for itself and on behalf
of the other Secured Parties) shall, at the expense of the Borrower, promptly execute, deliver and file or authorize for filing such
instruments as the Borrower shall reasonably request in order to reassign, release or terminate the Secured Parties’ security interest
in the Collateral. The Secured Parties acknowledge and agree that following the execution of a Consent and Release and upon the sale
or disposition of any Collateral by the Borrower in compliance with the terms and conditions of this Agreement, the security interest
of the Secured Parties in such Collateral shall immediately terminate and the Administrative Agent (for itself and on behalf of the other
Secured Parties) shall, at the expense of the Borrower, execute, deliver and file or authorize for filing such instrument as the Borrower
shall reasonably request to reflect or evidence such termination. Any and all actions under this Article VII in respect of the Collateral
shall be without any recourse to, or representation or warranty by any Secured Party and shall be at the sole cost and expense of the
Borrower. The Borrower shall not file, or consent to any third-party filing, any UCC financing statement or amendment thereof without
the Administrative Agent’s prior written consent.


 




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Section
7.03. Rights and Remedies. The Administrative Agent (for itself and on behalf of the other Secured Parties) shall have all of the
rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event
of Default, the Administrative Agent shall (subject to direction by the Required Lenders), among other remedies: (i) instruct the Borrower
to deliver any or all of the Collateral, the Related Documents and any other documents relating to the Collateral to the Administrative
Agent or its designees and otherwise give all instructions for the Borrower regarding the Collateral; (ii) sell or otherwise dispose
of the Collateral in a commercially reasonable manner, all without judicial process or proceedings; (iii) take control of the Proceeds
of any such Collateral; (iv) subject to the provisions of the applicable Related Documents, exercise any consensual or voting rights
in respect of the Collateral; (v) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part
of the Collateral; (vi) enforce the Borrower’s rights and remedies with respect to the Collateral; (vii) institute or prosecute
legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; (viii) require that the Borrower immediately
take all actions necessary to cause the liquidation of the Collateral in order to pay all amounts due and payable in respect of the Obligations,
in accordance with the terms of the Related Documents; (ix) redeem or withdraw or cause the Borrower to redeem or withdraw any asset
of the Borrower to pay amounts due and payable in respect of the Obligations; (x) make copies of or, if necessary, remove from the Borrower’s,
the Backup Servicer’s, the Servicer’s and their respective agents’ place of business all books, records and documents
relating to the Collateral; and (xi) endorse the name of the Borrower upon any items of payment relating to the Collateral or upon any
proof of claim in bankruptcy against an Obligor. The proceeds of any sale or disposition of the Collateral shall be applied in accordance
with the Priority of Payments.


 


The
Borrower hereby agrees that, upon the occurrence and during the continuance of an Event of Default, at the request of the Administrative
Agent or the Required Lenders (acting through the Administrative Agent), it shall execute all documents and agreements which are reasonably
necessary or appropriate to have the Collateral to be assigned to the Administrative Agent or its designee. For purposes of taking the
actions described in clauses (i) through (xi) of this Section 7.03, the Borrower hereby irrevocably appoints the Administrative Agent
as its attorney-in-fact (which appointment being coupled with an interest and is irrevocable while any of the Obligations remain unpaid,
with power of substitution), in the name of the Administrative Agent or in the name of the Borrower or otherwise, for the use and benefit
of the Administrative Agent (for the benefit of the Secured Parties), but at the cost and expense of the Borrower and, except as prohibited
by Applicable Law, without notice to the Borrower.


 


Section
7.04. Remedies Cumulative. Each right, power, and remedy of the Administrative Agent and the other Secured Parties, or any of them,
as provided for in this Agreement or in the other Facility Documents or now or hereafter existing at law or in equity or by statute or
otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement
or in the other Facility Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning
of the exercise by the Administrative Agent or any other Secured Party of any one or more of such rights, powers, or remedies shall not
preclude the simultaneous or later exercise by such Persons of any or all such other rights, powers, or remedies; provided, however,
that no Secured Party may exercise any rights or remedies hereunder other than through the Administrative Agent or as consented to by
the Administrative Agent; provided, further, however, that the Required Lenders may exercise any rights and remedies
hereunder if, after directing the Administrative Agent in writing, the Administrative Agent does not comply with such instructions for
any reason.


 




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Section
7.05. Related Documents . (a) The Borrower hereby agrees that, to the extent not expressly prohibited by the terms of the Related
Documents, after the occurrence and during the continuance of an Event of Default, it shall (i) upon the written request of the Administrative
Agent, promptly forward to the Administrative Agent, the Servicer and the Backup Servicer (or other successor servicer) all material
information and notices which it receives under or in connection with the Related Documents relating to the Collateral, and (ii) upon
the written request of the Administrative Agent (as directed by the Required Lenders), act and refrain from acting in respect of any
request, act, decision or vote under or in connection with the Related Documents relating to the Collateral only in accordance with the
direction of the Administrative Agent (as directed by the Required Lenders).


 


(b) The
Borrower agrees that, to the extent the same shall be in the Borrower’s possession, it will hold all Related Documents and other
documents relating to the Collateral in trust for the Administrative Agent on behalf of the Secured Parties, and upon request of the
Administrative Agent or following the occurrence and during the continuance of an Event of Default or as otherwise provided herein, promptly
deliver the same to the Administrative Agent or its designee (including the Backup Servicer). In addition, in accordance with the Backup
Servicing Agreement, on each Reporting Date and once each week between Biweekly Reports, the Borrower shall, or shall cause the Servicer
to, deliver to the Backup Servicer an electronic file containing all documents and information necessary to permit the Backup Servicer
to service the Receivables and any other information relating to each such Receivable required by the Backup Servicing Agreement.


 


Section
7.06. Borrower Remains Liable. (a) Notwithstanding anything herein to the contrary, (i) the Borrower shall remain liable under the
contracts and agreements included in and relating to the Collateral (including the Related Documents) to the extent set forth therein,
and shall perform all of its duties and obligations under such contracts and agreements to the same extent as if this Agreement had not
been executed, and (ii) the exercise by any Secured Party of any of its rights hereunder shall not release the Borrower from any of its
duties or obligations under any such contracts or agreements included in the Collateral.


 


(b) No
obligation or liability of the Borrower is intended to be assumed by the Administrative Agent or any other Secured Party under or as
a result of this Agreement or the other Facility Documents, and the transactions contemplated hereby and thereby, including under any
Related Document or any other agreement or document that relates to Collateral and, to the maximum extent permitted under provisions
of law, the Administrative Agent and the other Secured Parties expressly disclaim any such assumption.


 




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Section
7.07. Protection of Collateral. The Borrower shall from time to time execute and deliver, or caused to be executed and delivered,
all such supplements and amendments hereto and file or authorize the filing of all such UCC financing statements, continuation statements,
instruments of further assurance and other instruments, and shall take such other action as may be necessary, advisable or desirable
to secure the rights and remedies of the Secured Parties hereunder and to:


 


(i)
grant security more effectively on all or any portion of the Collateral;


 


(ii) maintain,
preserve and perfect any grant of security made or to be made by this Agreement or any other Facility Document including the first priority
nature of the lien or carry out more effectively the purposes hereof;


 


(iii) perfect,
publish notice of or protect the validity of any grant made or to be made by this Agreement (including any and all actions necessary
or desirable as a result of changes in law or regulations);


 


(iv)
enforce any of the Collateral or other instruments or property included in the Collateral;


 


(v) preserve
and defend title to the Collateral and the rights therein of the Administrative Agent and the Secured Parties in the Collateral against
the claims of all third parties; and


 


(vi) pay
or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral.


 


The
Borrower hereby designates the Administrative Agent as its agent and attorney in fact to prepare and file any UCC financing statement,
continuation statement and all other instruments, and take all other actions, required pursuant to this Section 7.07. Such designation
shall not impose upon the Administrative Agent, or release or diminish, the Borrower’s obligations under this Section 7.07 or,
in the case of the Borrower only, Section 5.01(c).


 


Article
VIII


 


Accountings
and Releases


 


Section
8.01. Collection of Money. Except as otherwise expressly provided herein, the Administrative Agent may demand payment or delivery
of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all Money
and other property payable to or receivable by the Administrative Agent pursuant to this Agreement, including all payments due on the
Collateral, in accordance with the terms and conditions of such Collateral. The Administrative Agent shall segregate and hold all such
Money and property received by it in trust for the Secured Parties and shall apply it as provided in this Agreement. The Canadian Collection
Account shall be established and maintained under a Canadian Collection Account Control Agreement with the Canadian Collection Account
Bank. The U.S. Collection Account shall be established and maintained under an U.S. Collection Account Control Agreement with the U.S.
Collection Account Bank. The Canadian Collection Account and the U.S. Collection Account may contain any number of subaccounts for the
convenience of the Administrative Agent or for convenience in administering the Canadian Collection Account, the U.S. Collection Account
or other Collateral. All monies deposited from time to time in the Canadian Collection Account shall be held by the Canadian Collection
Account Bank as part of the Collateral and released to the Borrower only in accordance with Section 9.02. Upon the occurrence and during
the continuation of a Canadian Cash Transfer Event, all monies on deposit in the Canadian Collection Account shall be transferred to
the U.S. Collection Account on each Business Day during such Canadian Cash Transfer Event. All monies deposited from time to time in
the U.S. Collection Account shall be held by the U.S. Collection Account Bank as part of the Collateral and shall be applied to the purposes
herein provided and released to the Borrower only (i) on Payment Dates to the extent of funds available under Section 9.01(viii) and
(ii) in accordance with Section 9.02.


 




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Section
8.02. Release of Security. (a) In connection with any Permitted Sale of any Receivable, the Borrower shall deliver a Consent and
Release to the Administrative Agent at least ten (10) Business Days prior to the settlement date for any sale of such Receivable certifying
that such sale is a Permitted Sale and requesting that the Administrative Agent release or cause to be released such Receivable from
the Lien of this Agreement, which notice shall be revocable up and until such settlement date.


 


(b) (i)
The proceeds of any sale of a Receivable to a Seller pursuant to the terms of the applicable Receivable Purchase Agreement or to any
other Person as permitted herein shall be deposited directly into the Canadian Collection Account or the U.S. Collection Account, as
applicable (ii) the proceeds of any sale of a Defaulted Collateral Receivable or Ineligible Collateral Receivable shall be deposited
directly into the Canadian Collection Account or the U.S. Collection Account, as applicable, following release from any applicable escrow
arrangement and (iii) the proceeds of any Permitted Sale to a Securitization Vehicle shall be deposited into the U.S. Collection Account
and shall be immediately applied to the payments described in Section 9.01.


 


(c) Subject
to Borrower’s compliance with this Section 8.02 and the Administrative Agent’s execution of a Consent and Release, any Receivable
that is sold pursuant to Section 8.02(a) shall automatically be released from the Lien of this Agreement.


 


(d) The
Administrative Agent shall, upon receipt of a certificate of a Responsible Officer of the Borrower, at such time as all Obligations of
the Borrower hereunder and under the other Facility Documents have been satisfied in full (other than contingent indemnity obligations
not yet due and owing), release any remaining Collateral from the Lien of this Agreement.


 


(e) In
connection with any release pursuant to this Section 8.02, the Administrative Agent is hereby irrevocably authorized by the Lenders to
execute such documents as shall be reasonably requested by the Borrower to evidence the release of the Lien of this Agreement and the
other Facility Documents.


 




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Article
IX


 


Application
of Monies


 


Section
9.01. Disbursements of Monies from Collection Account. On each Payment Date,the Borrower shall direct the U.S. Collection Account
Bank to disburse amounts on deposit in the U.S. Collection Account (other than the U.S. Collection Account Required Amount) with respect
to the Collection Period ending immediately prior to such Payment Date in accordance with the following priorities (the “Priority
of Payments”) and related Biweekly Report:


 


(i) first,
to the Servicer, any accrued and unpaid Servicer Fees and collection expense reimbursements (excluding indemnities) that are reimbursable
to the Servicer pursuant to the Servicing Agreement, plus any Servicer Fees and collection expense reimbursements (excluding indemnities)
that are reimbursable to the Servicer pursuant to the Servicing Agreement which were not paid when due on any prior Payment Date;


 


(ii) second,
on a pari passu and pro rata basis, to the Backup Servicer, the Canadian Collection Account Bank and the U.S. Collection Account Bank,
any accrued and unpaid fees and reimbursable expenses (excluding indemnities) due and payable pursuant to the Facility Documents to which
such Persons are a party, plus any fees and reimbursable expenses (excluding indemnities) due and payable to any such Person pursuant
to such Facility Documents which were not paid when due on any prior Payment Date; provided, however, that the aggregate amount
of expenses and other amounts payable under this clause (ii) shall not exceed $100,000 in aggregate in any calendar year;


 


(iii) third,
to the Administrative Agent for distribution to each Class A Lender to pay (1) accrued and unpaid Interest on the Class A Advances, (2)
amounts payable to each such Class A Lender or the Administrative Agent under Section 2.09(a), 2.10, 12.03(d) and 12.04, and (3) accrued
and unpaid Prepayment Premiums, Exit Fees and Class A Unused Fees accrued during the related Interest Accrual Period due to each Class
A Lender (in the case of each of subclauses (1), (2) and (3) above, pro rata, based on the respective amounts owed to each Class
A Lender);


 


(iv)
fourth,


 


(1) prior
to the end of the Reinvestment Period and if the Class A Maximum Advance Rate Test or the Class A Maximum Committed Advance Rate Test,
as applicable, is not satisfied as of the related Determination Date (without giving effect to amounts which are on deposit in the Canadian
Collection Account or the U.S. Collection Account representing collections of principal payments received by the Borrower on the Collateral
Receivables), to pay the outstanding principal of the Class A Advances of each Class A Lender (pro rata, based on each Class A
Lender’s Percentage) until the Class A Maximum Advance Rate Test or the Class A Maximum Committed Advance Rate Test, as applicable,
is satisfied (on a pro forma basis as at such Determination Date); and


 


(2) if
the Reinvestment Period has expired or an Accelerated Amortization Event or Event of Default has occurred and is continuing, to pay the
outstanding principal amount of all Class A Advances of each Class A Lender (pro rata, based on each Class A Lender’s Percentage)
until paid in full;


 




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(v) fifth,
to the Administrative Agent for distribution to each Class B Lenders to pay (1) accrued and unpaid Interest on the Class B Advances,
(2) amounts payable to each such Class B Lender or the Administrative Agent under Section 2.09(a), 2.10, 12.03(d) and 12.04, and (3)
accrued and unpaid Prepayment Premium, and Class B Unused Fees accrued during the related Interest Accrual Period due to each Class B
Lender (in the case of each of subclauses (1), (2) and (3) above, pro rata, based on the respective amounts owed to each Class
B Lender);


 


(vi)
sixth,


 


(1) prior
to the end of the Reinvestment Period, if the Class B Maximum Advance Rate Test or the Class B Maximum Committed Advance Rate Test, as
applicable, is not satisfied as of the related Determination Date (without giving effect to amounts which are on deposit in the Canadian
Collection Account or the U.S. Collection Account representing collections of principal payments received by the Borrower on the Collateral
Receivables), to pay the outstanding principal of the Class B Advances of each Class B Lender (pro rata, based on each Class B
Lender’s Percentage) until the Class B Maximum Advance Rate Test or the Class B Maximum Committed Advance Rate Test, as applicable,
is satisfied (on a pro forma basis as at such Determination Date); and


 


(2) if
the Reinvestment Period has expired or an Accelerated Amortization Event or Event of Default has occurred and is continuing, to pay the
outstanding principal amount of all Class B Advances of each Class B Lender (pro rata, based on each Class B Lender’s Percentage)
until paid in full;


 


(vii) seventh,
an amount equal to any other amounts due and owing to the Servicer, the Backup Servicer, the Canadian Collection Account Bank, the U.S.
Collection Account Bank or any Secured Party pursuant to the Facility Documents shall be set aside in the U.S. Collection Account and
paid to such Person, as the case may be, when due in accordance with the Facility Documents on a pro rata basis based on the amounts
due and owing to each such Person as of the immediately preceding calendar month; and


 


(viii)
eighth, the remainder to the Borrower or as directed by the Borrower.


 




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Section 9.02. Recycling.
Funds may be withdrawn from time to time from the Canadian Collection Account or the U.S. Collection Account no more than once per Business
Day and no more than twice per week (and, to the extent a new Advance is being requested on such Withdrawal Date, solely simultaneously
with such new Advance as part of the Notice of Borrowing) at the request of the Borrower to the Administrative Agent, in the form attached
hereto as Exhibit A-2 (each, a “Notice of Withdrawal”), on any Business Day other than a Payment Date during the Reinvestment
Period (each such date, a “Withdrawal Date”), and applied by the Borrower solely to purchase additional Collateral
Receivables from a Seller under (and in accordance with) a Receivable Purchase Agreement; provided, that the withdrawal and transfer
of such funds is subject to the satisfaction or waiver of the following conditions precedent as of the Withdrawal Date:


 


(a)
after giving effect to such withdrawal, the amount on deposit in the U.S. Collection Account is not less than the U.S. Collection Account
Required Amount;


 


(b)
the Administrative Agent shall have received a Notice of Withdrawal with respect to such withdrawal at least one (1) Business Day prior
to the Withdrawal Date (including the Maximum Advance Rate Test Calculation Statement attached thereto, all duly completed);


 


(c)
together with delivery of the Notice of Withdrawal, the Administrative Agent shall have received (i) a Maximum Advance Rate Test Calculation
Statement, demonstrating that immediately after giving effect to such withdrawal and the acquisition of any Collateral Receivables on
such Withdrawal Date, each applicable Maximum Advance Rate Test shall be satisfied, and (ii) calculations evidencing that the Withdrawal
Principal Loss Ratio was less than 5.00% and the Vintage Default Ratio was less than 4.00%, in each case, as of two (2) Business Days
prior to such Withdrawal Date;


 


(d)
each of the representations and warranties of the Borrower contained in this Agreement shall be true and correct in all material respects
(except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct)
as of such Withdrawal 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);


 


(e)
no Unmatured Event of Default, Event of Default, Accelerated Amortization Event, and in the case of a withdrawal from the Canadian Collection
Account, no Canadian Cash Transfer Event, shall have occurred and be continuing at the time of such withdrawal or shall result upon such
withdrawal;


 


(f) the
Borrower shall have delivered, or caused to have been delivered, in accordance with the time and manner specified in the Backup
Servicing Agreement, to the Backup Servicer and the Administrative Agent, the Receivable Schedule and each document or item (whether
or not electronic) comprising a Related Document with respect to the Receivables being pledged hereunder;


 






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(h) all terms
and conditions of the applicable Receivable Purchase Agreement required to be satisfied in connection with the assignment of each Receivable
being pledged hereunder on such Withdrawal Date (and the Receivable and Related Documents related thereto), including the perfection
of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including UCC and PPSA filings) required
to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Administrative
Agent, for the benefit of the Secured Parties, a first priority perfected security interest in all of the Borrower’s right, title
and interest in the related Receivables all payments from related Obligors, the Related Documents and all rights of the Borrower under
the applicable Receivable Purchase Agreement, excluding any Collateral in which a security interest cannot be perfected under the UCC
or the PPSA, shall have been made, taken or performed;


 


(i)
the Borrower shall have taken all steps necessary under all Applicable Law in order to cause to exist in favor of the Administrative Agent,
for the benefit of the Secured Parties, a valid, subsisting and enforceable first priority perfected security interest in the Borrower’s
right, title and interest in the Collateral related to each Receivable being pledged hereunder on such Withdrawal Date, including receipt
by the Administrative Agent of evidence reasonably satisfactory to the Administrative Agent that all Liens (except for Permitted Liens)
have been released on such Collateral; and


 


(j)
the Borrower shall have delivered to the Administrative Agent a fully executed copy of the Purchase Confirmation relating to the Collateral
Receivables in connection with such withdrawal.


 


The Borrower hereby acknowledges
and agrees that, by delivering a Notice of Withdrawal, the Borrower will be deemed to have represented and warranted that on such date
and immediately after giving effect to the proposed withdrawal on the relevant Withdrawal Date each of the conditions precedent set forth
in Section 9.02 is satisfied.


 


Article X


 


Administration And Servicing of Collateral


 


Section 10.01. Designation
of the Servicer. The servicing, administering and collection of the Collateral shall be conducted by the Person designated as a servicer
in accordance with this Agreement, the Servicing Agreement or the Backup Servicing Agreement, as applicable. Borrower hereby acknowledges
that each of the Secured Parties is a third-party beneficiary of the obligations taken by the Servicer and the Backup Servicer under the
Servicing Agreement and the Backup Servicing Agreement, respectively.


 


Section 10.02. Authorization
of the Servicer. Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents
reasonably necessary to enable such Servicer to carry out its Collateral management duties under the Servicing Agreement, and shall cooperate
with the Servicer to the fullest extent in order to ensure the collectability of the Collateral. Following the occurrence and continuance
of an Event of Default (unless otherwise waived by the Required Lenders in accordance with Section 12.01), the Administrative Agent (acting
at the direction of the Required Lenders) may provide notice to the Servicer (and any successors thereto) (with a copy to the Backup Servicer)
that the Secured Parties are exercising their control rights with respect to the Collateral in accordance with Section 6.02.


 


Section 10.03. Payment
of Certain Expenses by Servicer. The Borrower acknowledges and agrees that the Servicer (so long as such Servicer is an Affiliate
of the Borrower) will be required to pay all expenses incurred by it in connection with its activities under the Servicing Agreement,
including fees and disbursements of its independent accountants, taxes imposed on the Servicer, expenses incurred by the Servicer in
connection with the production of reports pursuant to this Agreement, and all other fees and expenses not expressly stated under this
Agreement and the Servicing Agreement to be for the account of the Borrower or except as otherwise expressly provided under this Agreement
or the Servicing Agreement. The Borrower acknowledges and agrees that the Servicer will be required to pay such expenses for its own
account and shall not be entitled to any payment therefor other than as provided under Section 9.01.


 






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Section 10.04. Appointment
of Backup Servicer. Upon resignation of the Servicer under the Servicing Agreement or the occurrence and continuance of a Servicer
Event of Default, the Administrative Agent may (with the consent of the Required Lenders) at any time require the Borrower to appoint
the Backup Servicer, as servicer of the Receivables in accordance with the Backup Servicing Agreement. The Borrower shall promptly comply
with any such request from the Administrative Agent. The Borrower shall provide direction to the Backup Servicer with respect to modifications
of the terms of the Receivables in accordance with the requirements set forth in the Servicing Agreement, and shall comply with all restrictions
with respect to the release, discharge, termination or cancellation of any Receivable.


 


Article XI


 


The Administrative Agent


 


Section 11.01.
Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as
are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental
thereto, subject to the terms hereof. The Administrative Agent shall distribute a copy of all material modifications, amendments,
extensions, consolidations, restatements, alterations, changes or revisions to any one or more of the Facility Documents (including,
without limitation, waiver or consents entered into, executed or delivered by the Administrative Agent, but excluding the
Administrative Agent Fee Letter), to each of the Lenders. The Administrative Agent shall not have any duties or responsibilities,
except those expressly set forth herein or in the other Facility Documents, or any fiduciary relationship with any Secured Party,
and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Administrative Agent
shall be read into this Agreement or any other Facility Document to which the Administrative Agent is a party (if any) as duties on
its part to be performed or observed. The Administrative Agent shall not have or be construed to have any other duties or
responsibilities in respect of this Agreement and the transactions contemplated hereby. As to any matters not expressly provided for
by this Agreement or the other Facility Documents, the Administrative Agent shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from
acting) upon the written instructions of the Required Lenders; provided that the Administrative Agent shall not be required
to take any action which exposes the Administrative Agent, in its judgment, to personal liability, cost or expense or which is
contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties
hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility
Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the
Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or, by
refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable
manner.


 


Section 11.02. Delegation
of Duties. The Administrative Agent may execute any of its duties under this Agreement and each other Facility Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.


 






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Section 11.03. Agent’s
Reliance, Etc. (a) Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except
for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable
judgment. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel
for the Borrower or any Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and shall
not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants
or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured
Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement
or the other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance
of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents on the part of the
Borrower or any Servicer or any other Person or to inspect the property (including the books and records) of the Borrower or such Servicer;
(iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document or any other instrument or
document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral;
and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by
refraining from action in reliance on) any notice, consent, certificate (including for the avoidance of doubt, the Biweekly Report), instruction
or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by email) believed by it to be
genuine and believe by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to
the Borrower or any Lender or any other Person for the Borrower’s, any Servicer’s or any Lender’s, as the case may be,
performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.


 


(b) The Administrative
Agent shall not be liable for the actions or omissions of any other agent (including concerning the application of funds), or under
any duty to monitor or investigate compliance on the part of any other agent with the terms or requirements of this Agreement, any
Facility Documents or any Related Documents, or their duties thereunder. The Administrative Agent shall be entitled to assume the
due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including
each Notice of Borrowing received hereunder). The Administrative Agent shall not be liable for any action taken in good faith and
reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by
which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action
(including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a
failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant
such consent from the Required Lenders) except as determined by a court of competent jurisdiction by final and non-appealable
judgment that it was the result of the Administrative Agent’s willful misconduct or gross negligence. The Administrative Agent
shall not be liable for any error of judgment made in good faith unless it shall be determined by a court of competent jurisdiction
by final and non-appealable judgment that the Administrative Agent was grossly negligent in ascertaining the relevant facts. Nothing
herein or in any Facility Documents or Related Documents shall obligate the Administrative Agent to advance, expend or risk its own
funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for
which it is not adequately indemnified. The Administrative Agent shall not be liable for any indirect, special, punitive or
consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof
and regardless of the form of action. The Administrative Agent shall not be charged with knowledge or notice of any matter unless
actually known to a Responsible Officer of the Administrative Agent, or unless and to the extent written notice of such matter is
received by the Administrative Agent at its address in accordance with Section 12.02. Any permissive grant of power to the
Administrative Agent hereunder shall not be construed to be a duty to act. The Administrative Agent shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, entitlement order, approval or other paper or document. The Administrative Agent shall not be liable for any error
of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything
that it may do or refrain from doing in connection herewith except as shall be determined by a court of competent jurisdiction by
final and non-appealable judgment that it was the result of its willful misconduct or grossly negligent performance or omission of
its duties.


 






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(c)
The Administrative Agent shall not be responsible or liable for delays or failures in performance resulting from acts beyond its control.
Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations
imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.


 


Section 11.04. Indemnification.
To the extent the Borrower for any reason fails to indefeasibly pay any amount required under Section 12.04 (and without limiting the
obligation of the Borrower to do so), each of the Lenders severally agrees to pay to the Administrative Agent such Lender’s pro
rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s
Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent; provided, further, that no Lender shall be liable to the Administrative Agent for any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final
and non-appealable judgment. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.08. Any
amounts paid by any Lender pursuant to this Section 11.04 shall constitute Obligations.


 


Section 11.05. Successor Administrative Agent.
Subject to the terms of this Section 11.05, the Administrative Agent may resign as Administrative Agent in the Administrative Agent’s
sole discretion at any time upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign
then the Required Lenders shall appoint a successor agent. If for any reason a successor agent is not so appointed and does not accept
such appointment within thirty (30) days of notice of resignation the Administrative Agent may appoint a successor agent. The appointment
of any successor Administrative Agent shall be subject to the prior written consent of the Borrower (which consent shall not be unreasonably
withheld, conditioned or delayed); provided that the consent of the Borrower to any such appointment shall not be required if (i)
an Event of Default shall have occurred and is continuing or, (ii) if such successor Administrative Agent is a Lender or an Affiliate
of such Administrative Agent or any Lender. Any resignation of the Administrative Agent shall be effective upon the appointment of a successor
agent pursuant to this Section 11.05. After the effectiveness of the retiring Administrative Agent’s resignation hereunder as the
Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other
Facility Documents and the provisions of this Article XI shall continue in effect for its benefit with respect to any actions taken or
omitted to be taken by it while it was the Administrative Agent under this Agreement and under the other Facility Documents. Any Person
(i) into which the Administrative Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which
the Administrative Agent shall be a party, or (iii) that may succeed to the properties and assets of the Administrative Agent substantially
as a whole, shall be the successor to the Administrative Agent under this Agreement without further act of any of the parties to this
Agreement.


 


Section 11.06. Administrative
Agent’s Capacity as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person
and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Affiliate
thereof as if it were not the Administrative Agent hereunder.


 


Section
11.07. Certain ERISA Matters.


 


(a)
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:


 


(i) such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances or this
Agreement,


 






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(ii)
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Advances and this Agreement,


 


(iii)
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of
PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Advances and this Agreement, (C) the entrance into, participation in, administration of and performance
of the Advances and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best
knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s
entrance into, participation in, administration of and performance of the Advances and this Agreement, or


 


(iv)
such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)
In addition, unless either (1) clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has
provided another representation, warranty and covenant in accordance with clause (iv) in the immediately preceding clause (a), such Lender
further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such
Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary with
respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance
of the Advances and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent
under this Agreement, any Facility Document or any documents related hereto or thereto).


 


Section 11.08.
Erroneous Payments.


 


(a) If the
Administrative Agent notifies a Lender or another, Secured Party, or any Person who has received funds on behalf of a Lender or
another a Secured Party (any such Lender, Secured Party or other recipient, a “Payment Recipient”) that the
Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient from the Administrative
Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment
Recipient (whether or not known to such Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether
received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and
collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof),
such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment
Recipient and held in trust for the benefit of the Administrative Agent, and such Lender or Secured Party shall (or, with respect to
any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later
than two (2) Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion
thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in
respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient
to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in
effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest
error.


 






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(b)
Without limiting immediately preceding clause (a), each Payment Recipient hereby further agrees that if it receives a payment, prepayment
or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the
Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in
a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment,
prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative
Agent (or any of its Affiliates), or (z) that such Lender, Secured Party, or other such recipient, otherwise becomes aware was transmitted,
or received, in error or by mistake (in whole or in part):


 


(i)
(A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation
from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each
case, with respect to such payment, prepayment or repayment; and


 


(ii)
such Lender or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and,
in all events, within one (1) Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment,
prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this
Section 11.08(b).


 


(c)
Each Lender and other Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time
owing to such Lender, or Secured Party under any Facility Document, or otherwise payable or distributable by the Administrative Agent
to such Lender or Secured Party from any source, against any amount due to the Administrative Agent under immediately preceding clauses
(a) and (b) or under the indemnification provisions of this Agreement.


 





(d)
In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason from any Payment
Recipient that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous
Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”),
upon the Administrative Agent’s notice to such Payment Recipient at any time, (i) such Payment Recipient, if a Lender, shall be
deemed to have assigned its Advances (but not its commitments) of the relevant Class with respect to which such Erroneous Payment was
made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such
lesser amount as the Administrative Agent may specify) (such assignment of the Advances (but not commitments) of the Erroneous Payment
Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the
assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute
and deliver an Assignment and Acceptance (and such Lender shall deliver any notes evidencing such Advances to the Administrative Agent,
(ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon
such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous
Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency
Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable
commitments which shall survive as to such assigning Lender and (iv) the Administrative Agent may reflect in the Register its ownership
interest in the Advances subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell
any Advances acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous
Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Advances (or portion
thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient
that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the
commitments, if any, of any Lender and such commitments shall remain available in accordance with the terms of this Agreement. In addition,
each party hereto agrees that, except to the extent that the Administrative Agent has sold a Advances (or portion thereof) acquired pursuant
to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative
Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or other Secured Party under the Facility
Documents with respect to each Erroneous Payment Return Deficiency.


 






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(e)
The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by
the Borrower or any Affiliate thereof.


 


(f)
To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based
on “discharge for value” or any similar doctrine.


 


(g)
Each party’s obligations, agreements and waivers under this Section 11.08 shall survive the resignation or replacement of the Administrative
Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the commitments and/or the repayment,
satisfaction or discharge of all Obligations (or any portion thereof) under any Facility Document.


 


Article XII


 


Miscellaneous


 


Section 12.01. No Waiver;
Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement, and any consent to
any departure by any party to this Agreement from the terms of any provision of this Agreement, shall be effective only in the specific
instance and for the specific purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to
any other or further notice or demand in similar or other circumstances.


 


(b)
No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Administrative
Agent and the Required Lenders, provided that:


 


(i)
subject to clauses (iii) and (iv) below, any Fundamental Amendment shall require the written consent of each affected Lender;


 


(ii)
no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights, duties, immunities or liabilities
of the Administrative Agent without the prior written consent of the Administrative Agent;


 


 (iii) the parties acknowledge and agree that increases in




 


(A)
(x) the Committed Facility Amount shall be allocated pro rata between the Class A Committed Facility Amount and the Class B Committed
Facility Amount and (y) the Incremental Amount shall be allocated pro rata between the Class A Incremental Amount and the Class B Incremental
Amount,


 


(B) the Class
A Committed Facility Amount or Class A Incremental Amount, may be allocated at the Administrative Agent’s sole discretion (which
may not be on a pro-rata basis) among the existing Class A Lenders agreeing to provide such increased amount, or any new Class A Lender
joining this Agreement (subject to the requirements of Section 13.02) (such existing and new Class A Lenders, collectively, the “Class
A Increasing Lenders”), and


 






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(C) the Class B
Committed Facility Amount or Class B Incremental Amount (x) shall be first offered by the Administrative Agent to the existing Class
B Lenders on a pro-rata basis, who may decide in their sole discretion to accept such offer (the “Accepting Class B Lenders”)
and (y) if any such Class B Lender declines to accept such offer, such Class B Lender’s applicable pro-rata portion may be allocated
at the Administrative Agent’s sole discretion (which may not be on a pro-rata basis) among the Accepting Class B Lenders, or any
new Class B Lender joining this Agreement (subject to the requirements of Section 13.02) (the Accepting Class B Lenders and the new Class
B Lenders, collectively, the “Class B Increasing Lenders”), and


 


in the case of clauses (A) through (C) above, shall
require the written consent of solely the Borrower, the Administrative Agent, the Class A Increasing Lenders and the Class B Increasing
Lenders; and


 


(iv)
the parties acknowledge and agree that decreases in the Committed Facility Amount shall be allocated pro rata (x) between the Class A
Committed Facility Amount and the Class B Committed Facility Amount and (y) among all Lenders in accordance with their respective Percentages.


 


Section 12.02. Notices,
Etc. Except as otherwise provided herein, all notices and other communications hereunder to any party shall be in writing and sent
by certified or registered mail, return receipt requested, by overnight delivery service, with all charges prepaid, by hand delivery,
or by e-mail, to such party’s address or e-mail address set forth in Schedule 3 hereto, or at such other address or e-mail address
as such party may hereafter specify in a notice given in the manner required under this Section 12.02. All such notices and correspondence
shall be deemed given (a) if sent by certified or registered mail, three (3) Business Days after being postmarked, (b) if sent by overnight
delivery service or by hand delivery, when received at the above stated addresses or when delivery is refused and (c) if sent by electronic
transmission, upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement). The Borrower hereby irrevocably consents and
agrees to the service of any and all legal process, summons, notices and documents out of any courts in any action, suit or proceeding
in connection with this Agreement by serving a copy thereof upon the Borrower or by mailing copies thereof by regular or overnight mail,
postage prepaid, to the Borrower at its address specified in Schedule 3. For the avoidance of doubt, with respect to any notices required
to be delivered and sent to the Administrative Agent, the Administrative Agent shall distribute a copy thereof to the Lenders.


 


Section 12.03. Taxes.
(a) For purposes of this Section 12.03, the term Applicable Law includes FATCA.


 


(b) Any and all payments
by or on account of any obligation of the Borrower under this Agreement and any other Facility Document shall be made, in accordance
with this Agreement or the related Facility Document, free and clear of and without deduction for any and all Taxes, except as required
by Applicable Law. If the Borrower or Administrative Agent shall be required by Applicable Law (as determined in the good faith discretion
of the Borrower or Administrative Agent, as applicable)) to deduct or withhold any Taxes from or in respect of any sum payable by it
hereunder or under any other Facility Document to any Secured Party, then the Borrower or Administrative Agent, as applicable, shall
be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental
Authority in accordance with Applicable Law and, if such payment is an Indemnified Tax, the sum payable by the Borrower shall be increased
as necessary so that after such deduction or withholding has been made (including deductions applicable to additional sums payable under
this Section 12.03) such Secured Party receives an amount equal to the sum it would have received had no such deductions or withholding
been made.


 






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(c)
In addition, the Borrower agrees to timely pay any present or future stamp, sales, court or documentary, intangible, recording, filing
or similar Taxes or any other excise or property Taxes, charges or similar levies which arise from any payment made by the Borrower hereunder
or under any other Facility Document 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 under any other Facility Document, except any
such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Sections 2.09(b),
2.11(b) or 12.03(h)) (hereinafter referred to as “Other Taxes”).


 


(d)
The Borrower agrees to indemnify each of the Secured Parties, within 10 days after demand therefor, for the full amount of Indemnified
Taxes, including any Indemnified Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 12.03 payable by
such Secured Party or required to be withheld or deducted from a payment to such Secured Party and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Secured Party (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Secured Party, shall be conclusive absent manifest
error.


 


(e)
As soon as practicable after the date of any payment of Taxes to a Governmental Authority pursuant to this Section 12.03, the Borrower
will furnish to the Administrative Agent the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing
payment thereof (or a copy of the return reporting such payment or other evidence of payment as may be reasonably satisfactory to the
Administrative Agent).


 


(f) If any payment is
made by the Borrower to or for the account of any Secured Party after deduction for or on account of any Taxes, and an indemnity
payment or additional amounts are paid by the Borrower pursuant to this Section 12.03, then, if such Secured Party, in its sole
discretion exercised in good faith, determines that it has received a refund of such Taxes, such Secured Party shall reimburse to
the Borrower such amount of any refund received (net of reasonable out-of-pocket expenses incurred) as such Secured Party shall
determine in its sole discretion to be attributable to the relevant Taxes; provided that in the event that such Secured Party
is required to repay such refund to the relevant taxing authority, the Borrower agrees to return the refund to such Secured Party.
Notwithstanding anything to the contrary in this paragraph (f), in no event will the Secured Party be required to pay any amount to
the Borrower pursuant to this paragraph (f) the payment of which would place the Secured Party in a less favorable net after-Tax
position than the Secured Party would have been in if the Tax subject to indemnification and giving rise to such refund had not been
deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never
been paid.


 






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 (g) Status of Lender.




 


(i)
Each Lender that is a “United States person” as that term is defined in Section 7701(a)(30) of the Code (a “U.S.
Person”) hereby agrees that it shall, no later than the Closing Date or, in the case of a Lender which becomes a party hereto
pursuant to Section 12.06, the date upon which such Lender becomes a party hereto (and from time to time thereafter upon the reasonable
request of the Borrower or the Administrative Agent), deliver to the Borrower and the Administrative Agent, if applicable, two accurate,
complete and executed copies of U.S. Internal Revenue Service Form W-9 or successor form, certifying that such Lender is on the date of
delivery thereof entitled to an exemption from United States backup withholding tax.


 


(ii) Each Lender
that is not a U.S. Person (a “Non-U.S. Lender”) shall, no later than the date on which such Lender becomes a party
hereto (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), deliver to the Borrower
and the Administrative Agent two copies of properly completed and duly executed copies of either U.S. Internal Revenue Service Form W-8BEN,
W8BEN-E, W-8ECI or W-8IMY or any subsequent versions thereof or successors thereto, in the case of a Non-U.S. Lender claiming
the benefits of an income tax treaty to which the United States is a party, with respect to payments of interest hereunder, establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business” profits or “other
income” article of such treaty, with respect to any other applicable payments hereunder. In addition, in the case of a Non-U.S.
Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall deliver
to the Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient), no later than the date on
which such Non-U.S. Lender becomes a party hereto (and from time to time thereafter upon the reasonable request of the Borrower or the
Administrative Agent), a certificate to the effect that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code,
is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign
corporation related to the Borrower (within the meaning of Section 881(c)(3)(C) of the Code) substantially in the form of Exhibit E hereto
(a “U.S. Tax Compliance Certificate”), and such Non-U.S. Lender agrees that it shall notify the Borrower and the Administrative
Agent in the event any such certificate is no longer accurate. In addition, to the extent a Non-U.S. Lender is not the beneficial owner,
such Non-U.S. Lender shall also provide a U.S. Tax Compliance Certificate or other certification documents from each beneficial owner,
as applicable, provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender
are one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender
may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner. Such forms shall be delivered by each
Non-U.S. Lender on or before the date it becomes a party to this Agreement and on or before the date, if any, such Non-U.S. Lender designates
a new lending office. In addition, each Non-U.S. Lender shall deliver such forms as promptly as practicable after receipt of a written
request therefor from the Borrower or the Administrative Agent. Notwithstanding any other provision of this Section 12.03, a Non-U.S.
Lender shall not be required to deliver any form pursuant to this Section 12.03(g) that such Non-U.S. Lender is not legally able to deliver.


 






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(iii)
Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect,
it shall update such form or certification or promptly notify the Borrower and the Administrative in writing of its legal inability to
do so.


 


(h)
If any Secured Party requires the Borrower to pay any additional amount to such Secured Party or any taxing Governmental Authority for
the account of such Secured Party or to indemnify such Secured Party pursuant to this Section 12.03, then such Secured Party shall use
reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if such Lender determines, in its sole discretion, that such designation
or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 12.03 in the future and (ii) would not subject such
Secured Party to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Secured Party. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(i)
Nothing in this Section 12.03 shall be construed to require any Secured Party to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the Borrower or any other Person.


 


(j)
Compliance with FATCA. If a payment made to a Lender under this Agreement would be subject to U.S. federal withholding Tax imposed
by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or
times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with
their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine
the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (j), “FATCA” shall include
any amendments made to FATCA after the date of this Agreement.


 


(k)
Survival. Each party’s obligations under this Section 12.03 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all amounts owing
under any Facility Document.


 


Section 12.04. Costs
and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the
Administrative Agent, the Backup Servicer, the Canadian Collection Account Bank, the U.S. Collection Account Bank and the other Lenders
in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility
Documents, including the reasonable fees and disbursements of outside counsel for each such Person and any auditors, accountants, consultants,
appraisers and rating agency or other professional advisors and agents engaged by the Administrative Agent; UCC and PPSA filing fees and
all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or
any other Facility Document. Further, the Borrower shall pay (A) all reasonable and documented out-of-pocket costs and expenses (including
all reasonable and documented fees, expenses and disbursements of legal counsel), and any auditors, accountants, consultants or appraisers
or other professional advisors and agents engaged by the Administrative Agent and incurred by the Administrative Agent or any Lender in
the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility
Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable out-of-pocket costs and expenses
of creating, perfecting, releasing or enforcing the Administrative Agent’s security interests in the Collateral, including filing
and recording fees, expenses and Other Taxes, search fees, and title insurance premiums, and (C) after the occurrence of any Event of
Default, all costs and expenses incurred by the Administrative Agent and the other Secured Parties in connection with the preservation,
collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of
the Administrative Agent and the other Secured Parties or in connection with the collection or enforcement of any of the Obligations or
the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all
reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals
engaged by the Administrative Agent and the other Secured Parties. The undertaking in this Section shall survive repayment of the Obligations,
any foreclosure under, or modification, release or discharge of, any or all of the Related Documents, termination of this Agreement and
the other Facility Documents and the resignation or replacement of the Administrative Agent. Without prejudice to its rights hereunder,
the expenses and the compensation for the services of the Administrative Agent are intended to constitute expenses of administration under
any applicable bankruptcy law.


 






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(b) The Borrower agrees
to indemnify and hold harmless each Secured Party and each of their Affiliates and the respective officers, directors, employees, agents,
managers of, and any Person controlling any of, the foregoing (each, an “Indemnified Party”) from and against any
and all claims, damages, losses, liabilities, obligations, expenses, penalties, actions, suits, judgments and disbursements of any kind
or nature whatsoever (including the reasonable and documented fees and disbursements of counsel) that may be incurred by or asserted
or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of the execution, delivery,
enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility
Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions
are consummated) (collectively, the “Liabilities”), including any such Liability that is incurred or arises out of
or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of any actual or prospective investigation,
litigation or proceeding arising out of, related to or in connection with this Agreement, any other Facility Document, any Related Document
or any of the transactions contemplated hereby or thereby; (ii) any breach of any covenant by the Borrower, the Parent, the Sponsor,
the Canadian Collection Account Bank, the U.S. Collection Account Bank, any Seller, any Servicer or any Backup Servicer contained in
any Facility Document; (iii) any representation or warranty made or deemed made by the Borrower, the Parent, the Sponsor, the Canadian
Collection Account Bank, the U.S. Collection Account Bank, any Seller, any Backup Servicer or any Servicer contained in any Facility
Document or in any certificate, statement or report delivered in connection therewith is false or misleading; (iv) any failure by the
Borrower, the Parent, the Sponsor, the Canadian Collection Account Bank, the U.S. Collection Account Bank, any Seller, any Servicer or
any Backup Servicer to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in
vesting, in the Administrative Agent (for the benefit of the Secured Parties) a perfected first priority security interest in all of
the Collateral free and clear of all Liens; (vi) any action or omission, not expressly authorized by the Facility Documents, by the Borrower
or any Affiliate of the Borrower which has the effect of reducing or impairing the Collateral or the rights of the Administrative Agent
or the Secured Parties with respect thereto; (vii) the failure to file, or any delay in filing, financing statements, continuation statements
or other similar instruments or documents under the UCC or PPSA, as applicable, of any applicable jurisdiction or other Applicable Law
with respect to any Collateral, whether at the time of any Advance or at any subsequent time; (viii) any dispute, claim, offset or defense
(other than the discharge in bankruptcy of an Obligor) of an Obligor to the payment with respect to any Collateral (including a defense
based on any Receivable (or the Related Documents evidencing such Collateral Receivable) not being a legal, valid and binding obligation
of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from any related property; (ix) the
commingling of Collections on the Collateral at any time with other funds; (x) any failure by the Borrower to give reasonably equivalent
value to any Seller, in consideration for the transfer by such Seller to the Borrower of any item of Collateral or any attempt by any
Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including any provision
of the Bankruptcy Code; and (xi) any Unmatured Event of Default or Event of Default; provided, that the Borrower shall not be
liable (A) for any Liability or losses arising due to the deterioration in the credit quality or market value of the Collateral Receivables
or other Collateral hereunder to the extent that such credit quality or market value was not misrepresented in any material respect by
the Borrower or any of its Affiliates or (B) to the extent any such Liability is found in a final, non-appealable judgment by a court
of competent jurisdiction to have resulted from such Indemnified Party’s fraud, bad faith, gross negligence or willful misconduct;
provided however that in no event will such Indemnified Party have any liability for any special, exemplary, indirect, punitive
or consequential damages in connection with or as a result of such Indemnified Party’s activities related to this Agreement or
any Facility Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, further,
that any payment hereunder which relates to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from
any non-Tax claim, or additional sums described in Sections 2.09 or 2.10, shall not be covered by this Section 12.04(b).


 


(c)
All amounts due under this Section 12.04 shall be payable not later than three (3) Business Days after demand therefor.


 






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Section 12.05. Execution
in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together,
shall constitute but one and the same Agreement. Delivery of an executed signature page of this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually executed counterpart hereof. The parties hereto agree that “execution,”
“signed,” “signature,” and words of like import in this Agreement, shall be deemed to include electronic signatures,
authentication, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided
for in any Applicable Law, including the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions
Act as in effect in any state, the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), the Illinois
Electronic Commerce Security Act (5 ILCS 175/1-101 et seq.), or the Uniform Commercial Code, and the parties hereto hereby waive any objection
to the contrary.


 


Section 12.06. Assignability.
The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative
Agent. The Lenders may assign their rights, interests or obligations under this Agreement as permitted under Section 13.02. This Agreement
and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted
assigns (including by operation of law).


 


Section 12.07. Governing
Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW).


 


Section 12.08. Severability
of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction.


 


Section 12.09.
Confidentiality. Each Secured Party agrees to keep all Borrower Information confidential; provided that nothing herein
shall prevent any Secured Party from disclosing any Borrower Information (a) in connection with this Agreement and the other
Facility Documents and not for any other purpose, (x) to any Secured Party or any Affiliate of a Secured Party, or (y) any of their
respective Affiliates, employees, directors, agents, representatives, consultants, attorneys, accountants and other professional
advisors (collectively, the “Secured Party Representatives”), it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Borrower Information, (b) subject to an agreement to comply
with the provisions of this Section (or other provisions at least as restrictive as this Section), (i) to any actual or bone fide
prospective permitted assignees and Participants in any of the Secured Parties’ interests under or in connection with this
Agreement, (ii) to any prospective agent or co-agent of the Administrative Agent, (iii) as reasonably required by any direct or
indirect contractual counterparties or professional advisors thereto, to any swap or derivative transaction relating to the Borrower
and the Obligations, and (iv) to any provider of credit protection to a Lender or any provider of a hedge for the benefit of a
Lender, (c) to any Governmental Authority purporting to have jurisdiction over any Secured Party or any of its Affiliates or any
Secured Party Representative, (d) in response to any order of any court or other Governmental Authority or as may otherwise be
required or requested to be disclosed pursuant to any Applicable Law, (e) that is a matter of general public knowledge or that has
heretofore been made available to the public by any Person other than any Secured Party or any Secured Party Representative in
violation hereof, (f) any rating agency or a nationally recognized statistical rating organization in connection with Rule 17g-5
promulgated by the SEC, (g) in connection with the exercise of any remedy hereunder or under any other Facility Document and (h) to
any Seller, the Servicer, the Backup Servicer, the Canadian Collection Account Bank and the U.S. Collection Account Bank in
connection with the administration of this credit facility or the enforcement of the Facility Documents. In addition, each Secured
Party may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service
providers to the lending industry and service providers to the Secured Parties in connection with the administration and management
of this Agreement and the other Facility Documents.


 






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Section 12.10. Merger.
This Agreement and the other Facility Documents executed by the Administrative Agent or the Lenders taken as a whole incorporate the entire
agreement between the parties thereto concerning the subject matter thereof and such Facility Documents supersede any prior agreements
among the parties relating to the subject matter thereof.


 


Section 12.11. Survival.
All representations and warranties made hereunder, in the other Facility Documents and in any certificate delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the execution and delivery of this Agreement and the making of the Advances
hereunder. The agreements in Sections 2.09, 2.10, 2.13, the final sentence of Section 7.02, 7.06(b), 12.02, 12.03, 12.04, 12.07, 12.08,
12.12, 12.13, 12.14, 12.16, 12.18, 12.19 and 12.23 and this Section 12.11 shall survive the termination of this Agreement in whole or
in part and the payment in full of the principal of and interest on the Advances.


 


Section 12.12. Submission
to Jurisdiction; Waivers; Etc. Each party hereto hereby irrevocably and unconditionally:


 


(a)
submits for itself and its property in any legal action or proceeding relating to this Agreement or the other Facility Documents to which
it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts
of the State of New York located in the County of New York, the courts of the United States of America for the Southern District of New
York, and the appellate courts of any of them;


 


(b)
consents that any such action or proceeding may be brought in any court described in Section 12.12(a) and waives to the fullest extent
permitted by Applicable Law any objection that it may now or hereafter have to the venue of any such action or proceeding in any such
court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;


 


(c)
agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to such party at its address referenced in Section 12.02 or at such other
address as may be permitted thereunder;


 


(d)
agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and


 


(e)
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding against
any party hereto or any Secured Party arising out of or relating to this Agreement or any other Facility Document any special, exemplary,
indirect, punitive or consequential damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract,
tort or duty imposed by any applicable legal requirement).


 






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Section 12.13. Waiver of
Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally waives trial
by jury in any legal action or proceeding relating to this agreement or any other facility document or for any counterclaim therein or
relating thereto.


 


Section 12.14. Service
of Process. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF PROCESS AND IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER
PROVIDED FOR NOTICES IN SECTION 12.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.


 


Section 12.15. Waiver
of Setoff. The Borrower hereby waives any right of setoff it may have or to which it may be entitled under this Agreement from time
to time against any Lender or its assets.


 


Section 12.16. PATRIOT
Act Notice. Each Lender and the Administrative Agent hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT
Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)) (the “PATRIOT Act”) and the Beneficial Ownership
Regulation, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name
and address of the Borrower, a Beneficial Ownership Certification and other information that will allow the Lenders to identify the Borrower
in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. The Borrower shall provide to the extent commercially reasonable,
such information and take such actions as are reasonably requested by any Lender in order to assist such Lender in maintaining compliance
with the PATRIOT Act and the Beneficial Ownership Regulation.


 


Section 12.17.
Business Days. In the event that the date of any Payment Date, date of prepayment or Final Maturity Date shall not be a Business
Day, then notwithstanding any other provision of this Agreement or any Facility Document, payment need not be made on such date, but
may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of any such Payment
Date, date of prepayment or Final Maturity Date, as the case may be, and interest shall accrue on such payment for the period from
and after any such nominal date to but excluding such next succeeding Business Day.


 


Section 12.18. Third-Party
Beneficiary. The parties hereto acknowledge and agree that the Indemnified Parties and the Affected Persons are third party beneficiaries
of this Agreement.


 


Section 12.19. No Fiduciary
Duty. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”),
may have economic interests that conflict with those of the Borrower, its stockholders or their Affiliates. The Borrower agrees that nothing
in the Facility Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied
duty between any Lender, on the one hand, and the Borrower, its stockholders or its Affiliates, on the other. The Borrower acknowledges
and agrees that (i) the transactions contemplated by the Facility Documents (including the exercise of rights and remedies hereunder and
thereunder) are arm’s length commercial transactions between the Lenders, on the one hand, and the Borrower, on the other, and (ii)
in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor
of the Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or
remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or
will advise the Borrower, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations
expressly set forth in the Facility Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the
Borrower, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its
own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment
with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered
advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or
the process leading thereto.


 






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Section 12.20. Non-Reliance
on Administrative Agent and other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative
Agent or any other Lender or any of their Affiliates or the respective officers, directors, employees, agents, managers of, and any Person
controlling any of, the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender or any of their Affiliates or the respective officers, directors, employees, agents, managers of, and any Person
controlling any of, the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue
to make its own decisions in taking or not taking action under or based upon this Agreement, any other Facility Document or any related
agreement or any document furnished hereunder or thereunder.


 


12.21.
Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any
Facility Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any Affected Financial Institution arising under any Facility Document, to the extent such liability is
unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to,
and acknowledges and agrees to be bound by:


 


(a)
the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b) the effects
of any Bail-in Action on any such liability, including, if applicable:


 


(i)
a reduction in full or in part or cancellation of any such liability;


 


(ii)
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Facility Document; or


 


(iii) the variation of the terms of such liability in connection with the exercise of the write-down and
conversion powers of the applicable Resolution Authority.



 


Section 12.22. Acknowledgement
Regarding Any Supported QFCs. To the extent that the Facility Documents provide support, through a guarantee or otherwise, for hedging
agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC
a “Supported QFC”), the parties acknowledge and agree with respect to the resolution power of the Federal Deposit Insurance
Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together
with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC
and QFC Credit Support (with this Section 12.22 applicable notwithstanding that the Facility Documents and any Supported QFC may in fact
be stated to be governed by the laws of the State of New York or of the U.S. or any other state of the U.S.) that in the event a Covered
Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special
Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or
under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support)
from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime
if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws
of the U.S. or a state of the U.S. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under the Facility Documents that might otherwise apply to such Supported QFC or
any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default
Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Facility Documents were governed by the
laws of the U.S. or a state of the U.S.


 






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Section
12.23. Non-Petition.


 


(a)
Each of the parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby covenants and
agrees that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding Advances, it shall not
institute against, or join any other Person in instituting against, the Borrower any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States or any other
jurisdiction.


 


(b)
Each of the parties hereto (other than Administrative Agent acting at the direction of the Required Lenders) hereby covenants and agrees
that it shall not at any time institute against, solicit or join or cooperate with or encourage any institution against Borrower of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under any United States federal
or state bankruptcy or similar law.


 


(c)
Nothing in this Section 12.23 shall preclude, or be deemed to estop, any of the foregoing Persons from taking (to the extent such action
is otherwise permitted to be taken by such Person hereunder) or omitting to take any action prior to such date in (i) any case or proceeding
with respect to Borrower voluntarily filed or commenced by or on behalf of Borrower under or pursuant to any such law or (ii) any involuntary
case or proceeding pertaining to Borrower under or pursuant to any such law, which involuntary use was not commenced by any of the foregoing
Persons.


 


Article XIII


 


Syndication


 


Section 13.01. Syndication.
The Lenders may at any time sell, assign or participate any portion or all of the Advances and the Facility Documents to one or more Persons
subject to the terms and conditions of this Article XIII.


 


Section 13.02.
Assignment of Advances, Participations and Servicing, Appointment of Agent. (a) The Lenders may, at their individual option,
sell and assign all or any part of their right, title and interest in, and to, and under the Advances and this Agreement, on a pro
rata basis, in the sole discretion of such Lender, subject to, other than in connection with the exercise of the Class B Buyout
Option or an assignment to a Lender or any Affiliate of a Lender, the prior written consent of the Administrative Agent (not to be
unreasonably withheld, conditioned or delayed) (the “Syndication”), to one or more additional lenders; provided,
however, that no assignment shall be made to (x) a natural Person (or a holding company, investment vehicle or trust for, or
owned and operated for the primary benefit of, a natural Person), (y) the Borrower or any of the Borrower’s Affiliates or (z)
without the Borrower’s written consent, a Competitor. Each additional Lender shall enter into and deliver to the
Administrative Agent an Assignment and Acceptance whereby the existing Lender (the “Assigning Lender”) assigns to
such new Lender a portion of its rights under the Advances, and pursuant to which the new Lender accepts such assignment. From and
after the effective date specified in the Assignment and Acceptance (i) each new Lender shall be a party hereto and to each
applicable Facility Document to the extent of the applicable percentage or percentages and, if applicable, priorities, set forth in
the Assignment and Acceptance and, except as specified otherwise herein, shall succeed to the rights of the Assigning Lender
hereunder in respect of the Advances, and (ii) the Assigning Lender shall, to the extent such rights and obligations have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations hereunder and
under the Facility Documents.


 






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The liabilities of each of
the Lenders shall be several and not joint, and any Lender’s Percentage shall be reduced by the amount of each such Assignment and
Acceptance. No Lender shall be responsible for the obligations of any other Lender.


 


(b)
The Borrower agrees that it shall reasonably cooperate, in connection with any sale of all or any portion of the Advances permitted under
Section 13.02(a), whether in whole or to an additional Lender or Participant, to furnish to Administrative Agent, any information as reasonably
requested by any additional Lender or Participant in performing its due diligence in connection with its purchase of an interest in the
Advances.


 


(c)
The Borrower acknowledges that the Administrative Agent shall have the sole and exclusive authority to execute and perform this Agreement
and each Facility Document on behalf of itself and as agent for the Secured Parties. The Lenders acknowledge that, subject to Section
12.01(b), the Administrative Agent shall retain the exclusive right to grant approvals and give consents required to be delivered hereunder.
Except as otherwise provided herein, the Borrower shall have no obligation to recognize or deal directly with any Lender, and no Lender
shall have any right to deal directly with the Borrower with respect to the rights, benefits and obligations of the Borrower under this
Agreement, the Facility Documents or any one or more documents or instruments in respect thereof, except as explicitly provided herein
or therein.


 


(d)
Notwithstanding any provision to the contrary in this Agreement, the Administrative Agent shall not have any duties or responsibilities
except those expressly set forth herein and no covenants, functions, responsibilities, duties, obligations or liabilities of the Administrative
Agent shall be implied by or inferred from this Agreement or any other Facility Document, or otherwise exist against Administrative Agent.


 


(e)
Except to the extent its obligations hereunder and its interest in the Advances have been assigned pursuant to one or more Assignments
and Acceptances, if the Administrative Agent is also a Lender, the Administrative Agent shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not the Administrative Agent, respectively. The Lenders and
their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind
of business with, the Borrower, or any Affiliate of the Borrower and any Person who may do business with or own securities of the Borrower
or any Affiliate of the Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor
to each other.


 


(f) If required by any
Lender, the Borrower hereby agrees to execute notes in the principal amount of such Lender’s Percentage of the Advances, and
such note shall (i) be payable to order of such Lender, (ii) be dated as of the effective date specified in the Assignment and
Acceptance (or, if later, the date that such Lender became a Lender hereunder), and (iii) mature on the Termination Date. Such note
shall provide that it evidences a portion of the existing Obligations hereunder and not any new or additional indebtedness of the
Borrower.


 


(g)
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices
a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders,
and principal amounts (and stated interest) of the Advances owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative
Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement. The Register shall be made available by the Administrative Agent for inspection by the Borrower and
any Lender, at any reasonable time and from time to time, upon reasonable prior written request to the Administrative Agent.


 






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(h)
Any Lender may at any time sell participations to any Person (other than (A) a natural Person (or a holding company, investment vehicle
or trust for, or owned and operated for the primary benefit of, a natural Person), (B) the Borrower or any of the Borrower’s Affiliates
or subsidiaries or (C) without the prior written consent of the Borrower and the Administrative Agent, a Competitor) (each, a “Participant”)
in all or a portion of such Lender’s rights or obligations under this Agreement (including all or a portion of the Advances owing
to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent
and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the payments made under Section 2.09 with respect
to any payments made by such Lender to its Participant(s).


 


(i) Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement provided that such
agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in Section 12.01 that affects such Participant. The Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.09, 12.03 and 12.04 (subject to the requirements and limitations therein, including the
requirements under Section 12.03(g) (it being understood that the documentation required under Section 12.03(g) shall be delivered
to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section; provided that such Participant shall not be entitled to receive any greater payment under Section
2.09 or 12.03, 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 Applicable 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 the 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 Advances or other obligations under the Facility
Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all
or any portion of the Participant Register (including the identity of any Participant or any information relating to a
Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Facility 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 Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the
Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the
contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no
responsibility for maintaining a Participant Register.


 


(j)
Notwithstanding any other provision set forth in this Agreement, any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement (including amounts owing to it in favor of any Federal Reserve Bank in accordance with
Regulation A of the Board of Governors of the Federal Reserve System), provided that no such security interest or the exercise by the
secured party of any of its rights thereunder shall release such Lender from any of its funding obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.


 






    -109-


     


    

 


Section 13.03. Cooperation
in Syndication. (a) The Borrower agrees to use commercially reasonable efforts to assist the Lenders and the Administrative Agent,
upon reasonable request, in completing a Syndication. Such assistance may include (i) direct contact between senior management and advisors
of the Borrower and the proposed Lenders, (ii) assistance in the preparation of a confidential information memorandum and other marketing
materials to be used in connection with the Syndication, (iii) the hosting, with the Lenders and the Administrative Agent, of one or more
meetings of prospective Lenders or with the credit rating agencies, (iv) the delivery of appraisals reasonably satisfactory to the Lenders
and the Administrative Agent if required, and (v) working with the Lenders and the Administrative Agent to procure a rating for the Advances
by the credit rating agencies.


 


(b) The Lenders and the
Administrative Agent shall manage all aspects of any Syndication of the Advances, including decisions as to the selection of
institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will
participate, the allocations of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To
assist the Lenders and the Administrative Agent in their Syndication efforts, the Borrower agrees promptly to prepare and provide to
the Lenders and the Administrative Agent all information with respect to the Borrower, the Parent, the Sponsor, each Seller and the
Servicer contemplated hereby, including all financial information and projections (the “Projections”), as the
Lenders and the Administrative Agent may reasonably request in connection with the Syndication of the Advances. The Borrower hereby
represents and covenants that (i) all information other than the Projections (the “Information”) that has been or
will be made available to the Lenders and the Administrative Agent by the Borrower or any of their representatives is or will be,
when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially
misleading in light of the circumstances under which such statements are made and (ii) the Projections that have been or will be
made available to the Lenders and the Administrative Agent by the Borrower or any of its representatives have been or will be
prepared in good faith based upon reasonable assumptions. The Borrower understands that in arranging and syndicating the Advances,
the Administrative Agent, the Lenders and, if applicable, the credit rating agencies, may use and rely on the Information and
Projections without independent verification thereof.


 


 (c) If required in connection with the Syndication, the Borrower hereby agrees to:




 


(i)
deliver updated financial and operating statements and other information reasonably required by the Lenders and the Administrative Agent
to facilitate the Syndication;


 


(ii)
deliver reliance letters reasonably satisfactory to the Lenders and the Administrative Agent with respect to any environmental assessments
and reports delivered to the Lenders and the Administrative Agent, which will run to the Lender and their respective successors and assigns;


 


(iii)
execute modifications to the Facility Documents required by the Lenders, provided that such modification will not change any material
or economic terms of the Facility Documents, or otherwise materially increase the obligations or materially decrease the rights of the
Borrower pursuant to the Facility Documents; and


 


(iv) if the Lenders and the Administrative Agent elect, in their respective individual sole discretion, prior to or upon a Syndication, to
split the Advances into two or more parts, or any note into multiple component notes or tranches which may have different interest rates,
principal amounts, payment priorities and maturities, the Borrower agrees to cooperate with Lenders and the Administrative Agent, at no
cost or expense to the Borrower, in connection with the foregoing and to execute the required modifications and amendments to any note,
this Agreement and the other Facility Documents and to provide opinions necessary to effectuate the same. Such notes or components may
be assigned different interest rates, so long as (x) with respect to Class A Advances, the weighted average of such interest rates does
not exceed the Class A Interest and (y) with respect to Class B Advances, the weighted average of such interest rates does not exceed
the Class B Interest, in each case, without giving effect to any deviation attributable to the imposition of any Post-Default Rate or
prepayments pursuant to Section 2.06 hereof and without the prior consent of the Borrower and the Administrative Agent.


 


[Signature Pages to Follow]


 






    -110-


     


    

 


In
Witness Whereof, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


 


	 	Sezzle
    Funding SPE II, LLC, as borrower
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signature Page Revolving Credit and Security Agreement]





 






     


     


    

 


	 	Goldman
    Sachs Bank Usa,

  as administrative
    Agent and Class A
    Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signature Page Revolving Credit and Security Agreement]





 






     


     


    

 


	 	Bastion Consumer
    Funding II LLC, as Class B Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signature Page Revolving Credit and Security Agreement]




 






     


     


    

 


Schedule 1-A


 


Lenders – Percentage


 




	Lender	 	Percentage	 	 	Committed Facility Amount	 	 	Incremental Amount	 
	Goldman Sachs Bank Usa	 	 	77.78	%	 	$	97,220,000	 	 	$	97,220,000	 
	Bastion Consumer Funding II Llc	 	 	22.22	%	 	$	27,780,000	 	 	$	27,780,000	 
	Aggregate Percentage:	 	 	100	%	 	$	125,000,000	 	 	$	125,000,000	 




 






    Schedule 1-A-1


     


    

 


Schedule 1-B


 


Lenders – Class Percentages


 



	Class A Lender	 	Percentage of Class A Advances	 	 	Class A Committed Facility Amount	 	 	Class A Incremental Amount	 
	Goldman Sachs Bank Usa	 	 	100	%	 	$	97,220,000	 	 	$	97,220,000	 
	Total:	 	 	100	%	 	$	97,220,000	 	 	$	97,220,000	 




 


	Class B Lender	 	Percentage of Class B Advances	 	 	Class B Committed Facility Amount	 	 	Class B Incremental Amount	 
	Bastion Consumer Funding II Llc	 	 	100	%	 	$	27,780,000	 	 	$	27,780,000	 
	Total:	 	 	100	%	 	$	27,780,000	 	 	$	27,780,000	 




 






    Schedule 1-B-1


     


    

 


Schedule 2


 


Collateral Receivable


 


As used in this Agreement,
“Collateral Receivable” means a Receivable that at all times satisfies each of the following conditions, unless such
condition is expressly waived by the Administrative Agent in writing:


 


(a)
such Receivable was originated during the period beginning on January 1, 2021 and ending on the Scheduled Reinvestment Period Termination
Date;


 


(b)
such Receivable is serviced by the Servicer under the Servicing Agreement or by the Backup Servicer under the Backup Servicing Agreement;


 


(c)
the applicable Seller, the Borrower and the Servicer have, and had at the time such Receivable was originated, purchased or serviced,
as applicable, all material licenses and other governmental approvals required for the origination, purchase or servicing, as applicable,
of such Receivable;


 


(d)
the collection and servicing practices used since the origination of such Receivable have been (i) legal and customary in the consumer
retail installment financing and servicing industry, and (ii) in accordance with the terms of such Receivable;


 


(e)
by the related Purchase Date and on each relevant date thereafter the applicable Seller, the Borrower and the Servicer will have caused
the portions of their respective servicing records relating to such Receivable to be clearly and unambiguously marked to show that such
Receivable is owned by the Borrower and constitutes part of the Collateral;


 


(f)
(i) such Receivable does not contain any provisions pursuant to which installment payments are paid by any source other than the applicable
Obligor, (ii) all Collections relating to such Receivable are required pursuant to the terms of the relevant Contract to be directly deposited
into, and are directly deposited into, the Canadian Collection Account or the U.S. Collection Account, as applicable and (iii) such Receivable
is subject to a first priority perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties
(subject to Permitted Liens);


 


(g)
such Receivable was originated in, and is subject to the laws of, a jurisdiction under the laws of which the grant of the security interest
in such Receivable to the Administrative Agent hereunder is lawful, valid and enforceable;


 


(h)
such Receivable was originated by the applicable Seller in connection with the sale of goods or rendering of services by the related Merchant
in the ordinary course of business, such sale of goods or rendering of services has been consummated by the Merchant and the performance
of the Contract or other Related Documents with respect to such Receivable have been completed by the applicable Seller, the Merchant
and any other parties thereto (other than the payment in full thereof by the related Obligor);


 






    Schedule 2-1


     


    

 


(i)
such Receivable was originated by the applicable Seller in the ordinary course of its business (i) in accordance with the Credit Guidelines,
and (ii) in accordance with, and serviced in compliance with all requirements of Applicable Laws, including all applicable nondiscrimination,
usury, consumer credit laws, disclosure laws, MLA, SCRA, credit reporting laws and equal credit opportunity laws, as applicable to such
Receivable;


 


(j)
(i) the applicable Obligor had, as of the corresponding time of origination, the legal capacity to enter into such Receivable and to execute
and deliver the Related Documents related to such Receivable, and (ii) such Related Documents are enforceable against the applicable Obligor
(except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law
(to the extent not related to inequitable conduct of the Borrower)) and have been duly executed and delivered by the applicable Obligor;


 


(k)
each of the Related Documents related to such Receivable (i) is complete and, if applicable, such Related Documents include all amendments,
supplements and modifications thereto and (ii) is in form and substance reasonably satisfactory to the Administrative Agent;


 


(l)
the Servicer and the Backup Servicer are in possession of a copy of the Contract and each other Related Document on behalf of the Administrative
Agent and the Lenders and any original version or instrument of the relevant Contract are, or after giving effect to the Borrower’s
purchase of such Receivable, will be, in the possession of the Backup Servicer if it is not an electronic document;


 


(m)
the Related Documents related to such Receivable do not prohibit (nor require the related Obligor to consent to, or be notified of) the
transfer, pledge, sale or assignment of such Receivable and Related Documents or the rights and duties of the applicable Seller, the Borrower
or any transferee or assignee thereunder;


 


(n)
such Receivable was sold to the Borrower by the applicable Seller pursuant to the applicable Receivable Purchase Agreement, free and clear
of any Lien (other than Permitted Liens), defense, offset, counterclaim, recoupment or other adverse claim, in an arm’s length transaction
in exchange for payment of an amount which constitutes fair market value, fair consideration and reasonably equivalent value;


 


(o)
(i) at the time such Receivable was sold to the Borrower, the applicable Seller had good and indefeasible title to, and was the sole owner
of, such Receivable; and (ii) no Person has a Lien on or other interest in, or a participation in, or other right to receive, proceeds
of such Receivable (other than Permitted Liens);


 


(p)
(i) if such Receivable is a U.S. Receivable, such Receivable is denominated and payable in U.S. Dollars and (ii) if such Receivable is
a Canadian Receivable, such Receivable is denominated and payable in Canadian Dollars;


 


 (q) such
Receivable is an obligation of an Obligor that is an individual who (i) is domiciled in the United States of America or Canada;
(ii) is not a business, a corporation, institution or other legal entity; (iii) is not a Governmental Authority, and (iv) is not a Person
whose name appears on the “List of Specially Designated Nationals” and “Blocked Persons” maintained by the OFAC;




 






    Schedule 2-2


     


    

 


(r)
such Receivable has been fully disbursed and funded (and no obligation for making any future advance to the related Obligor exists or
is contemplated with respect to such Receivable);


 


(s)
except in the case of a Zero Down Receivable, the Obligor of such Receivable made the initial scheduled installment payment at the time
such Receivable was originated and such payment has cleared;


 


(t)
(i) at the time such Receivable was acquired by the Borrower, it was not defaulted or delinquent and (ii) on and after acquisition by
the Borrower, such Receivable is not a Delinquent Collateral Receivable or a Defaulted Collateral Receivable;


 


(u)
such Receivable was originated by the applicable Seller and sold by such Seller to the Borrower without any fraud or misrepresentation
on the part of such Seller or on the part of the related Obligor;


 


(v)
the Obligor of which is not deceased and is not the subject of (i) the filing by or against such Obligor of any proceeding in bankruptcy,
receivership, insolvency, reorganization, liquidation, conservatorship or any similar proceeding or the occurrence of any other Insolvency
Event or (ii) any assignment by such Obligor for the benefit of creditors;


 


(w)
with respect to which, neither the related Merchant nor the applicable Seller is liable to the Obligor for goods sold or services rendered
to the Obligor;


 


(x)
(i) except in the case of a Rescheduled Receivable, a Promotional Receivable or a Zero Down Receivable, such Receivable is payable in
four (4) equal, interest-free installments payable over a period not to exceed six (6) weeks, (ii) if such Receivable is a Rescheduled
Receivable (other than a Promotional Receivable or a Zero Down Receivable that is a Rescheduled Receivable, if applicable), such Receivable
is payable in four (4) equal, interest-free installments payable over a period not to exceed eight (8) weeks, (iii) if such Receivable
is a Promotional Receivable, such Receivable is payable in the number of installments over the term specified in the definition applicable
to such Promotional Receivable (or as specified in the written notice described in clause (b) of the definition of “Promotional
Receivable”), and (iv) if such Receivable is a Zero Down Receivable, such Receivable is payable in four (4) equal, interest-free
installments payable over a period not to exceed eight (8) weeks, unless such Zero Down Receivable is a Rescheduled Receivable, in which
case, such Zero Down Receivable is payable in four (4) equal, interest-free installments payable over a period not to exceed ten (10)
weeks, and in the case of each of clauses (i) through (iv), such Receivable is otherwise on terms and conditions that are reasonably acceptable
to the Administrative Agent;


 


 (y) (i)
the Obligor of such Receivable does not reside in a Contingent Jurisdiction, or (ii)  if the
Obligor of such Receivable resides in a Contingent Jurisdiction, then, (A) for a Receivable related to a Contract originated on or prior
to March 15, 2021, neither an Account Reactivation Fee nor a Rescheduling Fee has been charged and neither such fee is permitted to be
charged in respect to such related Contract or (B) the Receivable relates to a Contract originated after the date when the Administrative
Agent has approved (in writing) Contracts originated in a Contingent Jurisdiction, which approval shall not be unreasonably withheld;




 






    Schedule 2-3


     


    

 


(z)
(i) the Obligor of such Receivable does not reside in the Province of Saskatchewan, or (ii) if the Obligor of such Receivable resides
in the Province of Saskatchewan, the Borrower has delivered (or shall cause the Canadian Seller to deliver) evidence reasonably acceptable
to the Administrative Agent that the Canadian Seller has obtained all Governmental Authorizations or Private Authorizations necessary
to originate Receivables in the Province of Saskatchewan;


 


(aa)
such Receivable does not arise from product returns or exchanges with respect to the underlying sale;


 


(bb)
such Receivable is not a Receivable for which the Administrative Agent in its good faith business judgment determines collection to be
doubtful;


 


 (cc) such Receivable is not subject to a Regulatory Event;




 


 (dd) the Original Receivable Balance of such Receivable does not exceed $2,500;




 


(ee)
such Receivable and the applicable Related Documents have not been subject to a Material Modification (other than a Rescheduled Receivable)
and such Receivable has not otherwise been modified or re-aged except in accordance with the Servicing Guide and with the prior written
consent of the Administrative Agent;


 


(ff)
all information provided to the Administrative Agent as to such Receivable (including, but not limited to, information relating to the
purchase and servicing of such Receivable) is true and correct in all material respects (without duplicating any materiality qualifiers
therein);


 


(gg)
no selection procedures were used by the Borrower with respect to such Receivable that are adverse in any material respect to the interests
of the Secured Parties;


 


(hh)
each representation and warranty contained in this Agreement with respect to such Receivable shall be true and correct in all material
respects (except to the extent any such representation or warranty is already qualified by materiality, in which case such representation
and warranty shall be true and correct in all respects);


 


(ii)
if such Receivable is a (i) U.S. Receivable, it constitutes an “account”, “payment intangible”, “instrument”
or proceeds thereof within the meaning of the UCC, or (ii) Canadian Receivable, it constitutes an “account” within the meaning
of the PPSA, in each case of (i) and (ii), does not constitute “electronic chattel paper” or “chattel paper” within
the meaning of the UCC or PPSA, as applicable;


 






    Schedule 2-4


     


    

 


(jj)
(ii) with respect to which the Borrower has a valid and binding ownership interest in such Receivable its entirety (and not a fractional
interest in such Receivable);


 


(kk)
such Receivable was originated without discrimination against the applicable Obligor based upon race, color, religion, national origin,
sex, marital status, age (other than confirming such Obligor was not a minor);


 


(ll)
if a FICO Score was obtained for the relevant Obligor, the Obligor of which had a FICO Score obtained at the time of origination thereof
of at least the minimum FICO Score required pursuant to the Credit Guidelines; and


 


(mm)
the purchase of such Receivable by the Borrower would not cause the number of Contracts related to the Receivables sold to the Borrower
on a given day (or other interval) for which a FICO Score was obtained with respect to the relevant Obligor to be less than five percent
(5%) of the aggregate number of Contracts related to the Receivables sold to the Borrower on such day (or for such other interval);


 


provided, that any Collateral Receivable
shall only consist of those Receivables which have been fully earned.


 






    Schedule 2-5


     


    

 


Schedule 3


 


Notice Information


 


	If to the Administrative Agent or any Lender:	 	Goldman Sachs Bank USA
	 	 	200 West Street
	 	 	New York, NY 10282
	 	 	Attention: Mortgage Trading/Warehouse Lending and
	 	 	IBD Structured Finance Group
	 	 	 Telephone No.: [***]
	 	 	Email: [***], [***] and [***]
	 	 	 
	with copies (which shall not constitute notice) to:	 	Goldman Sachs Warehouse Lending
	 	 	 2001 Ross Avenue, Suite 2800
	 	 	 Dallas, TX 75201
	 	 	Attention: Jeff Hartwick, Peter McGrane and Mohamad Kaafarani
	 	 	Telephone No.: [***], [***] and [***]
	 	 	Email: [***], [***] and [***]
	 	 	 
	If to the Borrower:	 	Sezzle Funding SPE II, LLC 
	 	 	251 1st Avenue North, Suite 200
	 	 	Minneapolis, MN 55401
	 	 	Attention: Karen Hartje
	 	 	Telephone No: [***]
	 	 	Email: [***]




 



    Schedule 3-1


     


    

 


Schedule 4


 


Account Details


 


	Canadian Collection Account	 	BENEFICIARY BANK : Bank of Montreal
	 	 	S.W.I.F.T Code: [***]
		 	Beneficiary Transit # [***]
		 	Beneficiary Account # [***]
		 	Full Name of Beneficiary : SEZZLE FUNDING SPE
    II, LLC
	 	 	 
		 	Bank of Montreal
		 	Greater Toronto Area
	 	 	Commercial Banking District
		 	BMO Financial Group Centre
	 	 	6605 Hurontario St. Suite 200
		 	Mississauga, Ontario
		 	L5T 0A4
		 	Tel. No. [***]
		 	Fax.No. [***]
	 	 	Email: [***]
		 	 
	U.S. Collection Account	 	Domestic Wire Instructions:
		 	
	 	 	First PREMIER Bank Account Title: Sezzle Funding SPE
    II LLC
		 	First PREMIER Bank Account Number: [***]
	 	 	ABA / Routing Number: [***]
		 	 
		 	Foreign Wire Instructions:
		 	 
	 	 	Intermediary Bank: Wells Fargo Bank Intl, San Francisco
		 	SWIFT Code: WFBIUS6S
	 	 	Primary Beneficiary: First PREMIER Bank
		 	Primary Beneficiary ABA: [***]
	 	 	Beneficiary Customer: Sezzle Funding SPE II LLC
		 	Beneficiary Customer Account Number: [***]
		 	 
		 	First PREMIER Bank
		 	400 S. Sycamore Avenue, Suite 101
		 	Sioux Falls, SD 57110



 



    Schedule 4-1


     


    

 


Schedule 5


 


Credit Guidelines


 


(See attached)


 


 


 


 


 


 


 


 


 






    Schedule 5-1


     


    

 


Schedule 6


 


Servicing Guide


 


(See attached)


 


 


 


 


 


 


 


 


 


 


 


 


 



    Schedule 6-1


     


    

 


Schedule 7


 


Data Tape Information


 


unique_loan_identifier


merchant_name


business_category


business_sub_category


order_origination


cutoff


original_loan_amount


down_payment_amount


original_total_loan_balance


original_base_amount


outstanding_total_loan_balance


outstanding_base_amount


length_of_loan_term_in_week


product_type


loan_disperesed_to_merchant


gross_loan_yield


merchant_discount


country_code


unique_borrower_identified


geographical_state_of_borrower_at_origination


current_status


days_overdue_past_last_invoice_paid_in_full


refund_customer_payable


outstanding_fees_balance


portion_of_payments_made_allocated_to_fees


amount_of_fees_charged_off


portion_of_payments_made_allocated_to_principal


funds_returned_to_borrower_allocated_to_principal


charged_off_date


amount_of_pricipal_charged_off


adjusted_principal


adjusted_total_payment_amount


raw_outstanding_base_amount


rescheduled_count


user_order_number


sezzle_spend_used


fico_score


ebureau_score


deceased_or_bankrupt


down_payment_not_received


prior_loan_charged_off


 






    Schedule 7-1


     


    

 


Schedule 8


 


Form of Biweekly Report


 


(See attached)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    Schedule 8-1


     


    

 


Schedule 9


 


Competitors


 


		1.	AfterPay






		2.	ZIP






		3.	OpenPay






		4.	LayBuy






		5.	Klarna






		6.	Affirm



 


Remainder of page intentionally blank.


 






    Schedule 9-1


     


    

 


Schedule 10


 


Post-Closing Compliance Requirements


 


(1)
The Sponsor shall have revised its Unfair Deceptive or Abusive Acts or Practices (“UDAAP”) policy to (i) provide an
explanation of how each element thereof actually works in practice, (ii) provide examples thereof relevant to the Sponsor’s products
and services, (iii) describe how the Sponsor ensures compliance with such UDAAP policy and (iv) discuss whether and how the Sponsor analyzes
consumer complaints for potential UDAAPs;


 


(2)
The Sponsor shall have reviewed its Truth in Lending Act (“TILA”) disclosures (e.g., disclosure of creditor, narrative
format of payment schedule and undefined purchase amount) in respect of its Contracts offered to Obligors in respect of Receivables payable
in six (6) equal, interest-free installments (including Bass Pro Shops Receivables) in consultation with legal counsel and shall have
made revisions to such disclosures as such counsel may recommend to ensure compliance with TILA;


 


(3)
The Sponsor shall have developed and implemented a refund policy that describes its processes for effectuating refunds to Obligors by
Merchants both in the U.S. and Canada;


 


(4)
The Sponsor shall have conducted a review of applicable state-specific disclosures required to be included in a Contract (at minimum (i)
for all jurisdictions in which the Sponsor is licensed and (ii) with respect to Contracts offered to Obligors in respect of Receivables
payable in six (6) equal, interest-free installments (including Bass Pro Shops Receivables), in states that have adopted the Uniform Consumer
Credit Code) and implement any required changes;


 


(5)
The Sponsor shall have memorialized in writing its existing onboarding and oversight processes for Merchants in a comprehensive “Merchant
Policy”, that provides for, among other things, the scope of onboarding reviews of Merchants, review of Merchant eligibility per
the Sponsor’s “Authorized Use Policy”, the training of Merchant analysts, Merchant escalations, on-going oversight activities
conducted, and off-boarding or termination of Merchants;


 


(6)
The Sponsor shall have developed and implemented a complaint policy that details its handling of Obligor complaints, including review
of Obligor complaints, disposition, and trending / root cause analysis;


 


 (7) The Sponsor shall have implemented change management policies and procedures;




 


(8)
The Sponsor shall have revised its “Hardship Policy” to state that fees will not be charged in the Province of Quebec;


 


(9)
The Sponsor shall have revised its “Data Privacy Policy” to describe what information the Sponsor receives from and provides
to Merchants, and how such information may be processed by each of the Sponsor and such Merchants and the Sponsor shall have included
provisions in each of the Sponsor’s agreements with such Merchants that restricts the use of such information by such Merchants solely to the purpose for such disclosure;
and


 


(10)
The Sponsor shall have revised its “Data Privacy Policy” to fully describe what personal information in respect of any Obligor
the Sponsor collects, how that information may be used and disclosed, and any options the user of such information may have, with particular
consideration to the Sponsor’s practices with respect to fraud prevention and data sharing with Merchants. Any instances where the
Sponsor’s “Data Privacy Policy” does not reflect its actual practices (e.g., statements that the Sponsor may draw on
bank accounts absent a pre-authorized debit agreement), shall have been aligned with actual practice.


 


(11)
The Sponsor shall have revised the “Initial Statement” in respect of each Contract for a Canadian Receivable to disclose the
“Outstanding Balance” and “Loan Amount” instead of the “Payment Schedule” referred to therein and
the Administrative Agent shall have received a form of e-mail communication sent to Obligors containing their Contract for such Canadian
Receivables, each in form and substance reasonably satisfactory to the Administrative Agent.


 



    Schedule 10-1


     


    

 


Exhibit
B


 


Marked
Sponsor Indemnity Agreement


 


(See
attached) 


 






    


     


    






 


Execution
VersionCONFORMED COPY – NOT EXECUTED IN THIS FORM


Incorporating Amendment No.
1 to Limited Guaranty and Indemnity Agreement, dated as of February 25, 2022.


 


Limited
Guaranty and Indemnity Agreement


 


This Limited
Guaranty and Indemnity Agreement
(as amended, restated, supplemented or otherwise modified from time to time, this “Limited Guaranty”) is executed as
of February 10, 2021, by Sezzle Inc., a Delaware
corporation (“Limited Guarantor”), for the benefit of Goldman Sachs
Bank USA, as administrative agent (together with its successors and assigns, the “Administrative
Agent”) on behalf of the Secured Parties under that certain Revolving Credit and Security Agreement, dated as of the date hereof,
among Sezzle Funding SPE II, LLC, a Delaware limited liability company, as borrower (the “Borrower”), the Administrative
Agent, and each of the Lenders party thereto from time to time (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”).


 


Witnesseth:


 


Whereas,
pursuant to the Credit Agreement, the Lenders have agreed to provide a revolving credit facility to Borrower (the “Loan”);


 


WHEREAS, Limited Guarantor is the direct owner
of 100% of the legal and beneficial equity interests in Sezzle Funding SPE II Parent, LLC, a Delaware limited liability company (“Parent”);


 


Whereas,
Parent is the direct owner of 100% of the legal and beneficial equity interests in Borrower;


 


Whereas,
Limited Guarantor will obtain substantial direct and indirect benefits from the Loan, and to induce the Lenders to make the Loan under
the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Limited
Guarantor has agreed to provide the limited guaranty and undertaking set forth herein in favor of the Secured Parties; and


 


Whereas,
it is a condition precedent to the obligation of the Lenders to maintain the Loan under the Credit Agreement that Limited Guarantor execute
and deliver this Limited Guaranty to the Secured Parties.


 


Now,
Therefore, as an inducement to the Lenders to make the Loan and for other good and valuable
consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:


 


1.
Definitions.


 


(a) Capitalized terms used herein and not otherwise defined shall have the meanings set forth
in the Credit Agreement. The rules of construction set forth in Sections 1.02 and 1.03 of the Credit Agreement shall be applicable
to this Limited Guaranty.


 



     


     


    

 


(b) For
purposes of this Limited Guaranty, the term “Guaranteed Obligations” means any loss, damage, penalty, action, judgment,
suit, cost, expense, disbursement, liability, settlement, claim or other obligation (collectively, “Losses”) incurred
by any Secured Party (including but not limited to reasonable out-of-pocket attorneys’ fees and costs) arising out of or in connection
with any of the following events in clauses (A) through (J) (each, a “Subject Action”):


 


(A) fraud,
malfeasance, misrepresentation, gross negligence, misappropriation of funds, noncompliance with Applicable Law, willful misconduct or
bad faith by any of Borrower, Parent, Canadian Seller or Limited Guarantor (whether in its capacity as U.S. Seller, Servicer or otherwise)
(each, a “Related Party”) in connection with the Loan or any Facility Document;


 


(B) (w)
any incurrence of indebtedness by Borrower or the Parent other than pursuant to the Credit Agreement or as permitted under the Facility
Documents; (x) any consensual lien or encumbrance on, or any removal, disposal, transfer, sale, assignment or disposition by a Related
Party of, any property of Borrower or Parent, as applicable, other than pursuant to the Credit Agreement or as permitted under the Facility
Documents; (y) any failure to vest, or delay in vesting, in the Administrative Agent (for the benefit of the Secured Parties) a perfected
security interest in the Collateral (as defined in each of the Credit Agreement and the Parent Pledge and Guaranty Agreement) free and
clear of Liens to the extent that such failure is caused by a Related Party; or (z) the failure to file, or any delay in filing, financing
statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or any other
Applicable Law with respect to any Collateral, whether at the time of any Advance or at any subsequent time to the extent that such failure
is caused by or under the control of a Related Party;


 


(C) (x)
any petition for bankruptcy, insolvency, dissolution or liquidation under the Bankruptcy Code or any similar federal or state law with
respect to Borrower or Parent is (1) filed by a Related Party or (2) other than if such petition was filed by any Secured Party or objection
is prohibited under Applicable Law, consented to, or acquiesced in by a Related Party, (y) any Related Party shall have colluded with
other creditors to cause an involuntary bankruptcy filing with respect to Borrower or Parent, or (z) Borrower or Parent fails to comply
with, and to at all times have complied with, the covenants of Borrower set forth in Section 5.03 of the Credit Agreement or of Parent
set forth in Section 5.06 of the Parent Pledge and Guaranty Agreement, which failure results in a substantive consolidation of Borrower
or Parent with any other affiliate of Borrower or Parent in a bankruptcy or similar proceeding;


 


(D) the
Borrower (x) becoming taxable as a partnership, corporation or publicly traded partnership taxable as a corporation for U.S. federal income
tax purposes; or (y) being subject to withholding taxes, including any withholding taxes imposed, charged, levied or payable on the Canadian
Receivables under Part XIII of the Income Tax Act (Canada), or incurring liability for failure to withhold taxes;


 


(E) (y)
the misapplication, misappropriation, or conversion or by any Related Party of any Collections or other Collateral either (1) to the benefit
of any Person other than Borrower or (2) in contravention of the Facility Documents or (z) the commingling of Collections or other Collateral
at any time with other funds of a Related Party except as expressly authorized by the Facility Documents;


 



    2


     


    

 


(F) any
intentional act or grossly negligent or willful omission by any Related Party in violation of the Facility Documents which has the effect
of reducing or impairing the Collateral or the rights of the Administrative Agent or the other Secured Parties with respect thereto;


 


(G) any
Related Party shall assert any claim, defense or offset against any Secured Party that such Related Party expressly waived or agreed not
to assert pursuant to the Facility Documents;


 


(H) in
any judicial proceeding, any Related Party makes application to a court to declare that (x) all or any portion of the Lien of the Administrative
Agent or obligation of the Borrower to pay principal or interest on or in respect of the Advances under the Credit Agreement as specified
therein be rescinded, set aside or determined to be void or unenforceable or (y) any of the terms of the Facility Documents be modified
without the consent of the Administrative Agent and the Lenders or the consent of each Person whose consent is required by the terms of
such Facility Document;


 


(I) (w)
the breach by a Related Party of any representation, warranty or covenant in the Credit Agreement or any Facility Document which has a
Material Adverse Effect on the Collateral; (x) any amendment of any Constituent Documents of the Borrower or Parent in violation of the
Facility Documents; (y) the occurrence of a Change of Control without the Administrative Agent’s prior written consent, or (z) the
occurrence of a Limited Guaranty Event of Default; or


 


(J) an
actual, pending or threatened Regulatory Proceeding against any Related Party, the Administrative Agent or any Lender affecting any Related
Party or the Collateral.


 


(c)
As used herein, the following terms have the following meanings:


 


“Amendment No. 3 Effective Date”
means February 25, 2022.


 


“Cash
Equivalent” means (a) securities with maturities of 90 days or less from the date of acquisition issued or fully
guaranteed or insured by the government of the United States or any agency thereof, (b) certificates of deposit and Eurodollar time
deposits with maturities of 90 days or less from the date of acquisition and overnight bank deposits of any commercial bank having
capital and surplus in excess of $500,000,000, (c) repurchase obligations of any commercial bank satisfying the requirements of
clause (b) of this definition, having a term of not more than seven days with respect to securities issued or fully guaranteed or
insured by the government of the United States, (d) commercial paper of a domestic issuer rated at least A-1 or the equivalent
thereof by S&P and P-1 or the equivalent thereof by Moody’s and in either case maturing within 90 days after the day of
acquisition, (e) bonds and similar debt instruments that constitute “securities” under the Securities Act of 1933 (as
amended), are freely tradable on any nationally recognized securities exchange and can be liquidated within five (5) Business Days,
(f) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a)
through (e) of this definition or (g) investments in money market or common trust funds having a rating from each of Moody’s
and S&P in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted
thereby.


 



    3


     


    

 


“Comparable Guaranty”
means with respect to any Person, any agreement of such Person for the benefit of any third party in connection with any indebtedness
for borrowed money.


 


“Financial
Covenant Modification Period” means the period beginning on the Amendment No. 3 Effective Date and ending on the earliest
of (a) the occurrence of an Unmatured Event of Default, Accelerated Amortization Event or Event of Default, (b) the Zip Acquisition Effective
Date, (c) the termination of the Zip Acquisition Agreement and (d) August 31, 2022 (which, in the case of this clause (d), may be extended
by up to two one-month periods if the Administrative Agent determines in its reasonable discretion that the Zip Acquisition Effective
Date will occur during either such one-month period).


 


“Leverage Ratio” means,
as of the end of each fiscal quarter, the ratio of (a) total consolidated indebtedness for borrowed money for Limited Guarantor and its
subsidiaries on a consolidated basis as of such day to (b) the Tangible Net Worth for Limited Guarantor and its subsidiaries on a consolidated
basis as of such day.


 


“Net Worth” means,
with respect to Limited Guarantor and its subsidiaries on a consolidated basis, the excess of total assets of over total liabilities and
reserves, as determined in accordance with GAAP based on the most recent balance sheet of Limited Guarantor delivered pursuant to Section
9(a) hereof.


 


“Proceeding” means
any decree, directive, enactment, finding, guideline, law, injunction, interpretation, judgment, order, ordinance, policy statement, proclamation,
promulgation, regulation, requirement, rule, rule of law, rule of public policy, statute or writ, in each case, by a Governmental Authority
in connection with any action, suit, proceeding, investigation, claim, allegation or adverse determination by or before a Governmental
Authority.


 


“Regulatory Proceeding”
means any of the following: any Proceeding, including but not limited to any consumer lending or consumer protection Proceeding; truth-in-lending
Proceeding; fair lending Proceeding; predatory or abusive lending Proceeding; unfair collection practices Proceeding; equal credit opportunity
Proceeding; privacy of information Proceeding; consumer regulatory Proceeding; Proceeding claiming that any Related Party fails to hold
any licenses required under Applicable Law; any Proceeding involving a claim that the rate of interest charged or fees charged on any
Receivable exceeds the rate or fees permitted under any state or local law.


 


“Tangible Net Worth”
means, as of any date of determination, the consolidated Net Worth of Limited Guarantor less the consolidated net book value of all assets
of Limited Guarantor and its subsidiaries on a consolidated basis (to the extent reflected as an asset in the consolidated balance sheet
of Limited Guarantor at such date), which will be treated as intangibles under GAAP.


 



    4


     


    

 


“Unrestricted Cash”
means, with respect to Limited Guarantor and its consolidated subsidiaries, as of any date of determination, the cash and Cash Equivalents
of Limited Guarantor and its consolidated subsidiaries that, in accordance with GAAP, is reflected on the consolidated balance sheet of
Limited Guarantor, but only to the extent that such cash and cash equivalents (or any deposit account or securities account in which such
cash and cash equivalents are held) are not controlled by or subject to any Lien or other preferential arrangement in favor of any creditor.


 


“Zip” means Zip Co Limited,
an Australian public company limited by shares.


 


“Zip Acquisition
Agreement” means that certain merger agreement by and among, inter alios, Zip (and/or its wholly owned direct or indirect
subsidiary), as purchaser, and the Sponsor, as seller.


 


“Zip Acquisition
Effective Date” means the date that the transactions contemplated under the Zip Acquisition Agreement have been consummated
in accordance with the terms thereof.


 


2. Limited
Guaranty; Indemnity. Limited Guarantor hereby, unconditionally and irrevocably, guarantees to the Secured Parties and their successors,
endorsees, transferees and assigns the prompt and complete payment and performance of the Guaranteed Obligations, and hereby agrees that
it shall be fully liable for, and shall indemnify and hold the Secured Parties harmless from and against, all Losses arising as a result
of a Subject Action. Limited Guarantor shall have no liability to the Secured Parties under this Limited Guaranty absent the occurrence
of a Subject Action. Limited Guarantor further agrees to pay, as and when incurred, any and all reasonable and documented expenses (including,
without limitation, all reasonable and documented out-of-pocket fees and disbursements of counsel) which are incurred by any Secured Party
in enforcing any rights with respect to, or collecting, any or all of the Guaranteed Obligations and/or enforcing, or obtaining advice
of counsel in respect of, any rights with respect to, or collecting against, Limited Guarantor under this Limited Guaranty.


 


3. Subrogation. Upon making any
payment hereunder, Limited Guarantor shall be subrogated to the rights of the Secured Parties against Borrower and any Collateral
under the Facility Documents for any Guaranteed Obligations with respect to such payment; provided that Limited Guarantor
shall not seek to enforce any right or receive any payment by way of subrogation until all Obligations have been paid in full (other
than contingent indemnity obligations not yet due and owing). Until one year and one day after payment of the full amount and
discharge of all Obligations, the performance of all of Limited Guarantor’s obligations hereunder and the termination of this
Limited Guaranty, neither any payment made by or for the account of Limited Guarantor nor any performance or enforcement of any
obligation pursuant to this Limited Guaranty shall entitle Limited Guarantor by subrogation, indemnity, exoneration, reimbursement,
contribution or otherwise to any payment by Borrower or to any payment from or out of any property of Borrower, and Limited
Guarantor shall not exercise any right or remedy against Borrower or any property of Borrower by reason of any performance by
Limited Guarantor of this Limited Guaranty. If any amount shall be paid to Limited Guarantor on account of such subrogation rights
at any time when all of the Obligations shall not have been paid in full or performed, such amount shall be held in trust for the
benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied upon the Obligations,
whether matured or unmatured, in accordance with the terms of this Limited Guaranty.


 



    5


     


    

 


4. Amendments,
etc. Limited Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Limited Guarantor,
and without notice to or further assent by Limited Guarantor, any demand for payment of any of the Obligations made by the Secured Parties
may be rescinded by the Secured Parties, and any of the Obligations continued, and the Obligations, or the liability of any other party
upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time
to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the
Secured Parties, and the Credit Agreement, and the other Facility Documents and any other document in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Secured Parties may deem advisable
from time to time, and any collateral security, guarantee or right of offset at any time held by the Secured Parties for the payment of
the Obligations may be sold, exchanged, waived, surrendered or released. No Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the Obligations or for this Limited Guaranty or any property subject
thereto.


 


5. Limited Guaranty Absolute and
Unconditional. (a) Limited Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Secured Parties upon this Limited Guaranty or acceptance of this Limited
Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance
upon this Limited Guaranty; and all dealings between Borrower or Limited Guarantor, on the one hand, and the Secured Parties, on the
other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guaranty. Limited
Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or the
Limited Guaranty with respect to the Guaranteed Obligations. This Limited Guaranty shall be construed without regard to (i) the
validity or enforceability of the Credit Agreement, the other Facility Documents, any of the Obligations or any collateral security
therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Secured Parties, (ii) any
defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be
asserted by it or Borrower against the Secured Parties, or (iii) any other circumstance whatsoever (with or without notice to or
knowledge of Borrower or Limited Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge
of Borrower for the Obligations, or of Limited Guarantor under this Limited Guaranty, in bankruptcy or in any other instance. When
pursuing its rights and remedies, including but not limited to making a demand, hereunder against Limited Guarantor, the Secured
Parties may, but shall be under no obligation, to pursue such rights and remedies that they may have against Borrower, Limited
Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with
respect thereto, and any failure by the Secured Parties to pursue such other rights or remedies or to collect any payments from
Borrower, Limited Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of Borrower or any such other Person or any such collateral security, guarantee or right of
offset, shall not relieve Limited Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Secured Parties against Limited Guarantor. For the purposes hereof,
“demand” shall include the commencement and continuance of any legal proceedings. This Limited Guaranty shall remain in
full force and effect and be binding in accordance with and to the extent of its terms upon Limited Guarantor and its successors and
assigns thereof, and shall inure to the benefit of the Secured Parties, and their successors, endorsees, transferees and assigns,
until all the Obligations and the obligations of Limited Guarantor under this Limited Guaranty shall have been satisfied by payment
in full, notwithstanding that from time to time during the term of the Credit Agreement Borrower may be free from any
Obligations.


 



    6


     


    

 


(b) Without
limiting the generality of the foregoing, Limited Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative
Agent and the Lenders as follows:


 


(i) To
the extent permitted by law, Limited Guarantor hereby waives any defense arising by reason of, and any and all right to assert against
the Secured Parties any claim or defense based upon, an election of remedies by the Secured Parties which in any manner impairs, affects,
reduces, releases, destroys and/or extinguishes Limited Guarantor’s subrogation rights, rights to proceed against Borrower or any
other guarantor for reimbursement or contribution, and/or any other rights of Limited Guarantor to proceed against Borrower, against any
other guarantor, or against any other Person or security.


 


(ii) Limited
Guarantor is presently informed of the financial condition of Borrower and of all other circumstances which diligent inquiry would reveal
and which bear upon the risk of nonpayment of the Obligations. Limited Guarantor hereby covenants that it will make its own investigation
and will continue to keep itself informed of the financial condition of Borrower, of all other circumstances which bear upon the risk
of nonpayment and that it will continue to rely upon sources other than the Secured Parties for such information and will not rely upon
the Secured Parties for any such information. Absent a written request for such information by Limited Guarantor to the Secured Parties,
Limited Guarantor hereby waives its right, if any, to require the Secured Parties to disclose to Limited Guarantor any information which
the Secured Parties may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release
of or revocation by any other guarantor.


 


(iii) Limited
Guarantor has independently reviewed the Credit Agreement and the other Facility Documents and has made an independent determination as
to the validity and enforceability thereof, and in executing and delivering this Limited Guaranty to the Administrative Agent on behalf
of the Secured Parties, Limited Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or
perfection of any Liens or security interests of any kind or nature granted by Borrower or any other guarantor to the Administrative Agent
or the Secured Parties, now or at any time and from time to time in the future.


 



    7


     


    

 


6. Reinstatement. This Limited
Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any
of the Obligations is rescinded or must otherwise be restored or returned by the Secured Parties upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of Borrower or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, Borrower or any substantial part of its property, or otherwise, all as though
such payments had not been made.


 


7. Payments.
Limited Guarantor shall pay any Guaranteed Obligations within five (5) Business Days of receipt from the Administrative Agent of a written
notice (a “Notice of Loss”) of the occurrence of a Subject Action and Loss. Limited Guarantor hereby agrees that the
Guaranteed Obligations will be paid to the Secured Parties or to the Administrative Agent on the Secured Parties’ behalf without
deduction, abatement, recoupment, reduction, set-off, suspension, deferment or counterclaim in U.S. Dollars and in accordance with the
wiring instructions provided by the Administrative Agent.


 


8. Representations
and Warranties. Limited Guarantor represents and warrants as of the date hereof and as of the date each Loan is made that:


 


(a) Legal
Status. Limited Guarantor is duly organized and existing and in good standing under the laws of its jurisdiction of organization,
and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in
which such qualification or licensing is required or in which the failure to so qualify or to be so licensed could reasonably be expected
to result in a Material Adverse Effect on Limited Guarantor. Limited Guarantor has the corporate power and authority to execute and deliver,
and perform its obligations under, this Limited Guaranty.


 


(b) Authorization
and Validity. This Limited Guaranty has been duly authorized by Limited Guarantor, and upon its execution and delivery in accordance
with the provisions hereof will constitute a legal, valid and binding agreement and obligation of Limited Guarantor, enforceable in accordance
with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in
equity or at law.


 


(c) No
Violation. The execution, delivery and performance by Limited Guarantor of this Limited Guaranty does not violate any provision of
any law or regulation, or contravene any provision of the Constituent Documents of Limited Guarantor, nor will it result in any breach
of or default under any contract, obligation, indenture or other instrument to which Limited Guarantor is a party or by which Limited
Guarantor may be bound.


 


(d) Litigation.
There are no pending or threatened actions, claims, investigations, suits or proceedings by or before any Governmental Authority, arbitrator,
court or administrative agency that could reasonably be expected to result in a Material Adverse Effect on Limited Guarantor.


 



    8


     


    

 


(e) Correctness of Financial Statement.
The audited annual financial statements of Limited Guarantor dated December 31, 2019 and all interim quarterly financial statements
delivered by Limited Guarantor to the Administrative Agent prior to the date hereof, (i) present fairly in all material respects the
financial condition of Limited Guarantor as of the applicable date set forth therein, (ii) disclose all liabilities of Limited
Guarantor as of such date that are required to be reflected or reserved against under GAAP, whether liquidated or unliquidated,
fixed or contingent, and (iii) have been prepared in accordance with GAAP consistently applied (subject, in the case of any
quarterly financial statements, to the absence of footnotes and year-end audit adjustments). Since the dates of such financial
statements, no event has occurred that has resulted in a Material Adverse Effect on Limited Guarantor.


 


(f) Fraudulent
Conveyance. Limited Guarantor does not intend to incur, nor does it believe that it has incurred, debts beyond its ability to pay
such debts as they mature. Limited Guarantor is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation
proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of itself, any of its subsidiaries
or any of their respective assets.


 


(g) Tax
Returns and Tax Liability. Limited Guarantor has filed its required income tax returns, and has no knowledge of any pending assessments
or adjustments of its income tax payable with respect to any year.


 


(h) No
Subordination. There is no agreement, indenture, contract or instrument to which Limited Guarantor is a party or by which Limited
Guarantor may be bound that requires the subordination in right of payment of Limited Guarantor’s obligations subject to this Limited
Guaranty to any other obligation of Limited Guarantor.


 


(i) Permits,
Franchises. Limited Guarantor possesses all permits, consents, approvals, franchises and licenses required and rights to all trademarks,
trade names, patents, and fictitious names, if any, in each case, necessary to enable it to conduct the business in which it is now engaged.


 


(j) ERISA.
Limited Guarantor is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security
Act of 1974, as amended or recodified from time to time (“ERISA”) and does not maintain and is not required to contribute
to any employee benefit plan (as defined in ERISA).


 


(k) Anti-Money
Laundering. (x) To the extent applicable, Limited Guarantor is in compliance in all respects with the regulations and rules promulgated
by OFAC, including the Subject Laws (y) Limited Guarantor has adopted internal controls and procedures designed to ensure its continued
compliance with the applicable provisions of the Subject Laws and to the extent applicable, will adopt procedures consistent with the
PATRIOT Act and implementing regulations, and (z) to the knowledge of Limited Guarantor (based on the implementation of its internal procedures
and controls), no direct investor in Limited Guarantor is a Person whose name appears on the “List of Specially Designated Nationals”
and “Blocked Persons” maintained by the OFAC.


 


(l)
Solvency. Limited Guarantor is Solvent.


 



    9


     


    

 


9. Covenants.
(a) Limited Guarantor shall deliver or cause to be delivered to the Administrative Agent:




 


(i) the
financial statements and other information and document set forth in Sections 5.01(d)(i), 5.01(d)(ii) and 5.01(d)(iii) of the Credit Agreement;
and


 


(ii) any
other financial information regarding Limited Guarantor reasonably requested by the Administrative Agent.


 


(b) Limited Guarantor covenants and agrees that
it will not change its legal name or jurisdiction of registration without having provided to the Administrative Agent thirty (30)
days’ prior written notice together with such other information as the Administrative Agent may reasonably request in
connection with its “know your client” compliance analysis.


 


(c) Limited
Guarantor shall maintain adequate books and records in accordance with GAAP consistently applied in order to reflect accurately in all
material respects all financial activity of Limited Guarantor. Limited Guarantor shall permit any representative of the Administrative
Agent jointly with, at the invitation of the Administrative Agent, any Lender, during normal business hours and upon reasonable advance
notice, to inspect, audit and examine such books and records, to make copies of the same, and to inspect the properties of Limited Guarantor.
Limited Guarantor shall be responsible for the reasonable and documented fees and expenses for such audits.


 


(d) Limited
Guarantor shall pay and discharge or cause to be paid and discharged, when due all taxes, assessments and governmental charges or levies
imposed upon Limited Guarantor or upon Limited Guarantor’s income and profits or upon any of Limited Guarantor’s property,
real, personal or mixed or upon any part thereof, as well as any other lawful claims which, if unpaid, might become a lien upon such properties
or any part thereof, except for any such taxes, assessments and governmental charges, levies or claims as are appropriately contested
in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are provided. Limited Guarantor
shall file, or cause to be filed on behalf of Limited Guarantor on a timely basis all federal and other material tax returns.


 


(e) Limited
Guarantor shall promptly inform the Administrative Agent in writing of any of the following:


 


(i) Any
default or breach by Limited Guarantor of any obligation hereunder, or the occurrence or existence of any event or circumstance that Limited
Guarantor reasonably expects will, with the passage of time, become a default or breach by Limited Guarantor;


 


(ii) Any
dispute, licensing issue, litigation, investigation, proceeding or regulatory suspension between Limited Guarantor, on the one hand, and
any Governmental Authority or any other Person, on the other hand, that could reasonably be expected to result in a Material Adverse Effect
on Limited Guarantor;


 


(iii) Any
material change in accounting policies or financial reporting practices of Limited Guarantor; and


 


(iv) Any event, circumstance or condition
that has resulted in, or has a reasonable likelihood of resulting in, a Material Adverse Effect on Limited Guarantor.


 



    10


     


    

 


(f) Limited
Guarantor shall maintain all licenses, permits or other approvals necessary for Limited Guarantor to conduct its business and to perform
its obligations under this Limited Guaranty, and Limited Guarantor shall conduct its business in accordance with Applicable Law in all
material respects.


 


(g) Limited
Guarantor shall not make any material change in the accounting policies or financial reporting practices of Limited Guarantor or its subsidiaries,
except to the extent such change is permitted by GAAP, consistently applied.


 


(h) Subject
to Section 12.03 of the Credit Agreement, any payments made by Limited Guarantor to the Secured Parties shall be made in Dollars and shall
be free and clear of, and without deduction or withholding for, any taxes; provided, however, that if Limited Guarantor shall be
required by law to deduct or withhold any taxes from any sums payable to the Secured Parties, then Limited Guarantor shall (i) make such
deductions or withholdings and pay such amounts to the relevant authority in accordance with Applicable Law, (ii) pay to the Secured Parties
the sum that would have been payable had such deduction or withholding not been made, and (iii) at the time such payment is made, pay
to the Secured Parties all additional amounts to preserve the after-tax yield the Secured Parties would have received if such tax had
not been imposed.


 


(i) Limited
Guarantor shall preserve and maintain its legal existence and all of its material rights, privileges and franchises, and remain in good
standing under the laws of each state in which it conducts business where failure to be in good standing could reasonably be expected
to result in a Material Adverse Effect on Limited Guarantor.


 


(j) Limited Guarantor shall respect and
appropriately document the separate and independent nature of its activities, as compared with those of the Parent and the Borrower,
take all reasonable steps to continue its identity as a separate legal entity and make it apparent to Persons that each of Borrower,
the Parent and Limited Guarantor are separate entities, including correcting any known misunderstanding regarding Limited
Guarantor’s separate identity. Without limiting the foregoing, and notwithstanding anything to the contrary contained in this
Limited Guaranty, Limited Guarantor shall (i)(A) maintain its books and records separate from the books and records of Borrower and
Parent, (B) maintain separate bank accounts, and not commingle its funds with those of Borrower and Parent except as permitted by
the Facility Documents and (C) cause its officers to act independently of Borrower and Parent; and (ii) not (A) take any action to
dissolve or liquidate in whole or in part or permit the Borrower or the Parent to dissolve or liquidate in whole or in part; (B) (1)
commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law seeking to have an
order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, (2) seek appointment of a receiver, trustee, custodian or other similar
official for it or any of its assets, (3) make a general assignment for the benefit of its creditors, or (4) take any action in
furtherance of, or consenting or acquiescing in, any of the foregoing; (C) without the prior written consent of the Administrative
Agent, merge or consolidate with any other Person if such merger or consolidation would result in an Event of Default or if Limited
Guarantor would not be the surviving entity, (D) guarantee, provide indemnification for or pay the obligations of Borrower or
Parent, other than under or as may be permitted under the Facility Documents, (E) engage in any other action that detracts from
whether the separate legal identity of Limited Guarantor and the Borrower or Parent will be respected, including, acting other than
in its name and through its duly authorized officers or agents, or (F) act in any other manner that could reasonably be expected to
mislead others with respect to Borrower’s or Parent’s, on the one hand, and Limited Guarantor’s, on the other
hand, separate identities.


 



    11


     


    

 


(k) Limited
Guarantor covenants and agrees that prior to the date which is one year and one day after the payment of the full amount and discharge
of all Obligations, Limited Guarantor shall not institute against, or join any other Person in instituting against, Borrower or Parent,
any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy
or similar law. This clause (k) shall survive the termination of this Limited Guaranty.


 


(l) Limited
Guarantor, shall satisfy the following financial covenants (the “Financial Covenants”):


 


(i) Minimum
Tangible Net Worth. Other than during the Financial Covenant Modification Period, Limited
Guarantor shall at all times maintain a Tangible Net Worth at least equal to greater of (i) (x) if the aggregate outstanding principal
balance of Advances is less than or equal to $125.0 million, $15.0 million or (y) the aggregate outstanding principal balance of Advances
is greater than $125.0 million, $30.0 million and (ii) any minimum net worth or similar covenant set forth in any Comparable Guaranty.


 


(ii) Maximum
Leverage Ratio. Other than during the Financial Covenant Modification Period, Limited Guarantor
shall at all times maintain a Leverage Ratio no greater than the lesser of (i) (x) on or prior to March 31, 2022, 8.00:1.00, or (y) after
March 31, 2022, 12.00:1.00, and (ii) the maximum ratio for any leverage ratio or similar covenant set forth in any Comparable Guaranty.


 


(iii) Liquidity. Limited Guarantor
shall at all times maintain Unrestricted Cash at any time in an amount at least equal to the greater of (i) $7.5 million (or,
during the Financial Covenant Modification Period, $35.0 million), (ii) 7.5% of the Funded Facility Amount and (iii) the dollar
minimum for any minimum liquidity or unrestricted cash or similar covenant set forth in any Comparable Guaranty.


 


(iv) Change in Unrestricted
Cash. During the Financial Covenant Modification Period, Limited Guarantor and its consolidated subsidiaries shall:


 


(A) as of February 28,
2022, have Unrestricted Cash in an amount at least equal to (x) six times (y) the difference between (a) the Unrestricted Cash as of
January 31, 2022 and (b) the Unrestricted Cash as of February 28, 2022; provided, that, if the calculation set forth in clause
(y) equals an amount that is negative, the amount in clause (y) shall be deemed to be zero; and


 


(B) as of the last
day of each calendar month after February 28, 2022, have Unrestricted Cash in an amount at least equal to (x) three times (y) the difference
between (a) the Unrestricted Cash as of the last day of the penultimate calendar month prior to such date and (b) the Unrestricted Cash
as of such date; provided, that, if the calculation set forth in clause (y) equals an amount that is negative, the amount in clause
(y) shall be deemed to be zero.


 



    12


     


    

 


(v)
(iv) Compliance Certificate. Limited Guarantor shall provide to the Administrative
Agent and the Lenders, concurrently with delivery of the financial statements set forth in Section
9(a)(i) and, during the Financial Covenant Modification Period, as of the end of each calendar month,
a certificate of a Responsible Officer of Limited Guarantor in the form attached hereto as Exhibit A confirming that Limited Guarantor
is in compliance with each of the above financial covenants.


 


(vi)
(v) Notice of Financial Covenants in Other Facilities. Limited Guarantor
shall provide to Agent notice of any Comparable Guaranty that contains financial covenants similar to the ones contained herein into
which it may enter from time to time following the date of this Limited Guaranty within five (5) Business Days following the execution
of such Comparable Guaranty. Limited Guarantor shall (i) certify in such notice that such Comparable Guaranty does not contain financial
covenants more restrictive than the ones hereunder or (ii) if such Comparable Guaranty does contain financial covenants that are more
restrictive than the ones hereunder (collectively, the “Additional Covenants”), describe in such notice such Additional
Covenants and represent that such description is true, complete and accurate.


 


10. Limited
Guaranty Events of Default. It is hereby understood and agreed that an event of default shall have occurred hereunder if (each, a
“Limited Guaranty Event of Default”):


 


(a) Limited Guarantor shall default in the payment
of any Guaranteed Obligations required to be paid by it under this Limited Guaranty and such default is not cured within one (1) Business
Day; or


 


(b) Any
representation, warranty or certification made herein by Limited Guarantor or in any certificate furnished by Limited Guarantor to Administrative
Agent pursuant to the provisions hereof, shall prove to have been false or misleading in any material respect (or in all respect if such
representation or warranty contained in this Limited Guaranty is already qualified by “in all material respects” or another
materiality qualifier) when as of the time made or furnished and such failure shall remain uncured for a period in excess of fifteen (15)
days after the earlier of (x) written notice to Limited Guarantor (which may be by email) by the Administrative Agent, and (y) actual
knowledge of a Responsible Officer of Limited Guarantor; or


 


(c)
Limited Guarantor fails to comply with the Financial Covenants; or


 


(d) Except
as otherwise set forth in this Section 10, Limited Guarantor shall fail to observe or perform or comply with any term, covenant, provision
or agreement contained in this Limited Guaranty, and such failure to observe or perform shall continue unremedied for a period ten (10)
days following the earlier of (x) written notice to Limited Guarantor (which may be by email) by the Administrative Agent, and (y) actual
knowledge of a Responsible Officer of Limited Guarantor; or


 



    13


     


    

 


(e)
Limited Guarantor shall admit in writing its inability to pay its debts as such debts become due; or


 


(f)
An Insolvency Event relating to Limited Guarantor; or


 


(g)
The dissolution or termination, whether voluntary or involuntary, of Limited Guarantor.


 


11. Termination.
Subject to the provisions of Section 6, this Limited Guaranty shall automatically terminate on the date of the final payment in full of
the Obligations (other than contingent indemnity obligations not yet due and owing) and the termination of the Credit Agreement.


 


12. Severability.
Any provision of this Limited Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


13. Paragraph
Headings. The paragraph headings used in this Limited Guaranty are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


 


14. No
Waiver; Cumulative Remedies. No Secured Party shall by any act, delay, indulgence, omission or otherwise be deemed to have waived
any right or remedy hereunder or to have acquiesced in any breach of any of the terms and conditions hereof. No failure to exercise, nor
any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.
No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Secured Parties of any right or remedy hereunder on any one occasion shall not
be construed as a bar to any right or remedy which the Secured Parties would otherwise have on any future occasion. The rights and remedies
herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.


 


15. Waivers
and Amendments. None of the terms or provisions of this Limited Guaranty may be waived, amended, supplemented or otherwise modified
except by a written instrument executed by Limited Guarantor and the Administrative Agent; provided that any provision of this Limited
Guaranty may be waived by the Administrative Agent in a letter or agreement executed by the Administrative Agent and delivered to Limited
Guarantor as set forth in Section 18 hereof.


 


16. Successors and Assigns. This Limited
Guaranty shall be binding upon the successors and permitted assigns of Limited Guarantor and shall inure to the benefit of the
Secured Parties and their permitted successors and assigns. This Limited Guaranty may not be assigned by Limited Guarantor without
the written consent of the Administrative Agent, and any such attempt to assign or transfer this Limited Guaranty in violation of
this Section 16 shall be null and void and of no effect whatsoever. This Limited Guaranty may not be assigned by the Secured Parties
except in accordance with the express terms of the Credit Agreement.


 



    14


     


    

 


17. GOVERNING
LAW. THIS LIMITED GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


18. Notices.
Except as otherwise provided herein, all notices and other communications hereunder to any party shall be in writing and sent by certified
or registered mail, return receipt requested, by overnight delivery service, with all charges prepaid, by hand delivery, or by e-mail,
to such party’s address or e-mail address set forth in Schedule I hereto, or at such other address or e-mail address as such party
may hereafter specify in a notice given in the manner required under this Section 18. All such notices and correspondence shall be deemed
given (a) if sent by certified or registered mail, three (3) Business Days after being postmarked, (b) if sent by overnight delivery service
or by hand delivery, when received at the above stated addresses or when delivery is refused and (c) if sent by electronic transmission,
upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement).


 


19. Submission
To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a) Submits
for itself and its property in any legal action or proceeding relating to this Limited Guaranty, or for recognition and enforcement of
any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, located in the County
of New York, and the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;


 


(b) Consents
that any such action or proceeding may be brought in such courts and waives any objection that such party may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same;


 


(c) Agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such party’s address set forth on Schedule I attached hereto or at
such other address of which the parties shall have been notified in writing; and


 


(d) Agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction.


 


20. Integration.
This Limited Guaranty represents the entire understanding of the parties with respect to the transactions contemplated hereby and shall
not be contradicted or qualified by any other agreement, oral or written, on or before the date hereof.


 



    15


     


    

 


21.
Acknowledgments. Limited Guarantor hereby acknowledges that:




 


(a) Limited
Guarantor has been advised by counsel in the negotiation, execution and delivery of this Limited Guaranty;


 


(b) Neither
the Administrative Agent nor the Lenders have any fiduciary relationship to Limited Guarantor, and the relationship between the Lenders,
the Administrative Agent and Limited Guarantor is solely that of surety and creditor; and


 


(c) No joint
venture exists between the Lenders, the Administrative Agent and Limited Guarantor or among the Lenders, the Administrative Agent, Borrower
and Limited Guarantor.


 


22. Confidentiality.
The Administrative Agent and the Lenders agree to maintain all non-public information relating to Limited Guarantor received hereunder
in accordance with the provisions of Section 12.09 of the Credit Agreement.


 


23. Execution
in Counterparts. This Limited Guaranty may be executed in any number of counterparts and by different parties hereto on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together,
shall constitute but one and the same Limited Guaranty. Delivery of an executed signature page of this Limited Guaranty by electronic
transmission shall be effective as delivery of a manually executed counterpart hereof. The parties hereto agree that “execution,”
“signed,” “signature,” and words of like import in this document shall be deemed to include electronic signatures,
authentication, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided
for in any applicable law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic
Transactions Act as in effect in any state, the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309),
the Illinois Electronic Commerce Security Act (5 ILCS 175/1-101 et seq.), or the Uniform Commercial Code, and the parties hereto hereby
waive any objection to the contrary.


 


24. WAIVERS
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS LIMITED GUARANTY OR ANY OTHER FACILITY DOCUMENT AND FOR ANY COUNTERCLAIM HEREIN OR THEREIN.


 


25. Further
Assurances. Limited Guarantor shall take any and all further actions and execute and deliver any and all such further documents and
undertakings as are necessary or reasonably requested by the Administrative Agent to effectuate the purposes of this Limited Guaranty.


 


[Signature pages follow]


 



    16


     


    

 


In
Witness Whereof, the undersigned has caused
this Limited Guaranty to be duly executed and delivered as of the date first above written.


 


	 	Sezzle Inc.
	 	as Limited Guarantor
	 	 	 
	 	By:	 
	 	Name: 	Karen Hartje
	 	Title:	Chief Financial Officer


 


SIGNATURE PAGE


LIMITED GUARANTY AND INDEMNITY AGREEMENT


 




     


     


    

 


Acknowledged:


 


	Goldman Sachs Bank USA,	 
	as the Administrative Agent	 
	 	                                                     	 
	By:	 	 
	Name: 	 	 
	Title:	 	 


 


SIGNATURE PAGE


LIMITED GUARANTY AND INDEMNITY AGREEMENT


 




     


     


    

 


Schedule
I


 


Notice Information


 


	If to the Administrative	Goldman Sachs Bank USA
	Agent or any Lender:	200 West Street
	 	New York, NY 10282
	 	Attention: Mortgage Trading/Warehouse Lending and IBD
	 	Structured Finance Group
	 	Telephone No.: [***]
	 	Email: [***], [***] and [***]
	 	 
	 	with copies (which shall not constitute notice) to:
	 	 
	 	Goldman Sachs Warehouse Lending
	 	2001 Ross Avenue, Suite 2800
	 	Dallas, TX 75201
	 	Attention: Jeff Hartwick, Peter McGrane and Mohamad
	 	Kaafarani
	 	Telephone No.: [***], [***] and [***]
	 	Email: [***], [***] and [***]
	 	 
	If to Limited Guarantor:	Sezzle Inc.
	 	251 1st Avenue North, Suite 200
	 	Minneapolis, MN 55401
	 	Attention: Karen Hartje
	 	Telephone No: [***]
	 	Email: [***]


 



    I-1


     


    

 


Exhibit
A


 


Form of
Compliance Certificate


 


[________], [20__]


 


Goldman Sachs Bank USA


200 West Street


New York, NY 10282


Attention: Mortgage Trading/Warehouse Lending and IBD


Structured Finance Group


Telephone No.: [***]


Email: [***], [***] and [***]


 


with copies (which shall not constitute notice) to:


 


Goldman Sachs Warehouse Lending


2001 Ross Avenue, Suite 2800


Dallas, TX 75201


Attention: Jeff Hartwick, Peter McGrane and Mohamad Kaafarani


Telephone No.:[***], [***] and [***]


Email: [***], [***] and [***]


 


Bastion Consumer Funding II LLC


281 Tresser Boulevard, 5th Floor


Stamford, Connecticut 06901


Attention: John J. Braden, Tim Reimink and Chris Docimo


Email: [***], [***] and [***]


 


Ladies and Gentlemen:


 


Reference is made to the Limited Guaranty and Indemnity
Agreement, dated as of February 10, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Limited
Guaranty”), by Sezzle Inc., a Delaware corporation (“Limited Guarantor”), for the benefit of Goldman Sachs
Bank USA, as administrative agent (together with its successors and assigns, the “Administrative Agent”) on behalf
of the Secured Parties under that certain to the Revolving Credit and Security Agreement (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), dated as of February 10, 2021, by and among Sezzle Funding SPE
II, LLC, as borrower, the Administrative Agent and each of the Lenders party thereto from time to time. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to them in the Limited Guaranty or the Credit Agreement.


 



    A-1


     


    

 


This Certificate is furnished to the Administrative
Agent and the Lenders pursuant to Section 9(l)(ivv)
of the the Limited Guaranty.


 


(i) Authority.
I am the duly elected, qualified and acting [___________]1 of Limited Guarantor and hereby certify that the information provided
in this Certificate is true, correct and complete. For the avoidance of doubt, I make no certification regarding the “Borrower Certification”
accompanying this Certificate or the matters referred to therein.


 


(ii) Fiscal
Period. This Certificate is for the period ended [month] [date], [year]2 (the “Certification Date”).
As of the Certification Date, Limited Guarantor has complied with all covenants and agreements in the Facility Documents to which it is
a party.


 


(iii) Financial
Statements. The [unaudited quarterly][audited annual] financial statements of Limited Guarantor attached hereto as Annex A fairly
present, in all material respects, the financial condition and results of operations of Limited Guarantor in accordance with GAAP, consistently
applied, as at the end of, and for, the [quarterly period ended on [______], [20__] (subject to normal year-end audit adjustments)][fiscal
year ended on [______], [20__].


 


(iv) Minimum
Tangible Net Worth. Limited Guarantor [has][has not] complied with the minimum Tangible Net Worth covenants pursuant to Section 9(l)(i)
as of the Certification Date. The information provided below is true, complete and accurate as of the Certification Date:


 


	(A)	Aggregate
    outstanding principal balance of Advances as of the Certification Date	$[____]
	 	 	 
	(B)	Tangible Net Worth as of the Certification Date	$[____]
	 	 	 
	(C)	Minimum Tangible Net Worth	(x) if Line (A) is less
	 	 	than or equal to $125.0
	 	 	million, $15.0 million;
	 	 	or (y) if Line (A) is
	 	 	greater than $125.0
	 	 	million, $30.0 million3
	 	 	 
	(D)	Is Line B greater than or equal to Line C?	[yes][no]


 


(v) Maximum
Leverage Ratio. Limited Guarantor [has][has not] complied with the maximum Leverage Ratio covenant pursuant to Section 9(l)(ii) as
of the Certification Date. The information provided below is true, complete and accurate as of the Certification Date:


 





 



	1	Title of the Responsible Officer executing this Certificate.



	2	Last Business Day of immediately preceding fiscal quarter or last day of each calendar
                                           month.



	3	If a Comparable Guaranty is in place, replace with such greater minimum Tangible Net Worth set forth therein.



 



    A-2


     


    

 


	(A)	Total consolidated indebtedness for borrowed money for Limited Guarantor and its consolidated subsidiaries as of the Certification
Date	$[____]
	 	 	 
	(B)	Tangible Net Worth as of the Certification Date	$[____]
	 	 	 
	(C)	Leverage Ratio (A) : (B) =	[____] : 1.00
	 	 	 
	(D)	Maximum Leverage Ratio	(x)
on or prior to March 31, 2022, 8.00:1.00, or (y) after March 31, 2022, 12.00:1.004



 


	(E)	Compliance with Maximum Leverage Ratio?	[yes][no]



 


(vi) Liquidity.
Limited Guarantor [has][has not] complied with the liquidity covenant pursuant to Section 9(l)(iii) as of the Certification Date. The
information provided below is true, complete and accurate as of the Certification Date:


 


	(A)	Unrestricted Cash as of the
Certification Date	$[____]
	 	 	 
	(B)	7.5% of Funded Facility Amount as of the Certification Date	$[____]
	 	 	 
	(C)	Minimum Unrestricted Cash	greater
    of (x) $[7.5
	 	 	million][35.0
    million]
	 	 	and (y) Line B 5
	 	 	 
	(D)	Is Line A greater than or equal to Line C?	[yes][no]



 


(vii) Change in Unrestricted
Cash. Limited Guarantor [has][has not] complied with the liquidity covenant pursuant to Section 9(l)(iv) as of the Certification
Date. The information provided below is true, complete and accurate as of the Certification Date:


 


	(A)	Unrestricted
    Cash as of [January 31, 2022][the last day of 

the penultimate calendar month prior to the Certification Date]	$[____]
	 	 	 
	(B)	Unrestricted Cash as of the Certification
    Date	$[____]



 





 



	4	If a Comparable Guaranty is in place, replace with such lesser Maximum Leverage Ratio set forth therein.



	5	If a Comparable Guaranty is in place, replace with such greater minimum liquidity set forth therein.



 



    A-3


     


    

 


	(C)	[Six][Three]
    times difference between (A) and (B)	$[____][0]6
	 	 	 
	(D)	Is Line B greater
    than or equal to Line C?	[yes][no]



 


(viii) (vii)
[Notice of Comparable Guaranties. I hereby notify the Administrative Agent that the [Comparable Guaranty] dated
as of [month] [date], [year] between [____], as Limited Guarantor and [party] contains financial covenants more restrictive than the
ones in the Limited Guaranty.] 67
[I hereby certify that the below Additional Covenants are true, complete and accurate:


 


		(a)	[Additional Covenant];



 


		(b)	[Additional Covenant]; and



 


		(c)	[Additional Covenant].]78



 


[Signature Page Follows]


 





 



	6	If Line (B) is greater than Line (A), Line (C)
                                            equals zero.



	67	Per Section 9(l)(vvi)
please add this certification if Limited Guarantor enters into a Comparable Guaranty.



	78	Per Section 9(l)(vvi),
please add description and representation of the financial covenants that are more restrictive than the ones under the Agreement.



 



    A-4


     


    

 


In
Witness Whereof, each Limited Guarantor has
caused this Compliance Certificate to be executed as of the date first written above.


 


	 	Sezzle Inc.
	 	 	            
	 	By:	 
	 	Name: 	 
	 	Title:	 


 



    A-5


     


    

 


Annex
A


TO FORM OF COMPLIANCE CERTIFICATE


 


Financial
Statements


 


(see attached)


 



    A-6


     


    

 


Borrower
Certification


 


[________], [20__]


 


Goldman Sachs Bank USA


200 West Street


New York, NY 10282


Attention: Mortgage Trading/Warehouse Lending and IBD


Structured Finance Group


Telephone No.: [***]


Email: [***], [***] and [***]


 


with copies (which shall not constitute notice) to:


 


Goldman Sachs Warehouse Lending


2001 Ross Avenue, Suite 2800


Dallas, TX 75201


Attention: Jeff Hartwick, Peter McGrane and Mohamad Kaafarani


Telephone No.: [***], [***] and [***]


Email: [***], [***] and [***]


 


Reference is hereby made to the Revolving Credit
and Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
dated as of February 10, 2021, between Sezzle Funding SPE II, LLC, as Borrower (the “Borrower”), the Lenders from time
to time party thereto and Goldman Sachs Bank USA, as Administrative Agent. Capitalized terms used herein without definition have the meanings
assigned to such terms in the Credit Agreement.


 


I am the duly elected, qualified and acting
[___________]89 of
the Borrower and hereby certify, pursuant to Section 5.01(d)(iv) of the Credit Agreement, that as of the date hereof (A) the
Borrower, the Parent and the Sponsor have complied with all covenants and agreements in the Facility Documents to which they are a
party, (B) [except as set forth below,] no Accelerated Amortization Event, Unmatured Event of Default or Event of Default has
occurred and is continuing and (C) attached as Annex A is the Maximum Advance Rate Test Calculation Statement as of the date
hereof.


 


[______]9


 





 



	89	Title of the Responsible Officer executing this Certificate.



 



    A-7


     


    

 


[______]10


 


	 	Sezzle Funding SPE II, LLC,
	 	as Borrower
	 	 	                                  
	 	By:	 
	 	Name: 	 
	 	Title:	 



 





 



	910	Describe Accelerated Amortization Events, Unmatured Events
of Default and Events of Default that have occurred and are continuing and set forth the details thereof and the action which the Borrower
or the relevant Person is taking or proposes to take with respect thereto.



 



    A-8


     


    

 


Annex
A


to
Borrower Certification


 


Maximum
Advance Rate Test Calculation Statement


 


(see attached)


 


 


A-9