firstamendmenttoloanands






Execution Copy 4150-2009-0934.4  OPORTUN PLW TRUST  FIRST AMENDMENT TO THE LOAN AND SECURITY AGREEMENT  This FIRST AMENDMENT TO THE LOAN AND SECURITY AGREEMENT,  dated as of March 22, 2022 (this “Amendment”), is entered into among OPORTUN PLW  TRUST, as borrower (the “Borrower”), OPORTUN PLW DEPOSITOR, LLC, as the depositor  (the “Depositor”), OPORTUN, INC., as seller (the “Seller”), the various financial institutions  party hereto, as lenders (in such capacity, each, a “Lender” and collectively, the “Lenders”), and  WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity,  the “Collateral Agent”), as paying agent (in such capacity, the “Paying Agent”), as securities  intermediary (in such capacity, the “Securities Intermediary”) and as depositary bank (in such  capacity, the “Depositary Bank”).  RECITALS  WHEREAS, the Borrower, the Depositor, the Seller, the Lenders, the Collateral  Agent, the Paying Agent, the Securities Intermediary and the Depositary Bank have previously  entered into that certain Loan and Security Agreement, dated as of September 8, 2021 (as  amended, modified or supplemented prior to the date hereof, the “Loan Agreement”);  WHEREAS, concurrently herewith, (i) the Seller, the Depositor, and Wilmington  Trust, National Association, as depositor loan trustee (in such capacity, the “Depositor Loan  Trustee”) are entering into that certain First Amendment to the Receivables Purchase Agreement,  dated as of the date hereof, (ii) the Depositor, the Depositor Loan Trustee and the Borrower, are  entering into that certain First Amendment to the Receivables Transfer Agreement, dated as of  the date hereof, and (iii) the Borrower and the Lenders are entering into that certain Consent,  dated as of the date hereof; and  WHEREAS, in accordance with Section 10.1 of the Loan Agreement, the parties  desire to amend the Loan Agreement as provided herein.  NOW, THEREFORE, in consideration of the mutual agreements herein  contained, and other good and valuable consideration, the receipt and adequacy of which are  hereby acknowledged, each party hereto agrees as follows:  ARTICLE I  DEFINITIONS  SECTION 1.01. Defined Terms Not Defined Herein. All capitalized terms used  herein that are not defined herein shall have the meanings assigned to them in, or by reference in,  the Loan Agreement.  Schedule II to this exhibit has been omitted pursuant to Item 601(a)(5) of Regulation S-K.  2  4150-2009-0934.4  ARTICLE II  AMENDMENTS TO THE LOAN AGREEMENT  SECTION 2.01. Amendments. The Loan Agreement is hereby amended to  incorporate the changes reflected on the marked pages of the Loan Agreement attached hereto as  Schedule I, with a conformed copy of the amended Loan Agreement attached hereto as Schedule  II.  The form of Monthly Statement attached as Exhibit B to the Loan Agreement is hereby  replaced in its entirety with the form attached hereto as Exhibit A.  ARTICLE III  REPRESENTATIONS AND WARRANTIES  SECTION 3.01. Representations and Warranties. Each of the Seller, the Depositor  and the Borrower hereby represents and warrants to each Lender, the Collateral Agent, the  Paying Agent, the Securities Intermediary, the Depositary Bank that:  (a) Representations and Warranties. Both before and immediately after giving effect  to this Amendment, the representations and warranties made by the Seller, the Depositor and  Borrower in the Loan Agreement and each of the other Transaction Documents to which it is a  party are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in  which case such representations or warranties were true and correct as of such earlier date).  (b) Enforceability. This Amendment and the Loan Agreement, as amended hereby,  constitute the legal, valid and binding obligation of the Seller, the Depositor and the Borrower  enforceable against the Seller, the Depositor and the Borrower in accordance with its respective  terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,  moratorium or similar law affecting creditors’ rights generally and by general principles of  equity.  (c) No Defaults. No Rapid Amortization Event, Event of Default, Servicer Default or  Block Event has occurred and is continuing.  ARTICLE IV  MISCELLANEOUS  SECTION 4.01. Ratification of Loan Agreement. As amended by this Amendment,  the Loan Agreement is in all respects ratified and confirmed and the Loan Agreement, as  amended by this Amendment, shall be read, taken and construed as one and the same instrument.  SECTION 4.02. Execution in Counterparts; Electronic Execution. This Amendment  may be executed in any number of counterparts, all of which taken together shall constitute one  and the same instrument and any of the parties hereto may execute this Amendment by signing  any such counterpart. Each of the parties hereto agrees that this transaction may be conducted by  electronic means. Any signature (including, without limitation, (x) any electronic symbol or  process attached to, or associated with, a contract or other record and adopted by a person with  3  4150-2009-0934.4  the intent to sign, authenticate or accept such contract or record and (y) any facsimile or .pdf  signature) hereto or to any other certificate, agreement or document related to this transaction,  and any contract formation or record-keeping, in each case, through electronic means, shall have  the same legal validity and enforceability as a manually executed signature or use of a paper- based record-keeping system to the fullest extent permitted by applicable law, including the  Federal Electronic Signatures in Global and National Commerce Act, the New York State  Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic  Transactions Act, and the parties hereto hereby waive any objection to the contrary. Each party  agrees, and acknowledges that it is such party’s intent, that if such party signs this Amendment  using an electronic signature, it is signing, adopting, and accepting this Amendment and that  signing this Amendment using an electronic signature is the legal equivalent of having placed its  handwritten signature on this Amendment on paper. Each party acknowledges that it is being  provided with an electronic or paper copy of this Amendment in a usable format.  SECTION 4.03. Recitals. The recitals contained in this Amendment shall be taken  as the statements of the Borrower, the Depositor and the Seller, and none of the Collateral Agent,  the Paying Agent, the Securities Intermediary or the Depositary Bank assumes any responsibility  for their correctness. None of the Collateral Agent, the Paying Agent, the Securities Intermediary  or the Depositary Bank makes any representations as to the validity or sufficiency of this  Amendment.  SECTION 4.04. Rights of the Collateral Agent, the Paying Agent, the Securities  Intermediary and the Depositary Bank. The rights, privileges and immunities afforded to the  Collateral Agent, the Paying Agent, the Securities Intermediary and the Depositary Bank under  the Loan Agreement shall apply hereunder as if fully set forth herein.  SECTION 4.05. GOVERNING LAW; JURISDICTION. THIS AMENDMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS  OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW  PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK  GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES TO THIS AMENDMENT  HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES  DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY  APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS  THEREOF.  EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON  FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION  INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND  CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS  DEEMED APPROPRIATE BY SUCH COURT.  SECTION 4.06. Effectiveness. This Amendment shall become effective as of the  date hereof upon:  (a) receipt by the Collateral Agent and the Paying Agent of an Officer’s Certificate of  the Borrower stating that the execution of this Amendment is authorized and permitted by the  Transaction Documents and all conditions precedent to the execution of this Amendment have  been satisfied;  4  4150-2009-0934.4  (b) receipt by the Collateral Agent and the Paying Agent of an Opinion of Counsel  stating that the execution of this Amendment is authorized and permitted under the Transaction  Documents and all conditions precedent to the execution of this Amendment have been satisfied;  (c) receipt by the Collateral Agent and the Paying Agent of evidence of the consent  of the Borrower and the Lenders to this Amendment;  (d) receipt by the Collateral Agent, Paying Agent and the Lenders of counterparts of  this Amendment, duly executed by each of the parties hereto; and  (e) receipt by the Collateral Agent, the Paying Agent and the Lenders of such other  instruments, documents, agreements and opinions reasonably requested by the Collateral Agent,  the Paying Agent or any of the Lenders prior to the date hereof.  SECTION 4.07. Limitation of Liability of Owner Trustee. Notwithstanding  anything herein or in any Transaction Document to the contrary, it is expressly understood and  agreed by the parties hereto that (i) this Amendment is executed and delivered by Wilmington  Trust, National Association, not individually or personally but solely as owner trustee (the  “Owner Trustee”) of the Borrower, in the exercise of the powers and authority conferred and  vested in it, (ii) each of the representations, undertakings and agreements herein made on the part  of the Borrower is made and intended not as personal representations, undertakings and  agreements by Wilmington Trust, National Association in its individual capacity, but made and  intended for the purpose of binding only the Borrower, (iii) nothing herein contained shall be  construed as creating any liability on Wilmington Trust, National Association, individually or  personally, to perform any covenants, either expressed or implied, contained herein, all such  liability, if any, being expressly waived by the parties hereto and by any person claiming by,  through or under the parties hereto, (iv) Wilmington Trust, National Association has made no  investigation as to the accuracy or completeness of any representations and warranties made by  the Borrower in this Amendment and (v) under no circumstances shall Wilmington Trust,  National Association be personally liable for the payment of any indebtedness or expenses of the  Borrower or be liable for the breach or failure of any obligation, representation, warranty or  covenant made or undertaken by the Borrower under this Amendment or any other related  document.  (Signature page follows) 





 






    First Amendment to     Loan Agreement (PLW Trust)      IN WITNESS WHEREOF, the Borrower, the Depositor, the Seller, the Lenders,  the Collateral Agent, the Paying Agent, the Securities Intermediary and the Depositary Bank have  caused this Amendment to be duly executed by their respective officers as of the day and year first  above written.  OPORTUN PLW TRUST,  as Borrower     By: Wilmington Trust, National Association, not in  its individual capacity, but solely as Owner Trustee  of the Borrower      By: /s/Drew H. Davis ________________________  Name:  Drew H. Davis  Title:    Vice President         OPORTUN PLW DEPOSITOR, LLC,   as Depositor      By:  /s/ Jonathan Coblentz   Name: Jonathan Coblentz  Title: Treasurer      OPORTUN, INC.,   as Seller      By:  /s/ Jonathan Coblentz   Name: Jonathan Coblentz  Title: Chief Financial Officer     First Amendment to     Loan Agreement (PLW Trust)    WILMINGTON TRUST, NATIONAL  ASSOCIATION,  not in its individual capacity but solely as Collateral  Agent      By: /s/Drew H. Davis ________________________   Name: Drew H. Davis   Title: Vice President     WILMINGTON TRUST, NATIONAL  ASSOCIATION,  not in its individual capacity but solely as Paying  Agent      By: /s/Drew H. Davis ________________________   Name: Drew H. Davis   Title: Vice President           WILMINGTON TRUST, NATIONAL  ASSOCIATION,  not in its individual capacity but solely as Securities  Intermediary      By: /s/Drew H. Davis ________________________   Name: Drew H. Davis   Title: Vice President         WILMINGTON TRUST, NATIONAL  ASSOCIATION,  not in its individual capacity but solely as  Depositary Bank      By: /s/Drew H. Davis ________________________   Name: Drew H. Davis   Title: Vice President           First Amendment to     Loan Agreement (PLW Trust)    GOLDMAN SACHS BANK USA,  as a Committed Lender      By:  /s/ Jeff Hartwick   Name: Jeff Hartwick  Title: Authorized Signatory        First Amendment to     Loan Agreement (PLW Trust)    JEFFERIES FUNDING LLC,  as a Committed Lender      By:  /s/ Mark Sahler   Name: Mark Sahler  Title: Managing Director      





 






    First Amendment to     Loan Agreement (PLW Trust)    JPMORGAN CHASE BANK, N.A.,  as a Committed Lender      By:  /s/ Gareth Morgan   Name: Gareth Morgan  Title: Executive Director        CHARIOT FUNDING LLC,  as a Bank Sponsored Lender      By:  /s/ Gareth Morgan   Name: Gareth Morgan  Title: Executive Director          First Amendment to     Loan Agreement (PLW Trust)    MORGAN STANLEY BANK, N.A.,  as a Committed Lender      By:  /s/ Keenan McBride   Name: Keenan McBride  Title: Authorized Signatory 4150-2009-0934.4  SCHEDULE I  Amendments to the Loan Agreement  EXECUTION VERSIONCONFORMED COPY  As amended by the  First Amendment to the Loan and Security Agreement,  dated as of March 22, 2022 4156-2380-8822.14156-2380-8822.2 LOAN AND SECURITY AGREEMENT among OPORTUN PLW TRUST, as Borrower, OPORTUN PLW DEPOSITOR, LLC, as Depositor, OPORTUN, INC., as Seller, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent, Paying Agent, Securities Intermediary and Depositary Bank dated as of September 8, 2021 





 






 14 4156-2380-8822.14156-2380-8822.2 “Concentration Limits” shall be deemed breached if any of the following is true on any date of determination: the aggregate Outstanding Receivables Balance of all Rewritten(i) Receivables and Re-Aged Receivables that are Eligible Receivables exceeds 5.0% of the aggregate Outstanding Receivables Balance of all Eligible Receivables; the weighted average fixed interest rate of all Eligible Receivables is less(ii) than 27.0%; the weighted average original term to maturity of all Eligible Receivables(iii) exceeds forty-three (43) months; the aggregate Outstanding Receivables Balance of all Eligible Receivables(iv) that are not Renewal Receivables exceeds 35.0% of the Outstanding Receivables Balance of all Eligible Receivables; the aggregate Outstanding Receivables Balance of all Eligible Receivables(v) with Original Receivables Balances of less than or equal to $800 exceeds 5.0% of the Outstanding Receivables Balance of all Eligible Receivables; the aggregate Outstanding Receivables Balance of all Eligible Receivables(vi) with Original Receivables Balances of less than or equal to $1,600 exceeds 10.0% of the Outstanding Receivables Balance of all Eligible Receivables; the aggregate Outstanding Receivables Balance of all Eligible Receivables(vii) with Original Receivables Balances of less than or equal to $3,000 exceeds 25.0% of the Outstanding Receivables Balance of all Eligible Receivables; the aggregate Outstanding Receivables Balance of all Eligible Receivables(viii) with Original Receivables Balances of less than or equal to $6,000 exceeds 65.0% of the Outstanding Receivables Balance of all Eligible Receivables; the aggregate Outstanding Receivables Balance of all Eligible Receivables(ix) that are not Renewal Receivables and that relate to Unsecured Loans with Original Receivables Balances of greater than $6,0008,000 exceeds 5.0% of the Outstanding Receivables Balance of all Eligible Receivables; the weighted average credit score of the related Obligors of all Eligible(x) Receivables (excluding any Eligible Receivables the Obligor of which has no (or a zero) credit score) is less than: (x) ADS Score: 700, (y) PF Score: 640 and (z) VantageScore: 600; the aggregate Outstanding Receivables Balance of all Eligible Receivables(xi) the Obligors of which have credit scores within the following respective credit score buckets: (x) ADS Score: less than or equal to 560 (the “ADS Score Threshold”), (y) PF Score: less than or equal to 500 (the “PF Score Threshold”) and (z) VantageScore: less than or equal to 520 (the “VantageScore Threshold”) exceeds 5.0% of the aggregate Outstanding Receivables Balance of all Eligible Receivables; 4150-2009-0934.4  SCHEDULE II  Conformed Copy of Amended Loan Agreement