Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 8-K/A

_______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2024

_____________________________________

SELECTQUOTE, INC.

(Exact name of registrant as specified in its charter)

_____________________________________


Delaware	001-39295	94-3339273
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6800 West 115th Street, Suite 2511
Overland Park, Kansas 66211
(Address of principal executive offices) (Zip code)

(913) 599-9225
(Registrant’s telephone number, including area code)

No change since last report
(Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value

SLQT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

EXPLANATORY NOTE

On October 16, 2024, SelectQuote, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) disclosing, among other things, the Company’s entry into an asset-backed securities facility with respect to a portion of its commissions receivable and a related amendment to its senior secured credit facility (together, the “Transactions”). This Current Report on Form 8-K/A (this “Amendment”) is being filed by the Company to provide certain additional information relating to the Transactions, including the creation of a direct financial obligation through the Company’s entry into the indenture described herein. The information contained in this Amendment and the exhibits filed herewith are intended to supplement and not supersede or replace the disclosures set forth in the Original Report.

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure in Item 2.03 of this Current Report on Form 8-K/A is incorporated by reference under this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously reported in the Original Filing, on October 15, 2024, the Company and certain of its existing lenders (the “Purchasers”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) pursuant to which a wholly-owned subsidiary of the Company issued two tranches of privately rated senior secured notes (the “Notes”) to the Purchasers for an aggregate purchase price of $100,000,000. The Notes are comprised of $60,000,000 of senior secured 7.80% Class A notes and $40,000,000 of senior secured 9.65% Class B Notes and are secured by a portion of the Company’s commissions receivable at an initial advance rate of 62%.

The Notes are governed by an Indenture, dated as of October 15, 2024 (the “Indenture”), with UMB Bank, N.A. as Indenture Trustee, and have a final legal maturity date of October 20, 2039. Interest will accrue from October 15, 2024 and will be payable monthly, with the first payment date commencing on October 20, 2024. The Notes will amortize based on a target loan-to-value calculation, and if any Notes remain outstanding after September 2028, then all available funds of the Issuer will be swept to pay down the Notes, leaving no distributions to equity. In addition, additional interest at 2.00% per annum will accrue and be payable on any Notes outstanding after September 2028, which additional interest will increase to 4.00% per annum in October 2030. Any redemption of Notes before the payment date in September 2027 will be subject to a “make-whole” premium, calculated using a discount rate of T+50 basis points.

The Indenture contains covenants that, among other things, limit the ability of the Issuer to: (i) sell, transfer, or dispose of assets without the consent of majority noteholders, (ii) create or permit liens over its assets (other than permitted liens) or (iii) incur indebtedness (other than permitted indebtedness). The Issuer must maintain separateness from its affiliates, including maintaining separate books and records, not commingling funds, and not conducting business on behalf of any other person. If an Event of Default (as defined in the Indenture) occurs and is continuing under the Indenture, the Indenture Trustee, at the direction of the Majority Noteholders (as defined in the Indenture), may declare all Notes immediately due and payable and institute proceedings to foreclose on the collateral.

The above description of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by the full text of the Indenture and the Note Purchase Agreement, which are filed herewith as Exhibits 4.1 and 10.1, respectively, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description of Exhibit
4.1*			Indenture
10.1*			Note Purchase Agreement
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish a copy of any omitted exhibit or schedule upon request by the SEC.

SIGNATURES

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

SELECTQUOTE, INC.


Date: October 18, 2024			By: /s/ Daniel A. Boulware
			Name: Daniel A. Boulware
			Title: General Counsel and Corporate Secretary

Exhibit 4.1

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***].

INDENTURE

between

SQ ABS Issuer, LLC,

as Issuer,

and

UMB BANK, NATIONAL ASSOCIATION,

as Indenture Trustee, as Paying Agent, as Securities Intermediary and as Note Registrar

Dated as of October 15, 2024

TABLE OF CONTENTS

Page

Section 1.0 1 Definitions 2

ARTICLE 2

THE NOTES

Section 2.0 1 Form 2

Section 2.0 2 Execution, Authentication and Delivery 4

Section 2.0 3 Transfer and Exchange of Notes 5

Section 2.0 4 Registration; Registration of Transfer and Exchange 16

Section 2.0 5 Mutilated, Destroyed, Lost or Stolen Notes 18

Section 2.0 6 Persons Deemed Owner 19

Section 2.0 7 Notice to Clearing Agencies 20

Section 2.0 8 Payment of Principal and Interest 20

Section 2.0 9 Cancellation 21

Section 2.10 Release of Collateral 21

Section 2.11 Paying Agent to Hold Money for the Benefit of the Secured Parties 22

Section 2.12 Tax Treatment 22

Section 2.13 CUSIPS 23

Section 2.14 Additional Collateral 23

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.0 1 Organization and Good Standing 24

Section 3.0 2 Authority; No Conflict 24

Section 3.0 3 Legal Proceedings; Orders 25

Section 3.0 4 Compliance with Laws and Governmental Authorizations 25

Section 3.0 5 Liabilities 25

Section 3.0 6 Employee Benefit Plans 25

Section 3.0 7 Use of Proceeds; Margin Regulations 25

Section 3.0 8 Existing Indebtedness; Future Liens 26

Section 3.0 9 Foreign Assets Control Regulations, Etc 26

Section 3.10 Status under Certain Statutes 27

Section 3.11 Single Purpose Entity 27

Section 3.12 Solvency 27

Section 3.13 Security Interest 27

Section 3.14 Credit Risk Retention; 15G. 28

Section 3.15 Taxes 28

Section 3.1 6 No Issuer Gu aranties or S ubsidi aries 29

ARTICLE 4

COVENANTS

Section 4.0 1 Payment of Principal and Interest 29

Section 4.0 2 Maintenance of Office or Agency 29

Section 4.0 3 Money for Payments to Be Held on behalf of the Noteholders 29

Section 4.0 4 Compliance with Law 29

Section 4.0 5 No Change in Fiscal Year 30

Section 4.0 6 Certain Tax Matters 30

Section 4.0 7 Existence 30

Section 4.0 8 Books and Records 30

Section 4.0 9 Performance of Material Agreements 30

Section 4.10 Maintenance of Lien 31

Section 4.11 Further Assurances 31

Section 4.12 Use of Proceeds 32

Section 4.13 Separateness 32

Section 4.14 Transactions with Affiliates 34

Section 4.15 Merger, Consolidation, Etc 34

Section 4.16 Lines of Business 34

Section 4.17 Economic Sanctions, Etc 35

Section 4.18 Liens 35

Section 4.19 Sale of Assets, Etc 35

Section 4.20 Permitted Indebtedness 35

Section 4.21 Amendment to Organizational Documents 36

Section 4.22 No Loans or Guaranties 36

Section 4.23 Permitted Investments; Subsidiaries 36

Section 4.24 Employees; ERISA 35

Section 4.25 Replacement of Servicer or Indenture Trustee 35

Section 4.26 Characterization 35

Section 4.27 Servicer Failure 37

Section 4.28 Amendments to Basic Documents 37

Section 4.29 Instructions Regarding Master Distribution Account 37

Section 4.30 Collateral Dispositions 38

Section 4.31 Credit Risk Retention 39

ARTICLE 5

EVENTS OF DEFAULT; REMEDIES

Section 5.0 1 Events of Default 39

Section 5.0 2 Acceleration of Maturity; Rescission and Annulment 41

Section 5.0 3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee 42

Section 5.0 4 Remedies; Priorities 45

Section 5.0 5 Optional Preservation of the Assets 46

Section 5.0 6 Limitation of Suits 46

Section 5.0 7 Unconditional Rights of Noteholders to Receive Principal, Interest and Payments of Other Obligations 47

Section 5.0 8 Restoration of Rights and Remedies 47

Section 5.0 9 Rights and Remedies Cumulative 47

Section 5.10 Delay or Omission Not a Waiver 48

Section 5.11 Control by Noteholders 48

Section 5.12 Waiver of Past Defaults 48

Section 5.13 Undertaking for Costs 49

Section 5.14 Waiver of Stay or Extension Laws 49

Section 5.15 Action on Notes 49

Section 5.16 Performance and Enforcement of Certain Obligations 49

Section 5.17 Purchase Rights of Class B Noteholders 50

ARTICLE 6

THE INDENTURE TRUSTEE

Section 6.0 1 Duties of Indenture Trustee 51

Section 6.0 2 Rights of Indenture Trustee 52

Section 6.0 3 Individual Rights of Indenture Trustee 56

Section 6.0 4 Indenture Trustee’s Disclaimer 56

Section 6.0 5 Notices 56

Section 6.0 6 Reports by Indenture Trustee 57

Section 6.0 7 Compensation and Indemnity 57

Section 6.0 8 Replacement of Indenture Trustee 58

Section 6.0 9 Successor Indenture Trustee by Merger 59

Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee 60

Section 6.11 Eligibility; Disqualification 61

Section 6.12 Representations and Warranties of the Indenture Trustee 61

ARTICLE 7

INFORMATION REGARDING THE ISSUER

Section 7.0 1 Financial and Business Information 62

ARTICLE 8

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.0 1 Deposit of Collections 65

Section 8.0 2 Establishment of Accounts 65

Section 8.0 3 Collection of Money 69

Section 8.0 4 Management of the Issuer Accounts 69

Section 8.0 5 Independent Actuarial Reports 70

iii

Section 8.0 6 Distributions 71

Section 8.0 7 Liquidity Reserve Account 75

Section 8.0 8 Post-Cutoff Receipts 75

Section 8.0 9 [Reserved]. 75

Section 8.10 Statements to Noteholders 75

Section 8.11 [Reserved]. 77

Section 8.12 Equity Contribution Cures 77

ARTICLE 9

SUPPLEMENTAL INDENTURES

Section 9.0 1 Supplemental Indentures Not Requiring Consent of Noteholders 78

Section 9.0 2 Supplemental Indentures with Consent of Noteholders 79

Section 9.0 3 Execution of Supplemental Indentures 81

Section 9.0 4 Effect of Supplemental Indenture 82

Section 9.0 5 Reference in Notes to Supplemental Indentures 82

ARTICLE 10

REDEMPTION OF NOTES

Section 10.0 1 Redemption 82

Section 10.0 2 Form of Redemption Notice 83

Section 10.0 3 Notes Payable on Redemption Date 83

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.0 1 Satisfaction and Discharge of Indenture with Respect to the Notes 83

Section 11.0 2 Application of Trust Money 85

Section 11.0 3 Repayment of Monies Held by Paying Agent 85

ARTICLE 12

MISCELLANEOUS

Section 12.0 1 Compliance Certificates and Opinions, Etc 85

Section 12.0 2 Form of Documents Delivered to Indenture Trustee 86

Section 12.0 3 Acts of Noteholders 87

Section 12.0 4 Notices, Etc., to Indenture Trustee and Issuer 87

Section 12.0 5 Notices to Noteholders; Waiver 88

Section 12.0 6 Alternate Payment and Notice Provisions 88

Section 12.0 7 Effect of Headings and Table of Contents 89

Section 12.0 8 Successors and Assigns 89

Section 12.0 9 Severability 89

Section 12.10 Benefits of Indenture 89

Section 12.11 Legal Holidays 89

Section 12.12 GOVERNING LAW; CONSENT TO JURISDICTION 89

Section 12.13 Counterparts 90

Section 12.14 Recording of Indenture 90

Section 12.15 No Petition 90

Section 12.16 Inspection 91

Section 12.17 Waiver of Jury Trial 91

Section 12.18 Rating Agency Notice 91

Section 12.19 Rule 17g-5 91

Section 12.20 Majority Noteholders 92


Appendix A	–	Definitions

Schedule A	–	Schedule of Commission Receivables
Schedule B	–	Target Advance Rate
Schedule C	–	[Reserved]
Schedule D	–	Kaiser Adjustment Percentage

Exhibit A	–	Form of Note
Exhibit B	–	Form of Certificate of Transfer or Exchange
Exhibit C	–	Form of Transferee Certificate
Exhibit D	–	Form of Noteholder Statement
Exhibit E	–	Form of Class B Purchase Option Notice
Exhibit F	–	Form of Certification of Beneficial Owner

THIS INDENTURE dated as of October 15, 2024 (as it may be amended and supplemented from time to time, this “Indenture”) is between SQ ABS Issuer, LLC, a Delaware limited liability company, as issuer (the “Issuer”), and UMB Bank, National Association, a national banking association, as indenture trustee (the “Indenture Trustee”), as Paying Agent (as defined herein), as Securities Intermediary (as defined herein) and as Note Registrar (as defined herein).

WHEREAS, the Issuer desires to issue $60,000,000 aggregate principal amount of the Issuer’s 7.800% Class A Notes (the “Class A Notes”) and $40,000,000 aggregate principal amount of the Issuer’s 9.650% Class B Notes (the “Class B Notes” and together with the Class A Notes, the “Notes”) pursuant to this Indenture;

WHEREAS, the parties hereto have duly authorized the execution and delivery of this Indenture to provide for the issuance by the Issuer of the Notes; and

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, each party agrees as follows:

GRANTING CLAUSE

The Issuer hereby grants to the Indenture Trustee, for the benefit of the Secured Parties, a security interest in, all of its right, title and interest, whether now or hereafter acquired, and wherever located, in and to all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, and wherever located, in and to: (a) the Commission Receivables and all monies received thereon and in respect thereof after the Cutoff Date, (b) the Issuer Accounts and all funds on deposit in, and all financial assets, instruments, money and other property credited to or on deposit in the Issuer Accounts from time to time and all investments and proceeds thereof (including all income thereon) and any other Issuer Account Property, (c) the Purchase Agreements and the Contribution Agreements (including the Issuer’s right to exercise remedies against the Sellers with respect to Commission Receivables pursuant to the terms of the Basic Documents); (d) the Servicing Agreement; (e) the Back-Up Servicing Agreement; (f) each other Basic Document to which it is a party; (g) the representations, warranties and covenants contained in each of the Basic Documents and for its benefit; (h) all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equity interests, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit and money; (i) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; (j) without duplication of clause (a) above, all Commission Receivables, Replacement Renewal Commissions and Additional Collateral and all monies received thereon and in respect thereof

after the applicable Cutoff Date; and (k) all proceeds of any and all of the foregoing (collectively, the “Collateral”).

The foregoing Grant is made to secure the Secured Obligations.

The Indenture Trustee for the benefit of the Secured Parties, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Secured Parties may be adequately and effectively protected pursuant to the express terms hereof.

Article 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions. Certain capitalized terms used in this Indenture shall have the respective meanings assigned to them in Part I of Appendix A attached hereto or, if not defined therein, as defined in the applicable Purchase Agreement. All references herein to “the Indenture” or “this Indenture” are to this Indenture as it may be amended, supplemented or modified from time to time, the exhibits hereto and the capitalized terms used herein which are defined in such Appendix A. All references herein to Articles, Sections, subsections and exhibits are to Articles, Sections, subsections and exhibits contained in or attached to this Indenture unless otherwise specified. All terms defined in this Indenture shall have the defined meanings when used in any certificate, notice, Note or other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Indenture.

Article 2

THE NOTES

Section 2.01 Form.

Article 1General. The Notes, together with the Indenture Trustee’s certificate of authentication, shall be in substantially the form set forth in Exhibit A to this Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, law or stock exchange rule, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers of the Issuer executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The Class A Notes and the Class B Notes, upon original issuance, shall be in the form of Global Notes.

The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture and the Issuer and the Indenture Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture, as amended or supplemented pursuant to the express terms hereof, shall govern and be controlling.

(a)Global Notes. Global Notes will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, repurchases and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Indenture Trustee or the DTC Custodian, at the direction of the Indenture Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.03 hereof.

(b)Definitive Notes. Definitive Notes will be substantially in the form of Exhibit A (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers of the Issuer executing such Notes, as evidenced by their execution of such Notes.

(c)Rule 144A Global Notes. Notes held by Qualified Institutional Buyers that may be offered and sold in reliance on Rule 144A may be issued in the form of one or more permanent Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DTC Custodian and registered in the name of the Clearing Agency or the nominee of the Clearing Agency, duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. The aggregate outstanding principal balance of each Rule 144A Global Note may from time to time be increased or decreased by adjustments made as hereinafter provided and in accordance with the Applicable Procedures.

(d)Regulation S Global Notes. Notes held by non-U.S. persons that may be offered and sold in reliance on Regulation S may be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DTC Custodian and registered in the name of the Clearing Agency or the nominee of the Clearing Agency for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. Until the 40th day after the later of the commencement of the offering of the Notes initially issued in the form of a Regulation S Temporary Global Note or the Closing Date of the offering of such Notes, interests in such Regulation S Temporary Global

Note may be held only through Participants acting for and on behalf of Euroclear and Clearstream.

(e)The Restricted Period shall terminate on the last day thereof. Following the termination of the applicable Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. If applicable, simultaneously with the authentication of the Regulation S Permanent Global Note, the Indenture Trustee shall cancel the Regulation S Temporary Global Note. The aggregate outstanding principal balance of each Regulation S Temporary Global Note or Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made as hereinafter provided and in accordance with the Applicable Procedures.

(f)Temporary Notes. Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Indenture Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as may be reasonably acceptable to the Indenture Trustee. Without unreasonable delay, the Issuer shall prepare and the Indenture Trustee shall authenticate definitive Notes in exchange for temporary Notes. Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

Section 2.02 Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by at least one of its authorized officers. The signature of any such authorized officer on the Notes shall be manual.

(g)Notes bearing the manual signature of individuals who were authorized officers of the Issuer at the time they signed a Note shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

(h)The Indenture Trustee shall upon receipt of a written order of the Issuer signed by one of its officers or directors (an “Authentication Order”) authenticate Notes for original issue on the date hereof the Notes in the aggregate principal amount of $60,000,000 Class A Notes and $40,000,000 Class B Notes. The aggregate principal amount of the Class A Notes and Class B Notes outstanding at any time may not exceed such amount, except as provided in Section 2.05.

(i)Each Note shall be dated the date of its authentication. Except as otherwise described in this paragraph, (i) the Class A Notes and the Class B Notes shall be issuable in minimum denominations of $1,000 and in integral multiples of $1 in excess thereof. Notwithstanding any other provision in this Indenture or the Note Purchase Agreement, transfers of ownership or beneficial interests or participations in the Notes shall not be recognized if the result of such a transfer or participation is the creation of ownership or beneficial ownership of such Note in a principal amount that is less than the minimum denominations set forth in this Section 2.02(d).

(j)No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.03 Transfer and Exchange of Notes.

(a)As of the date of this Indenture, the Notes have not been registered under the Securities Act and will not be listed on any exchange. No transfer of any Note or any interest therein (including, without limitation, by pledge or hypothecation) shall be made except in compliance with the restrictions on transfer set forth in this Section 2.03 (including the applicable legends to be set forth on the face of each Note as provided in Section 2.03(i) and Section 2.03(b)(ii).)

(b)Each Holder of a Note (including any Beneficial Owner of a Global Note), by its acceptance of its beneficial interest in a Note, shall be deemed to have acknowledged, represented to and agreed with the Issuer as follows:

(i)It understands and acknowledges that such Notes have not been and will not be registered under the Securities Act or any state or other applicable securities Law and that such Notes, or any interest or participation therein, may not be offered, sold, pledged or otherwise transferred unless registered pursuant to, or exempt from registration under, the Securities Act and any state or other applicable securities Law.

(ii)It acknowledges that the applicable legends set forth in Section 2.03(i) shall appear on the face of all Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture or any supplemental indenture.

(iii)If it is acquiring any Notes, or any interest or participation therein, as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and that it has full power to make the acknowledgments, representations and agreements contained herein on behalf of each such account.

(iv)It is purchasing such Notes for its own account, or for one or more investor accounts for which it is acting as fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, subject to any requirements of Law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and subject to its or their ability to resell such Notes, or any interest or participation therein pursuant to the provisions of this Indenture.

(v)It acknowledges that the Issuer and the Indenture Trustee will rely on the truth and accuracy of the foregoing acknowledgments, representations and agreements,

and agrees that if any of the foregoing acknowledgments, representations and agreements deemed to have been made by it are no longer accurate, it shall promptly notify the Issuer.

(vi)It acknowledges that transfers of the Notes or any interest or participation therein shall be subject in all respects to the restrictions applicable thereto contained in this Indenture.

(vii)Either (1) it is not and is not acquiring the Notes or any beneficial ownership interest therein directly or indirectly for, on behalf of, or with the assets of any Plan or (2) its acquisition, holding and subsequent disposition of the Notes or any beneficial ownership interest therein is permissible under applicable law, and will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code by reason of the application of one or more Investor-Based Class Exemptions and/or the Statutory Exemption, all of the conditions of which shall be met, or breach of fiduciary duty under ERISA, or, if the Holder is subject to any Similar Law, such acquisition, holding and disposition will not constitute or result in a non-exempt violation of or breach of fiduciary duty under any Similar Law, and none of the Issuer, the Servicer, the Back-Up Servicer, the Indenture Trustee or any of their respective Affiliates is a fiduciary (within the meaning of Section 3(21) of ERISA), or falls within analogous status under any Similar Law, with respect to its acquisition or holding of the Notes, and will not otherwise result in any Tax, rescission right or other penalty on the Issuer or any of its Affiliates, and, in any case, neither the purchase nor holding of the Notes or any beneficial ownership interest therein will subject the Issuer or any of its Affiliates to any obligation not affirmatively undertaken in writing.

(viii)Any resale, pledge or other transfer of any of the Notes contrary to the restrictions set forth above and elsewhere in this Indenture shall be deemed void ab initio by the Issuer and the Indenture Trustee.

(ix)It is not a member of an “expanded group” (as defined in Treasury Regulations section 1.385-1(c)(4)) with respect to the Issuer or SelectQuote Insurance Services, and is not a “covered member” (as defined in Treasury Regulations section 1.385-1(c)(2)), except to the extent that the Issuer or its agents have provided such beneficial owner with an express waiver of this representation.

(x)If it is not a “United States person” (within the meaning of Code Section 7701(a)(30)), it is not acquiring any Note as part of a plan to reduce, avoid or evade U.S. federal income tax.

(xi)It agrees that it will not take any action that could cause, and will not omit to take any action, which omission would cause, the Issuer to become a publicly traded partnership or an association taxable as corporation for U.S. federal income tax purposes; provided that for the purposes of this subclause (xi), such Holder and/or Beneficial Owner, as the case may be, shall be allowed to assume that any Note for which a

Qualifying Debt Opinion was received are properly characterized as indebtedness for U.S. federal income tax purposes.

(c)Each Holder and beneficial owner of a Note, by acceptance of such Note or an interest in such Note, shall be deemed to understand and acknowledge that interest on the Notes will be treated as U.S. source interest and that the failure to provide the Issuer, the Indenture Trustee, the Paying Agent or any other applicable withholding agent with the properly completed and signed applicable Tax certifications and documentation (including an IRS Form W-9 (or applicable successor form) or IRS Form W-8 (or applicable successor form), as the case may be) upon its purchase or acceptance of the Note (or beneficial interest therein) or upon its discovery that such information or documentation previously provided has become obsolete or incorrect, and from time to time thereafter upon request, may result in withholding from payments in respect of such Note, including U.S. Federal withholding or back-up withholding. The Issuer, the Indenture Trustee, the Paying Agent, or any applicable withholding agent may withhold such payments made to such Holder in accordance with applicable Law (without any corresponding gross up). If payment made to a Holder under this Indenture is subject to U.S. withholding Tax under FATCA, then such Holder that may be subject to such withholding shall deliver to the Issuer (or its authorized agent), the Indenture Trustee and the Paying Agent (or if the recipient fails to so deliver, the Issuer shall deliver to the Indenture Trustee and the Paying Agent any such withholding information, to the extent the Issuer shall have received such information) at the time or times prescribed by law and at such time or times reasonably requested by the Issuer (or its authorized agent), the Indenture Trustee or the Paying Agent, documentation required by applicable law and such additional documentation reasonably requested by the Issuer, Indenture Trustee or Paying Agent to determine their obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations (including under FATCA), or to determine the amount to deduct and withhold from such payment and shall update any such information or documentation provided upon discovering that any such information or documentation previously provided has become obsolete or incorrect or is otherwise required.

(d)Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Clearing Agency to a nominee of the Clearing Agency, by a nominee of the Clearing Agency to the Clearing Agency or to another nominee of the Clearing Agency, or by the Clearing Agency or any such nominee to a successor Clearing Agency or a nominee of such successor Clearing Agency. All Global Notes will be exchanged by the Issuer for Definitive Notes if:

(i)the Issuer delivers to the Indenture Trustee notice from the Clearing Agency that it is unwilling or unable to continue to act as Clearing Agency or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Clearing Agency is not appointed by the Issuer within 90 days;

(ii)the Issuer, at its option but subject to the Clearing Agency’s rules, determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Indenture Trustee;

provided, that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to:

(A)the expiration of the Restricted Period; and

(B)the receipt by the Indenture Trustee and the Note Registrar of a certification of the beneficial owner thereof in the form of Exhibit F hereto stating that it is (x) a non-U.S. person (as such term is defined in Regulation S) or (y) a U.S. person who purchased such securities in a transaction that did not require registration under the Securities Act; or

(iii)there has occurred and is continuing a Default or Event of Default with respect to the Notes, and the Clearing Agency notifies the Indenture Trustee of its decision to exchange the Global Notes for Definitive Notes.

Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Clearing Agency shall instruct the Indenture Trustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.05. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.03 or Section 2.05 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.03(d); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.03(e) or (f) hereof.

(e)Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in Notes in the form of Global Notes will be effected through the Clearing Agency, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. For the avoidance of doubt, none of the Indenture Trustee, the Paying Agent, the Note Registrar or the Securities Intermediary shall have any responsibility for, or involvement with, transfers of beneficial interests in Global Notes. Transfers of beneficial interests in the Global Notes will also require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i)Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person other than to a “distributor” (as defined in Rule 902(d) of Regulation S) and other than pursuant to Rule 144A. No written orders or instructions shall be required to be delivered to the Note Registrar to effect the transfers described in this Section 2.03(e)(i).

(ii)Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests in Global Notes that are not subject to Section 2.03(e)(i) above, the transferor of such beneficial interest must deliver to the Note Registrar either:

(A)both:

1) a written order from a Participant or an Indirect Participant given to the Clearing Agency in accordance with the Applicable Procedures directing the Clearing Agency to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

2) written instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(A)both:

1) a written order from a Participant or an Indirect Participant given to the Clearing Agency in accordance with the Applicable Procedures directing the Clearing Agency to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

2) written instructions given by the Clearing Agency containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above;

provided, that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Indenture Trustee and the Note Registrar of a certification of the beneficial owner thereof stating that it is (i) a non-U.S. person (as such term is defined in Regulation S) or (ii) a U.S. person who purchased such securities in a transaction that did not require registration under the Securities Act.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Indenture Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.03(j) hereof.

(i)Transfer of Beneficial Interests in a Global Note to Another Global Note. A beneficial interest in any Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Global Note if the

transfer complies with the requirements of Section 2.03(d)(ii) hereof and the Note Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Note, a certificate in the form of Exhibit B hereto, including the certifications in item (1) of Section I thereof; or

(B)if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, a certificate in the form of Exhibit B hereto, including the certifications in item (2) of Section I thereof.

(a)Transfer or Exchange of Beneficial Interests in Global Notes for Definitive Notes.

(i) Beneficial Interests in Global Notes to Definitive Notes. If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) of Section 2.03(d) hereof and receipt by the Note Registrar of the following documentation:

(A)if the holder of such beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (1) of Section II thereof;

(B)if such beneficial interest is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A, a certificate from the transferor substantially in the form of Exhibit B hereto, including the certifications in item (1) of Section I thereof and a certificate from the transferee to the effect set forth in Exhibit C hereto;

(C)if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate from the transferor substantially in the form of Exhibit B hereto, including the certifications in item (2) of Section I thereof and a certificate from the transferee to the effect set forth in Exhibit C hereto; or

(D)if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) or (B) above, a certificate from the transferor to the effect set forth in Exhibit B hereto and a certificate from the transferee to the effect set forth in Exhibit C hereto;

(E)if such beneficial interest is being transferred to Issuer or to an Affiliate of the Issuer, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (4) of Section I thereof,

at the written direction of the Issuer, the Indenture Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.03(j) hereof, and the Issuer shall execute and the Indenture Trustee shall authenticate and mail to the Person designated by the Holder of such beneficial interest in the instructions delivered to the Note Registrar by the Clearing Agency and the applicable Participant or Indirect Participant on behalf of such Holder a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.03(f) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions and recorded in the Note Register in accordance with the requirements in Section 2.05. The Indenture Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Rule 144A Global Note pursuant to this Section 2.03(f) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(i)Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding any other provision in this Indenture, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Note Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B), except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904, in each case as further described herein.

(f)Transfer and Exchange of Definitive Notes for Beneficial Interests in the Global Notes. If any Holder of a Definitive Note proposes to exchange such Note for a beneficial interest in a Global Note or to transfer such Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note, then, upon receipt by the Note Registrar of the following documentation:

(i)if the Holder of such Definitive Note proposes to exchange such Note for a beneficial interest in a Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (2) of Section II thereof;

(ii)if such Definitive Note is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) of Section I thereof; or

(iii)if such Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) of Section I thereof;

the Indenture Trustee shall cancel the Definitive Note, increase or cause to be increased in a corresponding amount pursuant to Section 2.03(j) hereof the aggregate principal amount of the applicable Global Note.

(g)Transfer and Exchange of Definitive Notes for Definitive Notes.

(i)Upon written request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.03(h), the Note Registrar will register the transfer or exchange of Definitive Notes and record such transfer or exchange in the Note Register in accordance with the requirements in Section 2.05. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Note Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Note Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.03(h).

(ii)Any Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Definitive Note if the Note Registrar receives the following:

(A)if the transfer will be made to a Qualified Institutional Buyer in accordance with Rule 144A, a certificate from the transferor substantially in the form of Exhibit B hereto, including the certifications in item (1) of Section I thereof and a certificate from the transferee in the form of Exhibit C hereto;

(B)if the transfer will be made to a Non-U.S. Person in an offshore transaction pursuant to Rule 903 or Rule 904, a certificate from the transferor in the form of Exhibit B hereto, including the certifications in item (2) of Section I thereof and a certificate from the transferee in the form of Exhibit C hereto; or

(C)if the transfer will be made to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) or (B) above then a certificate from the transferor in the form of Exhibit B hereto, including the certifications in item (2) of Section I thereof and a certificate from the transferee in the form of Exhibit C hereto.

(h)Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(i)Private Placement Legend. Each Note, including, for the avoidance of doubt, any Note issued in the form of a Global Note or a Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ”SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “IAI”), AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER OR TO AN AFFILIATE OF THE ISSUER, (B) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE INDENTURE TRUSTEE AND THE NOTE REGISTRAR A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE, IN EACH CASE, SUBJECT TO THE ISSUER’S AND THE INDENTURE TRUSTEE’S, OR NOTE REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN

EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE INDENTURE TRUSTEE AND NOTE REGISTRAR.”

(ii)Global Note Legend. Each Global Note shall bear a legend in substantially the following form (with appropriate changes in the last sentence if DTC is not the Clearing Agency):

“THIS GLOBAL NOTE IS HELD BY THE CLEARING AGENCY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE INDENTURE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.03 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.03(d) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE INDENTURE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.09 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR CLEARING AGENCY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE CLEARING AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY OR BY THE CLEARING AGENCY OR ANY SUCH NOMINEE TO A SUCCESSOR CLEARING AGENCY OR A NOMINEE OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR THE NOTE REGISTRAR (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL

INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii)Regulation S Temporary Global Note Legend. Each Note in the form of a Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ”SECURITIES ACT“), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.”

(iv)OID Legend. Each Note, including, for the avoidance of doubt, any Note issued in the form of a Global Note or a Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THIS NOTE, PLEASE CONTACT: SQ ABS ISSUER, LLC, AT 6800 WEST 115TH STREET, SUITE 2511, OVERLAND PARK, KS 66211, ATTENTION: RYAN CLEMENT AND AL BOULWARE, EMAILS: [***] AND [***].”

(i)Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for beneficial interests in another Global Note or Definitive Notes, or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Indenture Trustee in accordance with Section 2.09 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Indenture Trustee or by the DTC Custodian at the direction of the Indenture Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will

take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Indenture Trustee or by the DTC Custodian at the direction of the Indenture Trustee to reflect such increase.

Section 2.04 Registration; Registration of Transfer and Exchange.

(a)The Issuer shall cause a note registrar (the “Note Registrar”) to keep a register (the “Note Register”) in which the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. Such office or agency shall initially be at Corporate Trust Office of the Indenture Trustee, and the Issuer hereby initially appoints UMB Bank, National Association to serve as Note Registrar, and UMB Bank, National Association hereby accepts such appointment. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor Note Registrar. The Issuer may appoint one or more co-registrars, and the term “Note Registrar” includes any co-registrar. If the Issuer fails to appoint or maintain another entity as Registrar, the Indenture Trustee shall act as such. None of the Issuer nor any of the Issuer’s Subsidiaries may act as Note Registrar.

(b)All Notes shall be maintained in “registered form” under Treasury Regulation Section 5f.103-1(c), Treasury Regulation Section 1.163-5, Treasury Regulation Section 1.871-14(c) and any applicable temporary, final or other successor regulations. The name and address of each Holder of the Notes, each transfer thereof and the name and address of each transferee of one or more such Notes shall be recorded in such Note Register, together with the principal amount (and stated interest) of the Notes owing to the Holder of such Notes. Prior to due presentment for registration of transfer, the person in whose name any such Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Note Registrar shall not be affected by any notice or knowledge to the contrary. No transfer shall be effective unless recorded in the Note Register.

(c)If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer shall give the Indenture Trustee, the Back-Up Servicer and the Noteholders prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes; provided, that upon the reasonable request of any Noteholder, the Note Registrar and the Indenture Trustee shall provide a copy of such certificate to such Noteholder.

(d)[Reserved].

(e)Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution”

meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

(f)No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange of Notes, but the Issuer or the Note Registrar may require payment by such Holder or Beneficial Owner of a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. The Issuer or the Note Registrar shall be permitted to request such evidence reasonably satisfactory to it documenting the identity, authority and/or signatures of the transferor and transferee.

(g)The preceding provisions of this Section 2.04 notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of fifteen (15) days preceding the due date for any payment with respect to the Note.

(h)Any purported transfer of a Note not in accordance with this Section 2.04 shall be null and void and shall not be given effect for any purpose whatsoever.

(i)Notwithstanding anything herein to the contrary, neither the Indenture Trustee nor the Note Registrar shall be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the requirements or terms of the Securities Act, applicable state securities laws, ERISA, the Code or any other applicable law (including in each case any rules promulgated thereunder).

(j)Each Person who has or who acquires any ownership interest in a Note shall be deemed by the acceptance or acquisition of such ownership interest to have agreed to be bound by the provisions of Section 2.03 and this Section 2.04.

(k)The Issuer initially appoints the Indenture Trustee to act as DTC Custodian with respect to the Global Notes and appoints DTC to act as Clearing Agency with respect to the Global Notes.

(l)The Indenture Trustee, the Paying Agent and the Note Registrar shall have no responsibility or obligation to any Person with respect to the accuracy of the books or records, or the acts or omissions of the Clearing Agency or its nominee or of any Participant, with respect to any beneficial interest in the Notes or with respect to the delivery to any Person (other than the Clearing Agency) of any notice (including any notice of prepayment) or the payment of any amount, under or with respect to the Notes. All notices and communications to be given to the Holders and all payments to be made to the Holders hereunder shall be given or made only to or upon the order of the Holders (which shall be the Clearing Agency or its nominee in the case of a Global Note). The rights of Note owners in any Global Note shall be exercised only through the Clearing Agency subject to the customary procedures of the Clearing Agency. The Indenture

Trustee, the Paying Agent and the Note Registrar shall be fully protected in relying upon information furnished by the Clearing Agency.

(m)The Indenture Trustee, the Paying Agent and the Note Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Note or any transfer of any interest in any Book-Entry Note, other than to require delivery of the certificates and other documentation or evidence as are expressly required by, and to do so if any when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance on their face to the express requirements of this Indenture. In connection with any transfer of any Note, the Indenture Trustee, the Paying Agent and the Note Registrar shall be under no duty to inquire into the validity, legality and due authorization of such transfer.

Section 2.05 Mutilated, Destroyed, Lost or Stolen Notes.

(a)If (i) any mutilated Note is surrendered to the Indenture Trustee or Note Registrar, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, the Issuer shall execute, and upon receipt of an Authentication Order in accordance with Section 2.02, the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

(b)Upon the issuance of any replacement Note under this Section 2.05, the Issuer shall pay to the Indenture Trustee and the Note Registrar any reasonable expenses in connection therewith, and the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any Tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee and the Note Registrar) connected therewith; provided, that Holders shall be responsible only for amounts in excess of $10,000 in the aggregate per Noteholder.

(c)Every replacement Note issued pursuant to this Section 2.05 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(d)The provisions of this Section 2.05 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.06 Persons Deemed Owner.

(a)Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee, the Note Registrar, the Paying Agent and any agent of the Issuer, the Indenture Trustee, the Note Registrar or the Paying Agent may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

(b)The Indenture Trustee shall recognize the Holders of Definitive Notes as Noteholders and the Note Registrar shall record the information with respect to such Holders of the Definitive Notes in the Note Register.

(c)The Indenture Trustee and the Issuer, and any agent of the Indenture Trustee or the Issuer may treat the Clearing Agency, or its nominee, as the sole and exclusive owner of the Global Notes registered in its name for the purposes of (i) payment of the principal or redemption price of and interest on the Global Notes; (ii) selecting the Global Notes or portions thereof to be redeemed; (iii) giving any notice permitted or required to be given to Beneficial Owners of Global Notes under this Indenture; (iv) registering the transfer of beneficial interests in the Global Notes; and (v) obtaining any consent or other action to be taken by Beneficial Owners of the Global Notes and for all other purposes whatsoever, and none of the Indenture Trustee, the Issuer or any agent of the Indenture Trustee or the Issuer shall be affected by any notice to the contrary (except as provided in Section 2.03(d)). None of the Indenture Trustee, the Issuer or any agent of the Indenture Trustee or the Issuer shall have any responsibility or obligation to any Participant, any Beneficial Owner of Global Notes or any other Person claiming a Beneficial Ownership interest in the Global Notes under or through a Clearing Agency or any Participant thereof, or any other Person which is not shown on the registration books as being a Noteholder, with respect to the accuracy of any records maintained by a Clearing Agency or any Participant thereof, the payment to a Clearing Agency of any amount in respect of the principal or redemption price of or interest on the Global Notes; any notice which is permitted or required to be given to Beneficial Owners of Global Notes under this Indenture; the selection by a Clearing Agency or any Participant thereof of any Person to receive payment in the event of a partial redemption of the Global Notes; or any consent given or other action taken by a Clearing Agency as a Noteholder of Global Notes. The Indenture Trustee, or the Paying Agent on its behalf, shall remit all principal and redemption price of and interest on the

Global Notes only to or upon the order of the Clearing Agency, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to the principal, purchase price or redemption price of and interest on the Global Notes to the extent of the sum or sums so paid. Except as provided in Section 2.03(d), no Person other than a Clearing Agency shall receive an authenticated Global Note evidencing the obligation of the Issuer to make payments of principal or redemption price and interest pursuant to this Indenture. Notwithstanding the foregoing, no provision of this Indenture shall (i) prevent the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or (ii) impair, as between the Clearing Agency and Participants, the operation of customary practices governing the exercise of the rights of a Beneficial Owner of any Global Note.

Section 2.07 Notice to Clearing Agencies. With respect to a Holder of a Global Note, whenever a notice or other communication is required under this Indenture to be given to Noteholders, the Indenture Trustee shall give all such notice and/or communication specified herein to the Clearing Agency. Such notice or communication will be given in the manner prescribed by the Clearing Agency. Failure to give such notice or communication or any defect in it will not affect its sufficiency with respect to other Noteholders. If a notice or communication is sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

Section 2.08 Payment of Principal and Interest.

(a)The Notes shall accrue interest during the related Interest Accrual Period at the applicable Interest Rate for each Class of Notes on the Outstanding Principal Balance of such Notes. Additionally, if the Outstanding Principal Balance of any Class of Notes has not been paid in full on or before the Anticipated Repayment Date, additional interest will begin to accrue during each Interest Accrual Period thereafter on such Class of Notes at the related Step-Up Rate. Interest on the Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

(b) Note Interest, Post-ARD Additional Interest and principal shall be payable on each Payment Date in accordance with the priorities set forth in the Priority of Payments, subject to Section 4.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note is registered on the Record Date by wire transfer in immediately available funds to the account designated by such person, except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Legal Final Maturity Date (and except for the Optional Redemption Price for any Note called for redemption pursuant to Section 10.1) which shall be payable as provided below.

(c)On each Payment Date, any Principal Distribution Amount will be payable to the Holders of each Class of Notes, in each case, to the extent of Available Funds for such Payment Date and in accordance with the Priority of Payments.

(d)Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Principal Balance of the Notes shall be payable in full on the Legal Final Maturity Date and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Legal Final Maturity Date, in the amounts and in accordance with the Priority of Payments.

(e)Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which a Responsible Officer of the Indenture Trustee shall have received written notice that an Event of Default shall have occurred and be continuing, and either (i) the Indenture Trustee (at the written direction of the Majority Noteholders) or the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 or (ii) such Event of Default arises as a result of an event set forth in Section 5.01(a)(vii) or (viii). In such case, principal shall be paid in accordance with the Priority of Payments. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed, emailed or delivered in any other manner compliant with DTC’s procedures, as applicable, prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.

(f)If the Issuer defaults in a payment of interest on any Note and insufficient funds are on deposit in the Liquidity Reserve Account to fund such interest, the Issuer shall pay defaulted interest (“Defaulted Interest”) to the Noteholders at the applicable Interest Rate, in any lawful manner. The Issuer may elect to pay such Defaulted Interest to the applicable Noteholders on a subsequent special record date, which date shall be at least five (5) Business Days prior to the next Payment Date. Such Defaulted Interest shall be due and payable on the immediately succeeding Payment Date.

Section 2.09 Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be issued in replacement of or authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 2.09, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Request that they be returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee. The Indenture Trustee shall provide notice to each Rating Agency then rating the Notes of all cancelled Notes.

Section 2.10 Release of Collateral.

(a)In connection with any release of property from the lien of this Indenture including in connection with a repurchase under Section 4.05 of the Purchase Agreement or the terms of any Basic Document, the Issuer shall cause the Indenture Trustee to release such property in accordance with the immediately following sentence. The Indenture Trustee shall release property from the lien of this Indenture only in accordance with the terms of (i) Section 4.19, (ii) Section 4.30 and (iii) any other provision of this Indenture upon receipt of (A) an Issuer Request accompanied by an Officer’s Certificate of the Issuer stating that such release is permitted by the terms of this Indenture and that the conditions precedent to such release have been satisfied and (B) in the event the Issuer requests a release of all or substantially all of the Collateral not otherwise expressly permitted by this Indenture, a written consent to such release from each Holder of the Class A Notes and the Class B Notes.

(b)In connection with the release of any Commission Receivables or other Collateral described above, the Indenture Trustee shall, pursuant to an Issuer Order, execute instruments to release such Commission Receivables or Collateral from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are consistent with the provisions of this Indenture.

Section 2.11 Paying Agent to Hold Money for the Benefit of the Secured Parties. The Issuer will require each Paying Agent other than the Indenture Trustee to agree in writing that the Paying Agent (a) will hold for the benefit of Holders, the Indenture Trustee and the other Secured Parties all money held by the Paying Agent for the payment of principal and interest on the Notes and other Secured Obligations; (b) will comply with all requirements of the Code and other applicable Tax Law (including FATCA, if applicable) with respect to the withholding from any payments made by it on any Notes of any applicable withholding Taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; and (c) will notify the Indenture Trustee of any default by the Issuer in making any such payment. While any such default continues, the Indenture Trustee may require a Paying Agent to pay all money held by it to the Indenture Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Indenture Trustee. Upon payment over to the Indenture Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) will have no further liability for the money. If the Indenture Trustee acts as Paying Agent, it will (i) segregate and hold in a separate account held by a bank for the benefit of the Holders all money held by it as Paying Agent and (ii) be subject to the provisions of clause (b) of this Section 2.11. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Indenture Trustee will serve as Paying Agent for the Notes.

Section 2.12 Tax Treatment. The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for all purposes, including U.S. federal and applicable state and local income tax purposes, (i) the Notes will be treated as indebtedness secured by the Collateral (excluding any Notes retained by the Issuer or an Affiliate of the Issuer), (ii) the Issuer will be treated as an entity disregarded from SelectQuote Insurance Services and (iii) the Grant of the Collateral by the Issuer under this Indenture will be treated as a pledge. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note, agree to treat such Notes

for all purposes, including U.S. federal and applicable state and local income tax purposes, as indebtedness secured by the Collateral of the Issuer. The parties hereto agree that they shall not cause or permit the making of any election under Treasury Regulation Section 301.7701-3 whereby the Issuer or any portion thereof would be treated as a publicly traded partnership or an association taxable as a corporation for U.S. federal income tax purposes. The parties hereto, and each Noteholder, by its acceptance of a Note, further agree that they shall take no action inconsistent with the treatment described herein, except (i) as otherwise required by a final determination as defined in Section 1313 of the Code or (ii) in accordance with the results of any Permitted Tax Restructuring. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment.

Section 2.13 CUSIPS. The Issuer shall obtain CUSIPs with respect to each class of Notes. The Indenture Trustee shall use such CUSIPs in notices of redemption as a convenience to Noteholders; provided, that any such notice may state that no representation is made as to the correctness of such CUSIPs either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Indenture Trustee and, to the extent any CUSIP with respect to the Notes is changed, each Noteholder, in writing of any change in such CUSIPs.

Section 2.14 Additional Collateral. In connection with an Equity Contribution Cure (other than in the form of cash), the Issuer may elect after the Closing Date to acquire additional Commission Receivables as an equity contribution from a Seller; provided, that the following conditions are satisfied:

(a)if such addition, individually or together or with any related additions of any other Additional Collateral, exceeds 5% of the Asset Value of the Collateral as of the Closing Date, delivery by the Issuer or the Servicer of an updated Independent Actuarial Report within forty-five (45) days of any addition of Additional Collateral or if below such threshold, delivery by the applicable Seller of a certificate confirming the value of such Additional Collateral;

(b)delivery of applicable lien releases and counterpart deeds of trust, precautionary deeds of trust, and UCC-1s or UCC-3s, as applicable, to perfect liens over such Additional Collateral;

(c)the Eligibility Criteria shall have been satisfied with respect to the Additional Collateral;

(d)delivery to the Indenture Trustee of an Officer’s Certificate certifying the conditions in this Section 2.14 (other than with respect to clause (b), which may be satisfied within the time period specified therein) have been satisfied.

Upon the consummation of any such contribution or transfer of any Additional Collateral to Issuer that satisfies the applicable conditions set forth in this Section 2.14, such Additional Collateral shall be “Collateral” and “Commission Receivables” for all purposes hereunder and under the other Basic Documents.

The Issuer shall provide notice and a description of any such Additional Collateral to each Rating Agency then rating the Notes upon the consummation of any such contribution or transfer of any Additional Collateral to Issuer that satisfies the applicable conditions set forth in this Section 2.14.

Article 3

REPRESENTATIONS AND WARRANTIES

The Issuer represents, warrants and covenants as of the Closing Date as follows:

Section 3.01 Organization and Good Standing. The Issuer is duly organized, validly existing, and in good standing under the Laws of the State of Delaware and every state in which it is qualified to do business, and the Issuer has full power and authority under its Organizational Documents to conduct its business as it is now being conducted, and to own or use the properties and assets that it purports to own or use.

Section 3.02 Authority; No Conflict.

(a)The execution, delivery, and performance of this Indenture and the Basic Documents and the performance of the Contemplated Transactions have been duly and validly authorized in accordance with the Organizational Documents of the Issuer. This Indenture has been duly executed and delivered by the Issuer and all instruments executed and delivered by the Issuer at or in connection with the applicable closing have been duly executed and delivered by the Issuer. This Indenture constitutes the legal, valid, and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Law).

(b)Neither the execution and delivery of this Indenture or the instruments executed in connection herewith by the Issuer nor the consummation or performance of any of the Contemplated Transactions or Basic Documents by the Issuer shall, directly or indirectly (with or without notice or lapse of time or both):

(i)contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Issuer, as applicable, or (B) any resolution adopted by the board of managers or members, of the Issuer;

(ii)contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to notification of or to challenge any of the Contemplated Transactions or Basic Documents, to terminate, accelerate, or modify any terms of, or to exercise any remedy or obtain any relief under, any Contract or agreement or any Law or Order to which the Issuer, or any of the Collateral, may be subject;

(iii)contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that relates to the Collateral; or

(iv)result in the imposition or creation of any Encumbrance on the Collateral other than any Encumbrance or Lien arising in favor of the Indenture Trustee pursuant to the Basic Documents or give rise to any breach, right of termination, cancellation, or acceleration under any of the terms, covenants, conditions, or provisions of, or constitute a default under, any Contract, note, bond, mortgage, indenture, license, or other material agreement to which the Issuer or any of the Collateral is bound.

Section 3.03 Legal Proceedings; Orders. There is no pending Proceeding against the Issuer or against any of the Issuer’s Affiliates (a) that relates to or may affect any of the Collateral; or (b) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions or Basic Documents. To the Issuer’s Knowledge, (x) no Proceeding of the type referenced above has been Threatened, (y) there is no Order adversely affecting the use or ownership of the Collateral to which the Issuer, or any of the Collateral, is subject, and (z) there is no Order or Proceeding restraining, enjoining, or otherwise prohibiting or making illegal the consummation of the Contemplated Transactions or Basic Documents or which, if determined adversely to the Issuer, could result in a material diminution of the benefits contemplated by this Indenture or the Contemplated Transactions or Basic Documents or result in a Material Adverse Effect.

Section 3.04 Compliance with Laws and Governmental Authorizations.

(a)All necessary Governmental Authorizations with regard to the ownership of the Issuer’s interest in the Collateral have been obtained and no violations exist or have been recorded in respect of such Governmental Authorizations.

(b)Neither the Issuer nor any of its Affiliates has any Knowledge or has received any written notice of any violation of any Laws or of any Governmental Authorization in connection with the ownership of the Collateral that has not been corrected or settled, and there are no Proceedings pending or, to the Issuer’s Knowledge, threatened that might result in any material modification, revocation, termination or suspension of any Governmental Authorization or which would require any material corrective or remedial action by the Issuer or any of its Affiliates in connection with the Collateral.

Section 3.05 Liabilities. The Issuer does not have any liabilities other than Permitted Indebtedness.

Section 3.06 Employee Benefit Plans. Except as would not reasonably be expected to have a Material Adverse Effect, neither the Issuer nor any trade or business (whether or not incorporated) that, together with the Issuer, would be treated as a single employer for purposes of Section 412 of the Code or Title IV of ERISA maintains or has ever maintained any Plan.

Section 3.07 Use of Proceeds; Margin Regulations. The Issuer will use the proceeds of the issuance of the Notes to (a) pay to the Sellers the cash portion of the purchase price for the Commission Receivables being transferred pursuant to the Purchase Agreements, (b) fund the Liquidity Reserve Account, (c) pay all transaction costs associated with the issuance of the Notes and (d) to fund a distribution of remaining amounts not used for purposes of the foregoing. The non-cash portion of the purchase price for the Commission Receivables will be paid to the Sellers through the issuance of equity interests in the Issuer, which equity interests will be equal to the difference between the fair market value of the Commission Receivables at the time of transfer and the amount of cash paid for the purchase thereof by the Issuer on the Closing Date. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Issuer in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).

Section 3.08 Existing Indebtedness; Future Liens.

(a)The Issuer has no, and has never had any, outstanding Indebtedness other than the Notes or other Permitted Indebtedness. There are no, and there have never been any, outstanding Liens on any property of the Issuer other than Permitted Liens.

(b)Other than to secure the Secured Obligations, the Issuer has not agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien (other than Permitted Liens) that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness.

(c)Other than the Basic Documents, the Issuer is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Issuer, any agreement relating thereto or any other agreement (including its charter or any other Organizational Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Issuer.

Section 3.09 Foreign Assets Control Regulations, Etc.

(a)Neither Issuer nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) to the Issuer’s Knowledge, is a target of sanctions that have been imposed by the United Nations or the European Union.

(b)Neither the Issuer nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Issuer’s Knowledge, is under investigation by any Governmental Body for possible violation of any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(c)No part of the proceeds from the sale of the Notes hereunder:

(i)constitutes or will constitute funds obtained on behalf of any Blocked Person in violation of U.S. Economic Sanctions Laws or will otherwise be used by the Issuer or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person in violation of U.S. Economic Sanctions Laws, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws, or (C) otherwise in violation of any U.S. Economic Sanctions Laws;

(ii)will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or

(iii)will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d)The Issuer and each applicable Controlled Entity have established procedures and controls which they reasonably believe are adequate (and otherwise comply with applicable Law) to ensure that such parties are and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

Section 3.10 Status under Certain Statutes. None of the Issuer, Holdings nor the pool of Collateral are subject to regulation under the Investment Company Act for reasons other than exemption (3)(c)(1) or (3)(c)(7) or a company “controlled” by an “investment company” within the meaning of the Investment Company Act.

Section 3.11 Single Purpose Entity. The Issuer (i) has been formed and organized solely for the purpose of entering into the Basic Documents to which it is a party, and performing its obligations thereunder (including entering into certain agreements in connection therewith), (ii) has not engaged in any business unrelated to clause (i) of this Section 3.11, and (iii) does not have any other assets other than those related to its activities in accordance with clause (i) above.

Section 3.12 Solvency. The Issuer is solvent, has capital not unreasonably small in relation to its business or any contemplated or undertaken transaction and has assets having a value both at fair valuation and at present fair saleable value greater than the amount required to pay its debts as they become due and greater than the amount that will be required to pay its probable liability on its existing debts as they become absolute and matured. The Issuer does not intend to incur, nor believes that it will incur, debts beyond its ability to pay such debts as they become due. The Issuer does not believe that it will be rendered insolvent by the execution and delivery of, and performance of its obligations under, this Indenture, the Notes and the other Basic Documents to which it is a party. The Issuer does not intend to hinder, delay or defraud its creditors by or through the execution and delivery of, or performance of its obligations under, this Indenture, the Notes or the other Basic Documents to which it is a party.

Section 3.13 Security Interest. The Indenture and the Master Account Intercreditor Agreement creates in favor of the Indenture Trustee on behalf of the Secured Parties, as security for the Secured Obligations and for the performance of the provisions of this Indenture and the other Basic Documents, a security interest in all of the right, title, and interest, whether now owned or hereafter acquired, of the Issuer in, to, and under the Collateral. Upon the filing of the applicable UCC financing statements, and execution of the Basic Documents all action has been taken as is necessary to perfect such security interest, and such security interest is of first priority (subject to Permitted Liens).

Section 3.14 Credit Risk Retention; 15G.

(a)Issuer has, or has ensured that Parent has, provided a reasonable period of time prior to the sale of the Notes the disclosure (the “Risk Retention Disclosure”) required under 17 CFR §246.4(c)(1)(i) (the “Risk Retention Disclosure Requirement”) and has otherwise complied with the Credit Risk Retention Rules, in connection with the issuance of the Notes.

(b)Issuer has, or has ensured that Parent has, determined (i) Parent is the “sponsor” of the “securitization transaction” (each as defined in the Credit Risk Retention Rules) comprising the transactions contemplated by the Basic Documents, (ii) the Risk Retained Interest issued with respect to the transaction contemplated by the Basic Documents represent an “eligible horizontal residual interest” (as defined in the U.S. Risk Retention Rules) equal to at least 5% of the fair value of all the “ABS interests” (as defined in the Credit Risk Retention Rules) in the Issuer issued as part of the transactions contemplated by the Basic Documents, determined as of the Closing Date using a fair value measurement framework under GAAP and (iii) the transfer to, and retention by, Holdings, as a “majority-owned affiliate” (as defined in the Credit Risk Retention Rules) of Parent of the Risk Retained Interest on the Closing Date satisfies the Credit Risk Retention Rules.

(c)To the extent required by law, Issuer shall comply with Rule 15Ga-2 under the Exchange Act.

Section 3.15 Taxes.

(a)The Issuer has timely filed, or caused to be timely filed, all Material Tax Returns which are required to be filed by it, and has paid all Material Taxes due and payable by Issuer on such Tax Returns, except, in each case, (i) Taxes that are being contested in good faith by appropriate proceedings and for which the Issuer has set aside, or caused to be set aside, on its books adequate reserves in accordance with GAAP or (ii) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b)No election has been, or will be, made pursuant to Treasury Regulations Section 301.7701-3(a) to treat the Issuer as anything other than an entity disregarded from its owner for U.S. federal and applicable state and local income tax purposes, except pursuant to a Permitted Tax Restructuring.

Section 3.16 No Issuer Guaranties or Subsidiaries. The Issuer has not made any Guaranties and it does not have any Subsidiaries.

Article 4

COVENANTS

Section 4.01 Payment of Principal and Interest. The Issuer shall duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with the Priority of Payments, the Paying Agent shall, on behalf of the Indenture Trustee, distribute all amounts on deposit in the Collection Account and allocated for distribution to the Noteholders on the applicable Payment Date pursuant to Article 8 hereof for the benefit of the Notes, to the Noteholders. Amounts properly deducted or withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

Section 4.02 Maintenance of Office or Agency. The Issuer shall maintain an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. Such office or agency shall initially be at the Corporate Trust Office of the Indenture Trustee, and the Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Indenture Trustee shall give prompt written notice to the Issuer, the Back-Up Servicer and each Rating Agency then rating the Notes of any change in the location of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands; provided, however, that the Indenture Trustee shall not be deemed an agent of the Issuer for service of process.

Section 4.03 Money for Payments to Be Held on behalf of the Noteholders. As provided in Section 8.01, all payments or amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account pursuant to the Priority of Payments shall be made on behalf of the Issuer by the Indenture Trustee or by the Paying Agent on its behalf, and no amounts so withdrawn from the Collection Account for payments of Notes shall be paid over to the Issuer except as provided in the Priority of Payments.

Section 4.04 Compliance with Law. The Issuer shall comply with all Laws and regulations to which it is subject (including ERISA, Tax and the USA PATRIOT Act) and shall obtain and maintain in effect all licenses, certificates, permits, franchises and other Governmental Authorizations necessary to the ownership of its properties or to the conduct of its businesses, in each case to the extent necessary to ensure compliance in all material respects with such Laws, ordinances or governmental rules or regulations and other Governmental Authorizations.

Section 4.05 No Change in Fiscal Year. Without the consent of the Majority Noteholders, the Issuer shall not permit its fiscal year to end on a day other than June 30, change its method of determining fiscal quarters, make or permit any change in accounting policies or reporting practices except those made in accordance with GAAP, or change its federal employer identification number, except, in each case, for any such changes which are not materially adverse to the Holders.

Section 4.06 Certain Tax Matters.

(a)The Issuer will timely file, or cause to be timely filed, all Material Tax Returns required to be filed by it, and will pay all Material Taxes due and payable by the Issuer on such Tax Returns, except, in each case, (i) Taxes that are being contested in good faith by appropriate proceedings and for which the Issuer has set aside, or caused to be set aside, on its books adequate reserves in accordance with GAAP or (ii) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b)For as long as Notes are outstanding, the Issuer shall not cause or permit the taking of any action, or the omission of any action, that would cause the Issuer to be treated as anything other than an entity disregarded as separate from its owner for U.S. federal tax income tax purposes, except pursuant to a Permitted Tax Restructuring.

Section 4.07 Existence. Subject to Section 4.15, the Issuer shall at all times preserve and keep (i) its limited liability company existence in full force and effect and (ii) all foreign qualifications of the Issuer where required to do business and all rights and franchises of the Issuer, unless, in the case of clause (ii), the termination of or failure to preserve and keep in full force and effect such right or franchise would not reasonably be expected to have a Material Adverse Effect.

Section 4.08 Books and Records. The Issuer shall maintain or cause to be maintained proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Body having legal or regulatory jurisdiction over the Issuer. The Issuer shall keep or cause to be kept books, records and accounts which, in reasonable detail, accurately reflect in all material respects all transactions and dispositions of assets. The Issuer or one of its respective Affiliates has devised a system of internal accounting controls sufficient to provide reasonable assurances that the Issuer’s books, records, and accounts in all material respects accurately reflect all transactions and dispositions of assets, and such a system shall be maintained.

Section 4.09 Performance of Material Agreements. From and after the Closing Date, the Issuer shall at all times (i) observe and perform all obligations, covenants and agreements to be performed by it under, and comply with all conditions under, each material agreement to which it is or becomes a party in accordance with the terms thereof and (ii) subject to the terms of this Indenture, to diligently exercise, enforce, defend and protect its rights under, and take any action required to collect any and all sums due to it under, each material agreement to which it is or becomes a party. The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Basic Documents to which it is a party and each other instrument and agreement included as part of the Collateral. The Issuer shall not take any action or permit any action to be taken by others which would release any Person from any of

such Person’s covenants or obligations under the Basic Documents or under any instrument or agreement included as part of the Collateral or that would result in the amendment, hypothecation, subordination, assignment, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except (i) as ordered by a bankruptcy or other court or (ii) as expressly provided in this Indenture, the other Basic Documents or such other instrument or agreement. The Issuer shall, and shall cause each of the Sellers and the Servicers to punctually perform and observe all of their respective obligations and agreements contained in this Indenture, the other Basic Documents and the instruments and agreements included in the Collateral, including but not limited to preparing (or causing to be prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other Basic Documents in accordance with and within the time periods provided for herein and therein, by enforcing the terms of the Purchase Agreements and the Servicing Agreement. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof other than in accordance with the amendment provisions set forth in such Basic Document.

Section 4.10 Maintenance of Lien. From and after the Closing Date and for so long as the Notes are outstanding, the Issuer shall, at its expense, timely take or cause to be taken all action required to maintain and preserve the perfection and first priority of the Lien on the Collateral granted under this Indenture (subject to Permitted Liens).

Section 4.11 Further Assurances. From time to time the Issuer shall perform or cause to be performed any other act as required by Law and shall execute or cause to be executed any and all further instruments that may be required by Law or reasonably necessary (or reasonably requested by the Indenture Trustee) in order to create, perfect and protect the Lien of the Indenture Trustee on or in the Collateral. The Issuer shall promptly do, execute, acknowledge and deliver, or cause to be promptly done, executed, acknowledged and delivered, all such further acts, deeds, conveyances, mortgages, assignments, transfers and assurances as the Indenture Trustee or any Noteholder may reasonably require for the creation, perfection and priority of the Liens being herein provided for (subject to Permitted Liens). Subject to Section 2.04(f), the Issuer shall pay or cause to be paid all filing, registration and recording Taxes and fees incident to such filing, registration and recording, and all expenses incidental to the preparation, execution and acknowledgment of this Indenture, and of any instrument of further assurance, and all federal or state stamp Taxes and other similar Taxes arising out of or in connection with the execution and delivery of this Indenture, the other Basic Documents and such instruments of further assurance. The Issuer hereby authorizes, but does not obligate, the Indenture Trustee to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Issuer. The Issuer acknowledges and agrees, on behalf of itself, that any such financing statement may describe the Collateral as “all assets”, “all personal property” or “all assets and all personal property of debtor, whether now owned or existing or hereafter acquired or arising, wherever located, together with all products and proceeds thereof, substitutions and replacements therefor, and additions and accessions thereto” of the applicable Person or words of similar effect as may be required by the Indenture Trustee.

Section 4.12 Use of Proceeds. The Issuer shall apply the proceeds of the sale of the Notes solely as provided in Section 3.07.

Section 4.13 Separateness.

(a)The Issuer shall pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses and any compensation due to its Independent manager or director) from its assets as the same shall become due and payable, except for expenses paid on its behalf pursuant to arm’s length contractual arrangements providing for operating, maintenance or administrative services.

(b)The Issuer shall observe all limited liability company formalities, and shall maintain books, records, financial statements and bank accounts separate from those of its Affiliates and in such form as shall be adequate and sufficient to present the separate assets and liabilities of such Serviced Group Member from those of any other Person. The Issuer’s assets shall not be listed as assets on the financial statement of any other entity except as required by GAAP; provided, that if any the Issuer’s assets shall be listed on the financial statement of any other entity as required by GAAP, appropriate notation shall be made on any consolidated statements to indicate its separateness from any Affiliates and to indicate that its assets and credit are not available to satisfy the debt and other obligations of such Affiliate or any other Person except as otherwise contemplated by the Basic Documents.

(c)The Issuer shall hold all of its assets in its own name and shall not commingle its funds and other assets with those of any Affiliate, except in each case as expressly required by the Basic Documents, or for so long as the Issuer is treated as an entity disregarded as separate from its owner for U.S. federal income tax purposes.

(d)The Issuer shall not conduct the business of or act on behalf of any other Person (except as required by the Basic Documents).

(e)The Issuer (i) shall at all times have at least one (1) duly elected Independent manager and (ii) so long as the Notes remain outstanding, shall not remove or replace any Independent manager without cause and only after providing the Indenture Trustee and each Noteholder with no less than five (5) days’ prior written notice of (A) any proposed removal of such Independent manager, and (B) the identity of the proposed replacement, together with a certification that such replacement satisfies the requirements for an Independent manager in the Organizational Documents for the Issuer; provided that no Independent manager shall be removed or replaced until a successor Independent manager has been appointed and accepted such role.

(f)The Issuer shall not institute proceedings to be adjudicated bankrupt or insolvent, consent to the institution of bankruptcy or insolvency proceedings against it, or file, or consent to, a petition seeking reorganization or relief under any applicable federal or state Law relating to bankruptcy or insolvency, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or any substantial part of its property, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts

generally as they become due, or take limited liability company action in furtherance of any such action without the affirmative vote of at least one (1) duly elected Independent manager.

(g)The Issuer shall be, and at all times shall hold itself out to the public and all other Persons as, a legal entity separate and distinct from any other Person (including any Affiliate), correct any known misunderstanding regarding its status as a separate entity, conduct business solely in its own name, and not identify itself as a division of any of its Affiliates or any of its Affiliates as a division of the Issuer (except with respect to income Taxes for so long as the Issuer is treated as an entity disregarded from its owner for U.S. federal income tax purposes). The Issuer shall conduct and operate its business in its own name.

(h)The Issuer shall not permit its name to be used by any Affiliate in the conduct of such Affiliate’s business and shall not use the name of any Affiliate in the conduct of the Issuer’s business.

(i)The Issuer shall maintain its assets, including the Collateral, and account for its liabilities in such a manner that it would not be costly or difficult to identify, segregate or ascertain its assets or liabilities from those of any other Person.

(j)The Issuer shall, except as otherwise required or provided for in the Basic Documents, maintain an arm’s length relationship with its Affiliates, and not enter into any transaction with any Affiliate unless such transaction is (i) on such terms and conditions (including terms relating to amounts paid thereunder) as would be generally available if such business transaction were with an entity that was not an Affiliate in comparable transactions, and (ii) pursuant to enforceable agreements.

(k)The Issuer shall not hold out its credit or assets as being available to satisfy the obligations of others nor guarantee the obligation of any Person.

(l)The Issuer shall maintain, adequate capital in light of its contemplated business purpose, transactions, and liabilities (provided, that no member of the Issuer nor any other Person shall have any obligation to make any contribution of capital to such the Issuer).

(m)The Issuer shall not grant a security interest in any of its assets to secure the obligations of any other Person, in each case, except any security interest granted by the Issuer to secure the Secured Obligations as required pursuant to the Basic Documents.

(n)The Issuer shall not, directly or indirectly, engage in any business or activity other than the actions that are both (i) required or permitted to be performed under its respective Organizational Documents and (ii) permitted by the terms of the Basic Documents.

(o)The Issuer shall not incur any indebtedness, liability, obligation, or expense, or own any assets, other than in each case those that are both (i) necessary to achieve the purposes set forth in its limited liability company agreement or bylaws, as applicable, and (ii) permitted by the Basic Documents;

(p)The Issuer shall not make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, other than as permitted by the Basic Documents.

(q)The Issuer shall maintain complete records of all transactions (including, without limitation, all transactions with any Affiliate).

(r)The Issuer shall comply in all material respects with all requirements of applicable Law regarding its operations and shall comply in all material respects with the provisions of this Indenture and its Organizational Documents (including, without limitation, all separateness provisions herein and therein).

(s)The Issuer shall not form, acquire, or hold any Subsidiary.

(t)The Issuer shall use separate stationery, invoices and checks bearing the Issuer’s name.

(u)The Issuer shall comply with each of the assumptions made with respect to it in any non-consolidation opinion, and the certifications contained in any certificate referred to therein, delivered by counsel in connection with the transactions contemplated by the Basic Documents.

Section 4.14 Transactions with Affiliates. The Issuer shall not enter into directly or indirectly any transaction or group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate, except pursuant to the reasonable requirements of the Issuer’s business and as would be in compliance with Section 4.13(j).

Section 4.15 Merger, Consolidation, Etc. The Issuer shall not consolidate with or merge with any other Person, divide into two or more other legal entities, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person without the written consent of the Majority Noteholders. Notwithstanding anything to the contrary, the Issuer may complete any Permitted Tax Restructuring.

Section 4.16 Lines of Business. The Issuer shall not, at any time, engage in any business other than those related to the ownership and collection of the Commission Receivables and the transactions contemplated by this Indenture and the other Basic Documents to which it is a party and other activities reasonably incidental thereto; provided, however, that the Issuer shall not engage in any business or activity or enter into any contractual arrangement which would (i) subject the Holders to regulation or oversight by any Governmental Body (other than, following foreclosure, regulations applicable to assets held as a result of such foreclosure) or cause the Holders to breach any Law or regulation or guideline of any Governmental Body or require Holders to obtain a consent, waiver or clarification by any Governmental Body, or (ii) cause any of the representations and warranties of the Issuer contained in any of the Basic Documents to be inaccurate in any material respect as of the date made or deemed made.

Section 4.17 Economic Sanctions, Etc. Neither the Issuer nor any Controlled Entity shall (a) become (including by virtue of being owned or Controlled by a Blocked Person), own or Control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any Noteholder or any affiliate of such Holder to be in violation of any applicable U.S. Economic Sanctions Laws, Anti-Corruption Laws or Anti-Money Laundering Laws, or (ii) is prohibited by any U.S. Economic Sanctions Laws.

Section 4.18 Liens. The Issuer shall not, directly or indirectly, create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any of its property or assets (including the Collateral), whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except for Permitted Liens.

Section 4.19 Sale of Assets, Etc. The Issuer shall not sell, transfer, convey, assign, exchange or otherwise dispose of any of its properties or assets in any single transaction or series of related transactions of any individual asset, or group of related assets, except (a) as required by applicable law, (b) for sales or disposal of cash and Permitted Investments in the ordinary course of its business as specified in Section 4.16 (which shall include, for the avoidance of doubt, the management of cash and Permitted Investments in accordance with Article 8 and transactions permitted by Section 4.22 or Section 4.23), (c) pursuant to a conveyance under Section 4.05 of the applicable Purchase Agreement or as permitted under the Servicing Agreement so long as concurrently with the release of the lien of this Indenture in accordance with Section 4.30, the Issuer shall have deposited an amount equal to the Applicable Repurchase Price (as defined in the applicable Purchase Agreement) into the Collection Account (d) Permitted Dispositions or (e) pursuant to a Permitted Tax Restructuring.

In connection with any sale, transfer, conveyance, assignment, exchange or disposition permitted under this Indenture, the Lien created hereunder in respect of such Collateral shall be automatically released. The Indenture Trustee shall, at the written request and sole expense of the Issuer, authorize, execute and deliver such documentation as reasonably requested and provided to it by the Issuer to effect or evidence such release, provided, that the Indenture Trustee shall have received an Officer’s Certificate to the effect that such release is permitted by this Indenture and the other Basic Documents.

Section 4.20 Permitted Indebtedness. The Issuer shall not create, guarantee, assume or suffer to exist, or in any manner be or become liable in respect of, any Indebtedness of any kind or character, other than the following (such Indebtedness being referred to as “Permitted Indebtedness”):

(a)Indebtedness owing under this Indenture, the Notes or any other Basic Document; and

(b)Obligations to a Carrier in connection with the applicable Commissions Receivables solely with respect to (i) Commissions which were erroneously paid to the Issuer

and (ii) Commissions advanced by a Carrier to the Issuer which are later required to be repaid for any reason.

Section 4.21 Amendment to Organizational Documents. Except to the extent required pursuant to a Permitted Tax Restructuring, the Issuer shall not amend, modify or otherwise change (i) any special purpose entity or separateness provisions in its Organizational Documents, (ii) any other provision of its Organizational Documents, except to the extent such amendment, modification or change would not reasonably be expected to be materially adverse to the Secured Parties or result in a Material Adverse Effect or (iii) its jurisdiction of organization, its location of principal place of business or its name, in each case, without the prior written consent of the Majority Noteholders (in each case, such consent not to be unreasonably withheld, conditioned or delayed) and provided that all actions have been taken to maintain the perfection of the security interest in favor of the Indenture Trustee.

Section 4.22 No Loans or Guaranties. The Issuer shall not, directly or indirectly, make any loan, advance or Guaranty to any Person, other than Permitted Investments.

Section 4.23 Permitted Investments; Subsidiaries. The Issuer shall not make any Investments other than (a) Investments in Permitted Investments and (b) obligations of account debtors to the Issuer arising in the ordinary course of business. Without limiting the generality of the foregoing, after the Closing Date, the Issuer shall not create any Subsidiaries or enter into any partnership or joint venture.

Section 4.24 Employees; ERISA. Except as would not be reasonably be expected to have a Material Adverse Effect, the Issuer shall not employ any employees or maintain any Plan or incur or suffer to exist any obligation to make any contribution to a Multiemployer Plan.

Section 4.25 Replacement of Servicer or Indenture Trustee.

(a)In the event that the Servicer shall be terminated or shall resign in accordance with the terms of the Servicing Agreement, the Majority Noteholders shall appoint a replacement servicer, reasonably acceptable to the Issuer, in accordance with the terms of the Servicing Agreement, and the Issuer shall notify each Rating Agency then rating the Notes of such appointment; provided, that HP One shall be deemed reasonably acceptable to the Majority Noteholders; provided, further, that if a Material Event has occurred and is continuing, the Majority Noteholders shall appoint the replacement Servicer.

(b)In the event that the Indenture Trustee is terminated, resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Issuer shall, in accordance with Section 6.08, promptly appoint a successor indenture trustee, reasonably acceptable to the Majority Noteholders, and shall notify the Back-Up Servicer and each Rating Agency then rating the Notes of such appointment; provided, that if a Material Event has occurred and is continuing, the Majority Noteholders shall appoint the successor indenture trustee.

Section 4.26 Characterization. The Issuer shall characterize (i) the transfer of the Commission Receivables by the Sellers to the Issuer pursuant to the applicable Purchase Agreement for all

purposes as an absolute transfer of legal and beneficial ownership, including on all relevant books, records, financial statements and other applicable documents, other than for U.S. federal and applicable state and local income Tax and accounting purposes and (ii) the Grant of the Collateral by the Issuer under this Indenture as a pledge for financial accounting purposes.

Section 4.27 Servicer Failure. If any Material Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement, the Issuer shall take all reasonable steps available to it to remedy such failure.

Section 4.28 Amendments to Basic Documents. Without derogating from the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it shall not, except to the extent required pursuant to a Permitted Tax Restructuring (a) terminate, amend, waive, supplement or otherwise modify any of, or consent to the assignment by any party of, the Basic Documents to which it is a party (other than this Indenture) and (b) to the extent that the Issuer has the right to consent to any termination, waiver, amendment, supplement or other modification of, or any assignment by any party of, any Basic Document to which it is not a party, give such consent, in each case, unless, (i) prior written notice of such termination, amendment, waiver, supplement or other modification or such assignment, as applicable, has been provided to each Rating Agency then rating the Notes, (ii) as evidenced by an Opinion of Counsel delivered to the Indenture Trustee, that (A) such termination, amendment, waiver, supplement or other modification or such assignment, as applicable, is authorized and permitted under the terms of the applicable other Basic Document and (B) all conditions precedent to the execution of such termination, amendment, waiver, supplement or other modification or such assignment, as applicable, have been satisfied, (iii) as evidenced by an Officer’s Certificate delivered to the Indenture Trustee in connection with such termination, amendment, waiver, supplement or other modification or assignment, as applicable, such termination, amendment, waiver, supplement or other modification or such assignment, as applicable, will not adversely affect in any material respect the interests of the Issuer or any Noteholder, (iv) the Majority Noteholders shall have received prior written notice of such termination, waiver, amendment, supplement or other modification and (v) the other requirements with respect to such termination, amendment, waiver, supplement or other modification, or such assignment, as applicable, contained in the Basic Documents (including this Section 4.28) are satisfied. Notwithstanding the foregoing, the Issuer may amend, modify, waive, supplement or agree to any amendment, modification, supplement or waiver of the terms of this Indenture in accordance with Article 9 hereof, but subject to any other conditions set forth in Article 9 hereof applicable thereto. Notwithstanding the foregoing, solely in connection with the acquisition and/or receipt, as applicable, by the Issuer of Additional Collateral in accordance with Section 2.14 or 8.12 hereof, the parties to each Purchase Agreement shall have the right to amend such Purchase Agreement solely to the limited extent necessary to provide for the acquisition and/or receipt of such Additional Collateral by Issuer thereunder in a manner that complies with Section 2.14 or 8.12 hereof, respectively.

Section 4.29 Instructions Regarding Master Distribution Account. The Issuer shall not give any instruction to the bank maintaining the Master Distribution Account to debit Collections from the Master Distribution Account except as expressly set forth in Section 8.01 hereof.

Section 4.30 Collateral Dispositions.

(a)Except to the extent required pursuant to a Permitted Tax Restructuring, the Issuer shall not elect, after the Closing Date, to sell, assign, transfer or otherwise dispose (such sale, assignment, transfer or other disposition, a “Disposition”) of Collateral (such Collateral the “Disposed Collateral”) at any time unless such Disposition is in accordance with Section 4.05 of the applicable Purchase Agreement or the following conditions (the “Release Criteria”) are satisfied (any such Disposition, a “Permitted Disposition”), as certified by the Servicer:

(i)the consideration paid for the Disposed Collateral is at least equal to the Asset Value (as reflected in the then most recent Independent Actuarial Report) of such Disposed Collateral at the time such sale is agreed (as reasonably determined by the Issuer in good faith);

(ii)the consideration for the Disposed Collateral shall be for cash or cash equivalents;

(iii)the selection procedures used in selecting such Disposed Collateral would not reasonably be expected by the Issuer to be adverse or discriminatory to the Noteholders;

(iv)the aggregate Asset Value of Disposed Collateral (as reflected in the then most recent Independent Actuarial Report) sold or otherwise assigned, transferred or disposed of shall not exceed $15,000,000.00;

(v)the Rating Agency Condition shall have been satisfied;

(vi)immediately prior to and immediately after giving effect to such Disposition, and the application of the proceeds therefrom to the repayment of the Notes, no Material Event shall have occurred and be continuing;

(vii)the proceeds of the Disposition of any Disposed Collateral have been deposited in the Collection Account for application in accordance with the Priority of Payments; and

(viii)delivery to the Indenture Trustee of an Officer’s Certificate certifying the above-conditions (other than with respect to clause (viii), which may be satisfied substantially contemporaneously with the delivery of such certificate) have been satisfied.

(b)For the avoidance of doubt, any required prepayment of the Notes in connection with a Permitted Disposition will constitute “other payments of principal” payable pursuant to Section 8.06(i)(H) or Section 8.06(i)(K), as applicable, hereof.

(c)The Issuer shall notify each Rating Agency then rating the Notes of any Permitted Disposition.

Section 4.31 Credit Risk Retention. The Issuer shall comply, and shall ensure that Parent and Holdings comply, in all respects with the requirements of the Credit Risk Retention Rules.

Article 5

EVENTS OF DEFAULT; REMEDIES

Section 5.01 Events of Default.

(a)“Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and, subject to Sections 5.01(a)(vii) and (a)(viii) 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):

(i)failure of the Issuer to pay all amounts due and owing on any Notes (other than Class A Post-ARD Additional Interest or Class B Post-ARD Additional Interest, as applicable) and reduce the Outstanding Principal Balance to zero as of the applicable Legal Final Maturity Date;

(ii)the failure of the Issuer on any Payment Date to pay any Note Interest (other than Class A Post-ARD Additional Interest or Class B Post-ARD Additional Interest, as applicable) on the Notes of the most senior Class then Outstanding when the same becomes due and payable, and such failure shall continue for a period of two (2) Business Days;

(iii)the failure by the Issuer to comply with Section 7.01(d)(i) or 7.01(d)(ii) and such failure continues for five (5) Business Days;

(iv) unless otherwise included in a separate Event of Default, (x) a material default in the observance or performance of any covenant or agreement of the Issuer made in Section 4.09 in this Indenture, (y) any other default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture or any other Basic Document (in each case, other than a covenant or agreement default which is specifically dealt with elsewhere in this Section 5.01(a)), or (z) a breach of any representation or warranty of the Issuer in this Indenture or any other Basic Document and such representation or warranty proves to have been incorrect in any material respect as of the time when the same shall have been made, and, in each case, such default shall continue or not be cured or remedied, or the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured or remedied, for a period of thirty (30) days after the earlier to occur of (i) Knowledge of the Issuer of such default or incorrect representation or warranty or (ii) receipt by the Issuer from the Indenture Trustee or receipt by the Issuer and a Responsible Officer of the Indenture Trustee from a Noteholder of a written notice of such default or incorrect representation or warranty;

(v)any default in the observance or performance of any covenant or agreement of the Issuer made in Section 4.07, 4.12, 4.15, 4.19, 4.20, 4.21, 4.23, 4.29 or 4.30 of this Indenture;

(vi)any default in the observance or performance of any covenant or agreement of the Issuer made in Section 4.13 or 4.18 of this Indenture and such default shall continue or not be cured or remedied for a period of two (2) Business Days after the earlier to occur of (i) Knowledge of the Issuer of such default or incorrect representation or warranty or (ii) receipt by the Issuer from the Indenture Trustee or receipt by the Issuer and a Responsible Officer of the Indenture Trustee from a Noteholder of a written notice of such default or incorrect representation or warranty;

(vii)the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of AgentCo, AgentCo II, PayCo, Holdings, the Issuer or the Collateral in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of AgentCo, AgentCo II, PayCo, Holdings or the Issuer or the Collateral, or ordering the winding-up or liquidation of AgentCo, AgentCo II, PayCo, Holdings or the Issuer (as applicable), and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days;

(viii)the commencement by AgentCo, AgentCo II, PayCo, Holdings or the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by AgentCo, AgentCo II, PayCo, Holdings or the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by AgentCo, AgentCo II, PayCo, Holdings or the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of AgentCo, AgentCo II, PayCo, Holdings or the Issuer, or the making by AgentCo, AgentCo II, PayCo, Holdings or the Issuer of any general assignment for the benefit of creditors, the failure by Holdings or the Issuer generally to pay its debts as such debts become due, AgentCo, AgentCo II, PayCo, Holdings or the Issuer admits in writing its inability to pay its debts as such debts become due, or the taking of any action by AgentCo, AgentCo II, PayCo, Holdings or the Issuer in furtherance of any of the foregoing;

(ix)the failure of the Indenture Trustee, for the benefit of the Secured Parties, to have a valid first-priority perfected security interest (subject to Permitted Liens) in any portion of the Collateral;

(x)the Issuer being treated as a publicly traded partnership or an association taxable as a corporation for U.S. federal income tax purposes, except pursuant to a Permitted Tax Restructuring;

(xi)the filing of a non-appealable judgment, decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or Holdings in excess of $250,000 not discharged, satisfied or stayed within sixty (60) days;

(xii)the Servicer being terminated or removed or resigning, and not otherwise replaced, appointed or engaged (except as the result of an act or omission of the Noteholders) within sixty (60) days of any such resignation, removal or termination with a replacement satisfactory to the Indenture Trustee with the written consent of the Majority Noteholders (such consent not to be unreasonably withheld or conditioned);

(xiii)an ERISA or Tax lien (except for Permitted Liens) securing the payment of money shall be rendered against the Issuer or Holdings in excess of $2,000,000 and that is not discharged within thirty (30) days of such amount becoming delinquent;

(xiv)any of the Issuer, Holdings or the Collateral being required to be registered as an “investment company” under the Investment Company Act;

(xv)the Issuer shall assert in writing (which may be provided via electronic mail) that this Indenture or any other Basic Document is no longer in full force and or effect;

(xvi)unless otherwise included in a separate Event of Default, the failure of the Issuer to pay any Indebtedness when due and payable, and not subject to waiver or deferral, in an aggregate amount of $250,000 or more;

(xvii)any Initial Servicer ceases to be a direct or indirect Subsidiary of Parent.

(b)The Issuer shall deliver to (1) a Responsible Officer of the Indenture Trustee, (2) each Rating Agency then rating the Notes, (3) each Noteholder and (4) the Back-Up Servicer, within five (5) days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time could become an Event of Default under clause (a)(iv) above, its status and what action the Issuer is taking or proposes to take with respect thereto. The Issuer shall deliver to each Rating Agency then rating the Notes, within five (5) days after the occurrence thereof, e-mail notice of the occurrence of any event constituting an Event of Default under this Section 5.01.

Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an Event of Default of which a Responsible Officer of the Indenture Trustee has received written notice should occur and be continuing, then and in every such case the Indenture Trustee at the written direction of the Majority Noteholders or the Majority Noteholders may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to a Responsible Officer of the Indenture Trustee if given by Noteholders) (a copy of which shall be provided by the Issuer to the Back-Up Servicer and each Rating Agency then rating the Notes), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable; provided, that upon the occurrence of an Event of Default specified in Section 5.01(a)(vii) or

(viii) all the Notes shall be automatically deemed to be immediately due and payable and upon such event the unpaid principal of such Notes, together with accrued and unpaid interest thereon through the date of such Event of Default specified in Section 5.01(a)(vii) or (viii) shall become immediately due and payable, in each case, without notice, declaration or demand by the Indenture Trustee or the Noteholders.

At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as provided hereinafter in this Article 5, the Majority Noteholders, by written notice to the Issuer and a Responsible Officer of the Indenture Trustee (with a copy to the Back-Up Servicer and each Rating Agency then rating the Notes), may rescind and annul such declaration and its consequences if:

(i)the Issuer has paid or deposited with the Indenture Trustee (or the Paying Agent on its behalf) a sum sufficient to pay:

(A)all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and

(B)all sums paid or advanced by the Indenture Trustee, the Paying Agent, the Securities Intermediary and the Note Registrar hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, the Paying Agent, the Securities Intermediary and the Note Registrar and their respective agents, experts and counsel; and

(ii)all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right or any exercise of remedies consequent thereto nor shall such rescission in and of itself serve as a waiver of any of the Events of Default.

Section 5.03 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a)The Issuer covenants that if (i) an Event of Default specified in Section 5.01(a)(i) has occurred and is continuing or (ii) an Event of Default specified in Section 5.01(a)(ii) has occurred and is continuing, the Issuer shall, upon demand of the Indenture Trustee, remit to the Indenture Trustee (or the Paying Agent on its behalf), for the benefit of the Secured Parties, (1) the whole amount then due and payable on such Notes for principal and interest, with interest on the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, on overdue installments of interest at the rate borne by the Notes, and (2) such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, the Paying Agent, the Noteholders, the Securities Intermediary and the Note Registrar and their

respective agents, experts and counsel, and all other amounts due and owing to the Indenture Trustee, the Paying Agent, the Securities Intermediary and the Note Registrar pursuant to Section 6.07.

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

(c)If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, proceed to protect and enforce its rights and the rights of the Secured Parties, by such appropriate Proceedings as the Indenture Trustee may deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by Law.

(d)In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar Law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

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

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

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

(iv)to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make remittances to the Indenture Trustee (or the Paying Agent on its behalf) and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to remit to the Indenture Trustee (or the Paying Agent on its behalf) such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, the Paying Agent, the Securities Intermediary and the Note Registrar each predecessor Indenture Trustee, Paying Agent, Securities Intermediary and Note Registrar and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee, the Paying Agent, the Securities Intermediary and the Note Registrar and each predecessor Indenture Trustee, Paying Agent, Securities Intermediary and Note Registrar except as a result of gross negligence or willful misconduct of such party.

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

(f)All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements, indemnities and compensation of the Indenture Trustee, the Paying Agent, the Securities Intermediary and the Note Registrar, each predecessor Indenture Trustee, Paying Agent, Securities Intermediary and Note Registrar, and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.

(g)In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Secured Parties, and it shall not be necessary to make any Noteholder a party to any such Proceedings (for the

avoidance of doubt, the Noteholders may initiate certain proceedings consistent with their rights pursuant to Section 5.07).

Section 5.04 Remedies; Priorities.

(a)If an Event of Default shall have occurred and is continuing, the Indenture Trustee may, or at the written direction of the Majority Noteholders (subject to the terms hereof) shall, do one or more of the following (subject to Section 5.05):

(i)declare the entire unpaid principal amount of the Notes, all interest accrued and unpaid thereon and all other amounts payable under this Indenture and the other Basic Documents to become immediately due and payable in accordance with Section 5.02;

(ii)institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained and collect from the Issuer and any other obligor upon such Notes monies adjudged due;

(iii)institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral;

(iv)exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Secured Parties including for the avoidance of doubt, the exercise of any remedies available under the Basic Documents; and

(v)sell the Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by Law (provided, that the Indenture Trustee will provide prior e-mail notice of such sale to the Rating Agencies then rating the Notes); provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral following an Event of Default, unless (A) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (B) the Indenture Trustee determines that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared immediately due and payable, and the Indenture Trustee obtains the written consent of the Noteholders holding one-hundred percent (100%) of the Outstanding Principal Balance of the Notes. The Indenture Trustee shall give written notice of the retention of the Collateral to each Rating Agency then rating the Notes.

(b)If the Indenture Trustee collects any money or property pursuant to this Article 5, it shall within two (2) Business Days deposit such money or property to the Collection Account as Collections to be applied pursuant to Article 8 hereof.

The Indenture Trustee may fix a record date and payment date for any payment to Noteholders and to the other Secured Parties pursuant to this Section 5.04. At least fifteen (15) days before such record date, the Issuer shall mail by overnight mail to each Secured Party a notice that states the record date, the payment date and the amount to be paid.

The Indenture Trustee shall incur no liability as a result of any sale (whether public or private) of the Collateral or any part thereof pursuant to this Section 5.04 that is conducted in a commercially reasonably manner. Each of the Issuer and each of the Secured Parties hereby waives any claim against the Indenture Trustee arising by reason of the fact that the price at which the Collateral may have been sold at such sale (whether public or private) was less than the price that might have been obtained otherwise, even if the Indenture Trustee accepts the first offer received and does not offer the Collateral to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. Each of the Issuer and each of the Secured Parties hereby agrees that in respect of any sale of the Collateral pursuant to the terms hereof, the Indenture Trustee is authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable Law, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority or official, and the Issuer and the Noteholders further agree that such compliance shall not, in and of its self, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Indenture Trustee be liable or accountable to the Issuer or any Noteholders for any discount allowed by reason of the fact that the Collateral or any part thereof is sold in compliance with any such limitation or restriction.

Section 5.05 Optional Preservation of the Assets. If the Notes have been declared to be immediately due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Collateral. In the event that the Indenture Trustee elects to maintain possession of the Collateral, the Indenture Trustee shall provide written notice of such election to the Rating Agencies then rating the Notes. It is the desire of the parties hereto and the Secured Parties that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Collateral. In determining whether to maintain possession of the Collateral, the Indenture Trustee may, but need not, obtain (at the expense of the Issuer) and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose.

Section 5.06 Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

(ii)the Majority Noteholders have consented to or made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;

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

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

(v)no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by the Majority Noteholders.

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

Section 5.07 Unconditional Rights of Noteholders to Receive Principal, Interest and Payments of Other Obligations. Notwithstanding any other provisions in this Indenture, (a) the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and (b) each Noteholder shall have the right to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

Section 5.08 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of such parties shall continue as though no such Proceeding had been instituted.

Section 5.09 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by Law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at Law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.10 Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article 5 or by Law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

Section 5.11 Control by Noteholders. The Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, that:

(i)such direction shall not be in conflict with any rule of Law or with this Indenture;

(ii)such rights shall be subject to the express terms of Section 5.04(a)(v) and Section 5.17;

(iii)if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to such Section, then any written direction to the Indenture Trustee by Holders of Notes representing less than one-hundred percent (100%) of the Outstanding Principal Balance of the Notes to sell or liquidate the Collateral shall be of no force and effect;

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

(v)the Majority Noteholders have offered to the Indenture Trustee indemnity satisfactory to the Indenture Trustee against the costs, expenses and liabilities to be incurred in complying with such direction.

Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability or might adversely affect the rights of any Noteholders not consenting to such action.

Section 5.12 Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02, the Majority Noteholders may waive any past Default or Event of Default and its consequences except a Default or Event of Default (a) in payment of principal of or interest on any of the Notes, (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note, or (c) occurring as a result of an event specified in Section 5.01(a)(vii) or (viii). In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. The Indenture Trustee shall promptly give written notice of any such waiver to each Rating Agency then rating the Notes.

Section 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Holder of a Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and reasonable expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13 shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by the Majority Noteholders or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

Section 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension Law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such Law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but shall suffer and permit the execution of every such power as though no such Law had been enacted.

Section 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee, the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.04(b).

Section 5.16 Performance and Enforcement of Certain Obligations.

(a)At the Servicer’s expense, the Issuer shall take all such lawful action as the Indenture Trustee, at the written direction of the Majority Noteholders, shall request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Sellers of their obligations under or in connection with the applicable Purchase Agreement, and/or to exercise any and all rights,

remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement and the Purchase Agreements to the extent and in the manner directed by the Indenture Trustee, at the written direction of the Majority Noteholders, including the transmission of notices of default under the Servicing Agreement on the part of the Servicer thereunder, claims for indemnification by the Issuer against the Sellers under the Purchase Agreements and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of its obligations under the Servicing Agreement and by the Sellers of their obligations under the Purchase Agreements.

(b)If an Event of Default of which a Responsible Officer of the Indenture Trustee has received written notice has occurred and is continuing, the Indenture Trustee may, or at the written direction of the Majority Noteholders shall, exercise all rights, remedies, powers, privileges and/or claims of the Issuer against the Servicer under or in connection with the Servicing Agreement, or against the Sellers under or in connection with the Purchase Agreements, including the right or power to take any action to compel or secure performance or observance by the Servicer, of its obligations to the Issuer under the Servicing Agreement or by the Sellers, of their obligations to the Issuer under the Purchase Agreements, and to give any consent, request, notice, direction, approval, extension or waiver under the Servicing Agreement or the Purchase Agreements or the other Basic Documents, as the case may be, and any right of the Issuer to take such action shall be suspended.

Section 5.17 Purchase Rights of Class B Noteholders. During the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has received written notice, one or more of the Class B Noteholders or Affiliates of the Class B Noteholders (each, a “Class B Purchaser”) may elect to purchase all, but not less than all, of the Class A Notes, for a purchase price equal to the Outstanding Principal Balance of the Class A Notes, all accrued and unpaid interest thereon and all other amounts due to the Class A Noteholders pursuant to this Agreement. Such right shall be exercised by giving the Indenture Trustee written notice of the intent to purchase the Class A Notes in the form of Exhibit E hereto (a “Class B Purchase Option Notice”) reflecting the date on which such purchase is to be consummated (the “Class B Purchase Date”), which shall be not less than ten (10) Business Days nor more than twenty (20) Business Days after the date of the Class B Purchase Option Notice. If a Class B Purchase Option Notice is delivered, the Majority Noteholders shall be stayed from exercising any remedies pursuant to Section 5.04 and from waiving any Defaults or Events of Default pursuant to Section 5.12. If there is more than one Class B Purchaser, the Class A Notes shall be allocated between or among the Class B Purchasers in proportion to the Outstanding Principal Balance of their Class B Notes or on such other basis as such Class B Noteholders may agree in writing (a copy of which written agreement shall be provided to the Indenture Trustee and the Paying Agent), and the Class B Purchase Date shall be the latest date specified in the Class B Purchase Option Notices delivered by such Class B Purchasers. The Indenture Trustee shall promptly make available a copy of each Class B Purchase Option Notice to the Noteholders and the Issuer. On the applicable Class B Purchase Date, the Class A Noteholders shall transfer the Class A Notes to the Class B Purchasers upon the tender to them (through the Indenture Trustee, or the Paying Agent on its behalf) of the purchase price described in this Section 5.17; provided, that, if any Class A Noteholder does not present its Class A Note for transfer, such Class A Note shall

be deemed to have been converted into a right to payment of the foregoing purchase price, without interest, and the Class B Purchasers shall be treated as the Holders of such Class A Notes as and from such Class B Purchase Date. If any Class B Purchaser fails to consummate the purchase of the Class A Notes, such Class B Purchaser shall be deemed to have irrevocably waived its rights to purchase the Class A Notes, and, if there are multiple Class B Purchasers, the remaining Class B Purchasers must tender the purchase price allocable to the portion of the Class A Notes allocable to such defaulting Class B Purchaser, in such manner as they shall agree, or all such remaining Class B Purchasers shall be deemed to have cancelled the purchase of the Class A Notes pursuant to such Class B Purchase Option Notices. The non-defaulting Class B Purchasers may unanimously elect to defer the Class B Purchase Date by not more than three (3) Business Days for purposes of arranging such tender, which shall be effected upon delivery of written notice of such deferment to the Indenture Trustee and the Issuer. Any transfer of the Class A Notes pursuant to this Section 5.17 shall be subject to the other transfer restrictions and requirements for the Class A Notes set forth in this Agreement and such Class A Notes.

Article 6

THE INDENTURE TRUSTEE

Section 6.01 Duties of Indenture Trustee.

(a)If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge of or has received written notice has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Basic Documents to which it is a party and no implied covenants or obligations shall be read into this Indenture or such other Basic Documents against the Indenture Trustee. In the absence of gross negligence or willful misconduct on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).

(c)The Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:

(i)this paragraph does not limit the effect of paragraph (b) of this Section 6.01;

(ii)the Indenture Trustee shall not be liable for any error of judgment made in good faith by the Indenture Trustee unless it is proved that the Indenture Trustee was grossly negligent in ascertaining the pertinent facts; and

(iii)the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11.

(d)Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section 6.01 and Section 6.02.

(e)The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

(f)Money held on behalf of the Noteholders by the Indenture Trustee need not be segregated from other funds except to the extent required by Law or the terms of this Indenture or the Servicing Agreement.

(g)No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer or the Back-Up Servicer under this Indenture or the Basic Documents.

(h)The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or otherwise to monitor the perfection, continuation of perfection or the sufficiency or validity of any security interest related to the Collateral, (ii) to see to any insurance or (iii) subject to the other provisions of this Indenture and the Basic Documents, to see to the payment or discharge of any Tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral.

(i)The Indenture Trustee shall not be charged with knowledge of any Material Event or breach of representation or warranty unless either (1) a Responsible Officer of the Indenture Trustee shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. For the avoidance of doubt, receipt by the Indenture Trustee of a Payment Date Report shall not constitute actual knowledge of any breach of representation or warranty.

Section 6.02 Rights of Indenture Trustee.

(a)The Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person.

(b)Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuer or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

(c)The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed without gross negligence or willful misconduct.

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

(e)The Indenture Trustee may consult with counsel (which may be counsel to the Issuer or the Noteholders), accountants and other experts of its own selection, and the advice or opinion of such counsel, accountants and other experts with respect to legal or other matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountants and other experts.

(f)The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction.

(g)The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document (including electronic communications), unless requested in writing to do so by the Holders of Notes representing at least 25% of any class of Notes; provided, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable discretion against such cost, expense or liability as a condition to taking any such action.

(h)The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or any other Basic Document to which it is a party shall not be construed as a duty or obligation, and the Indenture Trustee shall not be answerable under this Indenture or any other Basic Document to which it is a party for anything other than its gross negligence or willful misconduct in the performance of such act.

(i)The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee or UMB Bank, National Association in each of their respective capacities hereunder (including Paying Agent, Securities Intermediary, Note Registrar and DTC Custodian), and each agent, custodian and other Person engaged by the Indenture Trustee to act hereunder. In connection with its actions under any other Basic Document to which it is a party, the Indenture Trustee UMB Bank, National Association (in each of their respective capacities) shall also be afforded all of the rights, privileges, protections, immunities and benefits given to it herein, including, without limitation, its right to be indemnified, as if set forth in full therein, mutatis mutandis.

(j)In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, any act or provision of any present or future law or regulation or governmental authority, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, epidemics, pandemics or quarantines, loss or malfunctions of utilities, communications or computer (hardware or software) systems and services, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility.

(k)In no event shall the Indenture Trustee be liable (i) for special, consequential, indirect or punitive damages (including lost profits or diminution in value), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(l)In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder.

(m)As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Indenture Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by a Responsible Officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Indenture Trustee for any action taken or omitted to be taken by it in good faith reliance thereon.

(n)Any Opinion of Counsel requested by the Indenture Trustee shall be an expense of the party requesting the Indenture Trustee to act or refrain from acting or otherwise shall be an expense of the Issuer.

(o)The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian, (ii) using Affiliates to effect transactions in certain investments (if directed) and (iii) effecting transactions in certain investments (if directed). Such compensation shall not be considered an amount that is reimbursable or payable to the Indenture Trustee as part of the compensation hereunder.

(p)Neither the Indenture Trustee nor the Issuer shall be responsible for the acts or omissions of the other, it being understood that this Indenture shall not be construed to render them partners, joint venturers or agents (unless expressly set forth herein) of one another.

(q)The Indenture Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder that requires written direction in the absence of such written direction as provided hereunder.

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

(s)The Indenture Trustee may, from time to time, request that the Issuer deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any other Basic Document together with a specimen signature of such authorized officers; provided, however, that from time to time, the Issuer may, by delivering to the Indenture Trustee a revised certificate, change the information previously provided by it pursuant to this Section 6.02(s), but the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate.

(t)Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any information concerning the transaction contemplated hereby, the Issuer, the servicer or any other parties to any other Basic Document which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, representatives or attorneys in fact.

(u)If at any time the Indenture Trustee is served with any arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process which in any way affects this Indenture, the Notes, the Collateral or any part thereof or funds held by it (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions), it shall be authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if the Indenture Trustee complies with any such arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process, the Indenture Trustee shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, award, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

(v)The Indenture Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture or the other Basic Documents sent by the authorized Person, as the case may be pursuant to the terms hereof, by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided that such authorized Person, as applicable, shall provide to the Indenture Trustee an incumbency certificate listing designated persons with the authority to provide such instructions, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If any such authorized Person, as the case may be, elects to give the Indenture Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Indenture Trustee in its discretion elects to act upon such instructions, the Indenture Trustee’s good faith understanding of such instructions shall be deemed controlling. The Indenture Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Indenture Trustee’s reliance upon and compliance with such instructions notwithstanding that such instructions conflict, or are inconsistent, with a subsequent written instruction. In the event that the Indenture Trustee receives instructions with respect to a particular action or forbearance from action that a Responsible Officer of the Indenture Trustee determines are inconsistent or conflict, then the Indenture Trustee shall notify the sender of such conflict or inconsistency. Each authorized Person instructing the Indenture Trustee agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Indenture Trustee, including without limitation the risk of the Indenture Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties (other than as may result from the Indenture Trustee’s gross negligence or willful misconduct).

(w)With respect to any amendment of any Basic Document, the Indenture Trustee shall be protected in conclusively relying on an Officer’s Certificate of the Issuer stating that all conditions precedent to the effectiveness thereof have been satisfied.

Section 6.03 Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

Section 6.04 Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.

Section 6.05 Notices. Unless provided by Issuer on an earlier date, if a Material Event occurs and is continuing and if it is actually known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall make available to each Noteholder, the Back-Up Servicer and each Rating Agency then rating the Notes notice of the Material Event within five (5) days after receipt of such actual knowledge.

Section 6.06 Reports by Indenture Trustee. The Indenture Trustee shall make available within a reasonable period of time after the end of each calendar year to each Noteholder such information furnished to the Indenture Trustee as may be required to enable such Holder to prepare its federal and state income Tax Returns. On or before each Payment Date, the Indenture Trustee shall post a copy of the statement or statements provided to the Indenture Trustee pursuant to Section 8.10 hereof with respect to the applicable Payment Date on its internet website promptly following its receipt thereof (provided, that within five (5) Business Days of posting, the Indenture Trustee shall provide e-mail notice of such posting to the Rating Agencies then rating the Notes), for the benefit of the Noteholders, the Back-Up Servicer and Rating Agencies, and upon written request provide a copy thereof to the Back-Up Servicer and the Rating Agencies then rating the Notes. The Indenture Trustee shall post copies of the items provided to the Indenture Trustee pursuant to Section 7.01 hereof and each Independent Actuarial Report provided pursuant to Section 8.05 hereof on its internet website promptly following its receipt thereof (provided, that within five (5) Business Days of posting, the Indenture Trustee shall provide e-mail notice of such posting), for the benefit of the Noteholders, the Back-Up Servicer and Rating Agencies then rating the Notes, and upon written request provide a copy thereof to each Noteholder, the Back-Up Servicer and the Rating Agencies then rating the Notes. The Indenture Trustee’s internet website shall initially be located at “www.debtx.com”. The Indenture Trustee may change the way the statements and information are posted or distributed in order to make such distribution more convenient and/or accessible for such Noteholders, the Back-Up Servicer or the applicable Rating Agencies and the Indenture Trustee shall provide on the website timely and adequate notification to all parties regarding any such change. As currently configured, the Indenture Trustee’s website will automatically issue an email notification to any Noteholder who has registered its email address with the Indenture Trustee of any posting of information to such website. Promptly after the applicable Closing Date, the Indenture Trustee will send by email a registration link for such website to each Noteholder with an email address listed on Schedule B to the Note Purchase Agreement at such email address. Each Noteholder shall be responsible for its own registration for such website and the Indenture Trustee shall not have any obligation to monitor any Noteholder’s registration status. The Indenture Trustee shall not have any liability in connection with its website failing to automatically deliver the email notifications referenced in this Section 6.06 absent gross negligence or willful misconduct on its part.

Section 6.07 Compensation and Indemnity. The Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services as agreed between the Issuer and the Indenture Trustee in writing from time to time. The Indenture Trustee’s compensation shall not be limited by any Law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable and documented out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable and documented compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts; provided, that reimbursement for expenses and disbursements of any legal counsel to the Indenture Trustee may be subject to any limitations separately agreed upon in writing before the date hereof between the Servicer and the Indenture Trustee, if any. The Issuer shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees,

representatives and agents harmless against any and all loss, liability, claim, damage or expense (including reasonable and documented legal and consulting fees and expenses and including, without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Indenture Trustee of any indemnification or other obligation of the Issuer or the Servicer) incurred by it in connection with the administration of this Indenture and the performance of its duties hereunder. The Indenture Trustee shall, to the extent not prohibited by court order or other operation of law, notify the Issuer, the Back-Up Servicer and the Servicer promptly of any claim of which the Indenture Trustee has received written notice for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel in connection with the defense of any such claim and the Issuer shall, or shall cause the Servicer to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct or gross negligence.

The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.01(a)(vii) or (a)(viii) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar Law.

Section 6.08 Replacement of Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor indenture trustee shall become effective until the acceptance of appointment by the successor indenture trustee pursuant to this Section 6.08. The Indenture Trustee may resign at any time with thirty days’ prior written notice by so notifying the Issuer (with a copy to each Rating Agency then rating the Notes, the Noteholders and the Back-Up Servicer). The Majority Noteholders may remove the Indenture Trustee with 30 days’ prior written notice by so notifying the Indenture Trustee, the Back-Up Servicer and the Issuer and may appoint a successor indenture trustee. The Issuer shall remove the Indenture Trustee if:

(i)the Indenture Trustee fails to comply with Section 6.11;

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

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

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

If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor indenture trustee, acceptable to the Majority Noteholders, and shall notify the Back-Up Servicer and each Rating

Agency then rating the Notes of such appointment; provided, that if a Material Event has occurred and is continuing, the Majority Noteholders shall appoint the successor indenture trustee.

A successor indenture trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Noteholders, the Back-Up Servicer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor indenture trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor indenture trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor indenture trustee.

If a successor indenture trustee does not take office within thirty (30) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Majority Noteholders may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor indenture trustee.

If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor indenture trustee.

Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.08, the Issuer’s and the Servicer’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Section 6.09 Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor to the Indenture Trustee; provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide the Issuer, the Back-Up Servicer and each Rating Agency then rating the Notes with written notice of any such transaction; provided, that failure to provide such notice shall not affect the validity of any such merger, conversion, consolidation or transfer.

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

Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a)Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any Legal Requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Issuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.08 hereof. The Indenture Trustee shall provide each Rating Agency then rating the Notes with prior written notice of any such appointment.

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

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

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

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

(c)Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article 6. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee.

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

Section 6.11 Eligibility; Disqualification. The Indenture Trustee shall have a combined capital and surplus of at least $500,000,000 as set forth in its most recent published annual report of condition, and the time deposits of the Indenture Trustee shall be rated at least A- by at least one of Fitch, S&P or Moody’s and not rated any lower than BBB+ or equivalent by any other Rating Agency.

Section 6.12 Representations and Warranties of the Indenture Trustee. UMB Bank, National Association hereby makes the following representations and warranties as of the date hereof, on which the Issuer, the Noteholders shall rely:

(a)UMB Bank, National Association is a national banking association duly organized and validly existing under the Laws of the jurisdiction of its formation;

(b)UMB Bank, National Association has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture;

(c)the execution, delivery and performance by UMB Bank, National Association of this Indenture (i) shall not violate any provision of any Law or regulation governing the banking and trust powers of UMB Bank, National Association or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to UMB Bank, National Association or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of UMB Bank, National Association and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on UMB Bank, National Association’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture;

(d)no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by UMB Bank, National Association in connection with the execution, delivery or performance by UMB Bank, National Association of this Indenture or the Indenture Trustee of the other Basic Documents; and

(e)this Indenture has been duly executed and delivered by UMB Bank, National Association and constitutes the legal, valid and binding agreement of the UMB Bank, National Association, enforceable in accordance with its terms.

Article 7

INFORMATION REGARDING THE ISSUER

Section 7.01 Financial and Business Information.

(a)Annual Statements — The Issuer shall deliver, or cause the Servicer to deliver, to the Indenture Trustee (with a copy to the Back-Up Servicer), within seventy five (75) days after the end of each fiscal year of the Issuer, commencing with the fiscal year ended June 30, 2025, duplicate copies of (i) the audited consolidated balance sheet of the Parent and its consolidated subsidiaries as at the end of such fiscal year and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year setting forth in each case in consolidated form the figures for the previous fiscal year, (ii) consolidating information with respect to the Parent and its subsidiaries (including the Issuer), in each case, in consolidated form the figures for the previous fiscal year, and (iii) the audited consolidated balance sheet of the Issuer and its consolidated subsidiaries as at the end of such fiscal year and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year setting forth in each case in consolidated form the figures for the previous fiscal year, in each case of clauses (i), (ii) and (iii) above, accompanied by the report of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, which report shall (i) be prepared in accordance with generally accepted auditing standards and (ii) state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP; provided, that upon receipt of such audited consolidated financial statements and audited consolidating information, respectively, the Indenture Trustee shall promptly make them available to Noteholders, and the Rating Agencies then rating the Notes on the Indenture Trustee’s internet website referenced in Section 6.06 hereof; provided, further, that subject to Section 6.06 hereof, within five (5) Business Days of posting, the Indenture Trustee shall provide e-mail notice of such posting to the Rating Agencies.

(b)Quarterly Statements — The Issuer shall deliver, or cause the Servicer to deliver, to the Indenture Trustee (with a copy to the Back-Up Servicer), within forty-five (45) days after the end of each of the first three quarterly fiscal periods in each fiscal year of the Issuer, commencing with the fiscal quarter of the Issuer ending December 31, 2024, duplicate copies of the following reports; provided, that upon receipt of such reports, the Indenture Trustee shall promptly make them available to Noteholders and the Rating Agencies then rating the Notes on the Indenture Trustee’s internet website: (x) an unaudited consolidated balance sheet of the Parent and its consolidated subsidiaries and the related consolidated statements of income and cash flows as at the end of such fiscal quarter, (y) consolidating information with respect to the Parent and its subsidiaries (including the Issuer and its subsidiaries) and (z) an unaudited consolidated balance sheet of the Issuer and its consolidated subsidiaries and the related

consolidated statements of income and cash flows as at the end of such fiscal quarter, in each case setting forth, starting with the fiscal quarter ending December 31, 2024, in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail prepared in accordance with GAAP applicable to quarterly financial statements generally and, in the case of clauses (x) and (z), certified by a Senior Financial Officer of the Parent or the Issuer, as applicable, or in either case, a manager thereof, as fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of the Parent and its subsidiaries or the Issuer and its consolidated subsidiaries, as applicable, in each case, subject to normal year-end adjustments and absence of footnotes.

(c)Annual AUP — The Issuer shall (or shall cause the Servicer to) engage the Back-Up Servicer or an accounting firm of nationally recognized standing approved by the Majority Noteholders to perform an agreed upon procedures review (an “AUP”) in form and substance approved by the Majority Noteholders (as evidenced in an Officer’s Certificate of the Issuer delivered to the Indenture Trustee), commencing on the twelve (12) month anniversary of the Closing Date. The Issuer or the Servicer shall cause such AUP to be completed within one hundred and twenty (120) days after the end of each such anniversary of the Closing Date. Upon receipt of such AUP and written direction from the Issuer, the Indenture Trustee shall promptly send a copy of such AUP to the Back-Up Servicer (to the extent the Back-Up Servicer is not providing such report), Noteholders and the Rating Agencies then rating the Notes; provided, that any party receiving a copy of such AUP shall be required to be in compliance with any confidentiality requirements of the provider of such AUP prior to receipt of such AUP.

(d)Notices — The Issuer shall deliver, or cause the Servicer to deliver, to the Indenture Trustee, each Noteholder and the Back-Up Servicer promptly, and in any event within three (3) Business Days after a Responsible Officer of any Related Party becomes aware of the existence of (i) any Material Event, (ii) any material breach or default of the Issuer under any Basic Document to which it is a party, (iii) any event that could reasonably be expected to cause a Material Adverse Effect, (iv) any notice received relating to the Issuer, the Indenture or any Basic Document or (v) information that any Person has given any notice or taken any action with respect to a claimed default hereunder, an Officer’s Certificate (with a copy to each Rating Agency then rating the Notes) specifying the nature and period of existence and what action the Issuer is taking or proposes to take with respect thereto. The Issuer shall, at the Issuer’s expense (in accordance with the applicable Priority of Payments), promptly provide the Indenture Trustee, the Noteholders, the Servicer (or Back-Up Servicer) and the Rating Agencies then rating the Notes with such additional information as any such party may reasonably request from time to time in connection with the matters so reported, and the actions so taken or contemplated to be taken.

(e)Notices from Governmental Body — The Issuer shall deliver, or cause the Servicer to deliver, to the Indenture Trustee, each Noteholder and the Back-Up Servicer promptly, and in any event within ten (10) days of receipt thereof, copies of any material notice to the Issuer from any Governmental Body (with a copy to each Rating Agency then rating the Notes) relating to any order, ruling, statute, license or other Law or regulation.

(f)Notices under Material Agreements — The Issuer shall deliver, or cause the Servicer to deliver, to the Indenture Trustee, each Noteholder and the Back-Up Servicer promptly, and in any event within ten (10) days after delivery or receipt by the Issuer, copies of all notices of termination, default or event of default, suspension of performance or any force majeure event given or received pursuant to or in respect of any material agreement to which it is a party or any other material notices or documents given or received pursuant to or in respect of any material agreement to which it is a party (with a copy to each Rating Agency then rating the Notes).

(g)Payment Date Compliance Certificates — On or before the second (2nd) Business Day prior to each Payment Date, the Issuer shall deliver to the Indenture Trustee, the Back-Up Servicer and each Rating Agency then rating any Notes, an Officer’s Certificate to the effect that, except as provided in a notice delivered pursuant to Section 7.01(d), no potential Rapid Amortization Event or Rapid Amortization Event, no potential Servicer Termination Event or Servicer Termination Event, no Default or Event of Default has occurred and is continuing (each, a “Payment Date Compliance Certificate”).

(h)Ratings — Beginning with the year ended December 31, 2025, the Issuer shall annually obtain a ratings letter from at least one Rating Agency. Upon receipt of such ratings letter from the Issuer, the Indenture Trustee shall promptly make such ratings letter available to Noteholders, and the Rating Agencies then rating the Notes on the Indenture Trustee’s internet website.

(i)Rule 144A Information – At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Issuer shall, upon the request of any Beneficial Owner of any Note, which Beneficial Owner is a Qualified Institutional Buyer, provide such Beneficial Owner, and any Qualified Institutional Buyer designated by such Beneficial Owner, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(j)Annual Reconciliations – The Issuer shall deliver, or cause the Servicer to deliver, to the Indenture Trustee (with a copy to the Back-Up Servicer), within sixty (60) days after the end of each fiscal year of the Issuer, commencing with the fiscal year ended June 30, 2025, annual reconciliation reports with respect to each Carrier, which such annual reconciliation report the Indenture Trustee shall post to its internet website.

(k)Risk Retention Disclosure — Within thirty (30) calendar days following the Closing Date, the Indenture Trustee, based solely on information provided to it by Parent, will make available to Noteholders at its internet website set forth in Section 6.06 hereof, a statement with valuations prepared by Parent, and furnished to the Indenture Trustee by Parent in accordance with the terms hereof, that will set forth the following information:

(i)the fair value, expressed as a percentage of the fair value of all of the asset-backed securities issued by the Issuer on the Closing Date and by dollar amount, of the Risk Retained Interest retained by Parent (or its majority-owned Affiliate) as of the Closing Date, based on actual sale prices and finalized tranche sizes; and

(ii)the fair value, expressed as a percentage of the fair value of all of the asset-backed securities issued by the Issuer on the Closing Date and by dollar amount, of the horizontal risk retention interest that Parent is required to retain under the U.S. Credit Risk Retention Rules as of the Closing Date.

In no event shall the Indenture Trustee, the Paying Agent, the Note Registrar or the Securities Intermediary have any responsibility to monitor compliance with or enforce compliance with Credit Risk Retention Rules or other rules or regulations relating to risk retention. None of the Indenture Trustee, the Paying Agent, the Note Registrar or the Securities Intermediary shall be charged with knowledge of such rules, nor shall it be liable to any Noteholder or other party for violation of such rules now or hereinafter in effect.

Article 8

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01 Deposit of Collections. The Issuer shall, and shall cause AgentCo, AgentCo II, PayCo and the Servicer on its behalf, to direct that all Collections be initially remitted to the Master Payment Account(s), automatically transferred to the Master Distribution Account, and, thereafter, subsequently transferred to the Collection Account in accordance with and to the extent provided by the terms of this Indenture, the Servicing Agreement and the Master Account Intercreditor Agreement, in all cases without duplication.

Section 8.02 Establishment of Accounts.

(a)

(i)The Issuer, for the benefit of the Secured Parties, shall cause to be established and maintained with the Securities Intermediary a non-interest bearing trust account (which shall be deemed an Eligible Account) on behalf of, and in the name of, the Indenture Trustee (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties.

(ii)The Issuer, for the benefit of the Secured Parties, shall cause to be established and maintained with the Securities Intermediary a non-interest bearing trust account (which shall be deemed an Eligible Account) on behalf of, and in the name of, the Indenture Trustee (the “Liquidity Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties.

(iii)Pursuant to the DACA and the Intercreditor Agreement, as applicable, PayCo will maintain the Master Payment Accounts and the Master Distribution Account, and PayCo and the Servicer will direct payments with respect to the Commission Receivables deposited therein to be transferred subsequently to the Collection Account in accordance with the terms of Section 8.01, the Purchase Agreements and the Servicing Agreement.

(b)Funds on deposit in each of (i) the Collection Account and (ii) the Liquidity Reserve Account (collectively the “Issuer Accounts”) shall be invested by the Securities Intermediary on behalf of the Indenture Trustee in Permitted Investments as directed in writing by the Servicer. In the absence of written direction from the Servicer, such funds shall remain uninvested. All such Permitted Investments shall be held by the Securities Intermediary on behalf of the Indenture Trustee for the benefit of the Secured Parties; provided, that on each Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Issuer Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. Other than as permitted by the Majority Noteholders, funds on deposit in the Issuer Accounts shall be invested in Permitted Investments that will mature (A) not later than the Business Day immediately preceding the next Payment Date or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account and the Liquidity Reserve Account, as applicable, is then maintained and is invested in a time deposit of the Indenture Trustee with a credit rating in one of the generic rating categories that signifies investment grade from at least one of the Rating Agencies (such account being maintained within the corporate trust department of the Indenture Trustee); and provided, that Permitted Investments shall be available for redemption and use by the Indenture Trustee on the relevant Payment Date. In no event shall the Indenture Trustee be held liable for investment losses in Permitted Investments pursuant to this Section 8.02(b), except to the extent it is acting separately in its capacity as obligor thereunder.

(c)(i) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Issuer Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income, and any other Issuer Account Property shall be part of the Collateral. The Issuer Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Secured Parties. If, at any time, any of the Issuer Accounts cease to be an Eligible Account, the Paying Agent on behalf of the Indenture Trustee shall within 10 Business Days (or such longer period agreed to by the written consent of the Majority Noteholders, not to exceed 30 calendar days) establish a new Issuer Account as an Eligible Account and shall transfer any cash and/or any investments to such new Issuer Account. UMB Bank, National Association or the other Person holding the Issuer Accounts as provided in this Section 8.02(c) shall be the “Securities Intermediary.” On the Closing Date, UMB Bank, National Association is the Securities Intermediary. If the Securities Intermediary shall be a Person other than the Indenture Trustee or the Paying Agent on its behalf, the Servicer shall obtain the express written agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 8.02.

(i)The Securities Intermediary agrees, by its acceptance hereof, that:

(A)The Issuer Accounts are “securities accounts” within the meaning of Section 8-501 of the New York UCC and are accounts to which Financial Assets will be credited.

(B)All securities or other property underlying any Financial Assets credited to the Issuer Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Issuer Accounts be registered in the name of the Issuer or the Servicer, payable to the order of the Issuer or the Servicer or specially indorsed to the Servicer or Holdings except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank.

(C)All property delivered to the Securities Intermediary pursuant to this Indenture will be promptly credited to the appropriate Issuer Account.

(D)Each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to an Issuer Account, shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC.

(E)If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Issuer Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer, the Servicer or any other Person.

(F)The Issuer Accounts shall be governed by the Laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Issuer Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the Laws of the State of New York.

(G)The Securities Intermediary has not entered into, and until the termination of this Indenture will not enter into, any agreement with any other person relating to the Issuer Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Indenture will not enter into, any agreement with the Issuer, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 8.02(c)(ii)(E) hereof.

(H)Except for the claims and interest of the Indenture Trustee and of the Issuer in the Issuer Accounts, the Securities Intermediary knows of no claim to, or interest in, the Issuer Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any

writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Issuer Accounts or in any Financial Asset carried therein, the Securities Intermediary shall promptly notify the Indenture Trustee, each Rating Agency then rating the Notes, the Servicer and the Issuer thereof.

(I)The Securities Intermediary shall promptly send copies of all statements, confirmations and other correspondence concerning the Issuer Accounts and/or any Issuer Account Property simultaneously to each of the Servicer and the Indenture Trustee.

(J)The Securities Intermediary (A) shall be a corporation or national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder, (B) shall not be an Affiliate of the Issuer, (C) shall have a combined capital and surplus of at least U.S.$500,000,000 (D) shall be subject to supervision or examination by United States federal or state authority, (E) shall have a rating of at least “Baa1” or better by Moody’s, “A-” or better by S&P and “A-” or better by Fitch (if such entity is rated by Fitch) and (F) shall be an Eligible Institution.

(K)The Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to any Issuer Account.

(L)The Securities Intermediary shall not change the name or the account number of any Issuer Account without the prior written consent of the Indenture Trustee (acting at the written direction of the Majority Noteholders).

(M)The Securities Intermediary shall not be a party to any agreement that is inconsistent with this Indenture, or that limits or conditions any of its obligations under this Indenture. The Securities Intermediary shall not take any action inconsistent with the provisions of this Indenture applicable to it.

(N)Each item of property credited to each Issuer Account shall not be subject to, and the Securities Intermediary hereby waives, any security interest, lien, claim, encumbrance, or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee).

(O)For purposes of Article 8 of the New York UCC, the jurisdiction of the Securities Intermediary with respect to the Collateral shall be the State of New York. The law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary and, to the extent not so provided in any account agreement governing the Issuer Accounts established pursuant to this Section 8.02, such account agreement is hereby amended to so provide and it

will not modify the law applicable to such issues or (so long as this Indenture is in effect) under such account agreement.

(P)It is the intent of the Indenture Trustee and the Issuer that each Issuer Account shall be a securities account on behalf of the Indenture Trustee for the benefit of the Secured Parties and not an account of the Issuer.

(ii)The Servicer shall have the power to instruct the Paying Agent on behalf of the Indenture Trustee in writing to make withdrawals and payments from the Issuer Accounts for the purpose of permitting the Servicer to carry out its respective duties under the Servicing Agreement or hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture; provided, that the Indenture Trustee shall have no responsibility for monitoring the Servicer’s duties and shall rely exclusively on such written direction to determine if a withdrawal or payment should be made.

Section 8.03 Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Collateral, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article 5.

Section 8.04 Management of the Issuer Accounts.

(a)Collection Account.

(i)Amounts on deposit in the Collection Account may be applied to pay Senior Expenses due and payable at any time (including on a date that is not a Payment Date), upon written direction (in the form of an Officer’s Certificate) of a Servicer; provided, that such amounts so withdrawn shall not exceed $200,000 in any calendar year (which amount, for the avoidance of doubt, is separate from any servicing fees payable pursuant to the Priority of Payments described herein). Each such request shall include (A) the Person to be paid, (B) the reason for such payment and (C) the amount of such payment. Upon receipt of a request in accordance with the preceding sentence, the Indenture Trustee or the Paying Agent shall remit payment for such Senior Expenses to the Servicer within five (5) Business Days.

(ii)Each Servicer shall be entitled to direct (via an Officer’s Certificate) the Paying Agent or the Indenture Trustee to withdraw, and upon receiving such direction, the Indenture Trustee or Paying Agent shall withdraw, from amounts on deposit in the Collection Account with respect to a Collection Period amounts previously deposited in

the Collection Account but later determined by such Servicer (and verified in writing by the Back-Up Servicer) to have resulted from mistaken deposits or postings or checks returned for insufficient funds or that constituted payment of amounts that are not Commission Receivables. Notwithstanding anything contained herein to the contrary, the Indenture Trustee and the Paying Agent shall be authorized to accept instructions (which shall be in writing) from the Servicers (and verified in writing by the Back-Up Servicer) on behalf of the Issuer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent such funds have been mistakenly deposited into the Collection Account (including without limitation funds representing amounts not part of the Commission Receivables). In the case of any withdrawal or transfer pursuant to the foregoing sentence, the applicable Servicer, on behalf of the Issuer, shall provide the Indenture Trustee, the Back-Up Servicer and the Paying Agent with written notice of such withdrawal or transfer, together with reasonable supporting details regarding such withdrawal or transfer and the mistaken deposit related thereto, on such date of withdrawal to be delivered by such Servicer, on behalf of the Issuer (or in such earlier written notice as may be required by the Indenture Trustee from such Servicer, on behalf of the Issuer, from time to time). Notwithstanding anything therein to the contrary, the Indenture Trustee and the Paying Agent shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of all reasonable out-of-pocket costs and expenses incurred by the Indenture Trustee or the Paying Agent in connection with any misdirected funds described in the second foregoing sentence.

(iii)Not later than the second Business Day after receiving a Split Commission Certificate from the applicable Servicer (that is verified in writing by the Back-Up Servicer), the Issuer shall direct the Paying Agent in writing, and the Paying Agent shall, to the extent that funds are available, withdraw from the Collection Account the Split Commissions Amount as set forth in such Split Commission Certificate and distribute such amounts to the Persons entitled to receive any such amount as set forth in such Split Commission Certificate.

Section 8.05 Independent Actuarial Reports.

(a)The Issuer shall be required to deliver, or to cause the Servicer to deliver, to the Indenture Trustee, the Back-Up Servicer and each Rating Agency then rating the Notes an updated Independent Actuarial Report by June 30 and December 31 of each calendar year, commencing with June 30, 2025 and, to the extent the Servicer obtains, in its sole discretion, an updated Independent Actuarial Report prior to either semi-annual report required hereunder, promptly following the date such report is obtained by the Servicer; provided, that if the Issuer must deliver an updated Independent Actuarial Report in accordance with Section 2.14 hereof, such updated Independent Actuarial Report may, with respect to Commission Receivables existing prior to the acquisition of Additional Collateral, be the same report as the most recently delivered Independent Actuarial Report, rolled forward by or under the supervision of the Chief Financial Officer (or similarly titled position) of the Servicer, and, to the extent the Issuer, or the Servicer on the Issuer’s behalf, in its discretion obtains an updated Independent Actuarial Report prior to any otherwise scheduled semi-annually updated Independent Actuarial Report, the

Issuer, or the Servicer on the Issuer’s behalf, shall be required to deliver each such updated Independent Actuarial Report to such persons promptly upon its receipt thereof.

(b)The Issuer shall be required to deliver, or to cause the Servicer to deliver, to the Independent Actuarial Report provider, all data that such provider will require to update the Independent Actuarial Report by June 10 and December 10 of each calendar year, commencing with June, 2025.

(c)The Indenture Trustee shall promptly make any such Independent Actuarial Reports and other reports delivered pursuant to this Section 8.05 available to the Noteholders by posting any such Independent Actuarial Report or other reports delivered pursuant to this Section 8.05 to its internet website referenced in Section 6.06 hereof; provided, that subject to Section 6.06, within five (5) Business Days of posting, the Indenture Trustee shall give each Holder of the Notes and each Rating Agency then rating the Notes an e-mail notice of such posting.

(d)If the Independent Actuarial Report provider changes its methodology in a way that by itself causes the Asset Value and/or the Performance Adjustment Factor to decrease, then the Issuer and the Majority Noteholders shall in good faith discuss amendments to the definition of “Independent Actuarial Report,” “Asset Value,” “Performance Adjustment Factor” and any defined terms used therein in order to avoid such a decrease.

Section 8.06 Distributions.

(i)Except as otherwise provided in clause (ii) below, on each Payment Date, and, with respect to Optional Redemptions in part, on each Redemption Date, the Issuer, or any Servicer on the Issuer’s behalf, shall instruct the Paying Agent on behalf of the Indenture Trustee in writing (based solely on the information contained in the Payment Date Report delivered on the related Payment Determination Date pursuant to Section 8.10) to apply all Available Funds for payments of the following amounts in the following order of priority:

(A)pro rata and pari passu, (1) to the Indenture Trustee, Paying Agent, Securities Intermediary and Note Registrar, (x) the Indenture Trustee’s, Paying Agent’s, Securities Intermediary’s and Note Registrar’s fees due and payable on such Payment Date and (without duplication) any accrued and unpaid fees of the Indenture Trustee, Paying Agent, Securities Intermediary and Note Registrar due and payable on prior Payment Dates, plus (y) any Administrative Expenses due and payable to the Indenture Trustee; provided, that in no event shall the cumulative aggregate amount paid to the Indenture Trustee pursuant to this clause (A)(1) exceed $150,000 in any calendar year; provided, that any amounts in excess of $150,000 which are unpaid pursuant to the cap herein or pursuant to Section 8.06(i)(N) shall remain due and owing to the Indenture Trustee and payable in the following year and each subsequent year thereafter until repaid in full; provided, further, that following the occurrence and during the continuance of an Event of Default, no such cap shall apply, and (2) to the Back-Up Servicer, an amount equal to the Back-Up Servicing Fee and any accrued and

unpaid Back-Up Servicing Fees from prior Payment Dates; plus actual costs of the Back-Up Servicer incurred pursuant to, and reimbursable by the Issuer under, the Back-Up Servicing Agreement in an amount not to exceed $500 on any Payment Date (provided, that any amounts in excess of such amount which are unpaid pursuant to the cap or pursuant to clause (N) below herein shall remain due and owing to the Back-Up Servicer and payable in the following year and each subsequent year thereafter until repaid in full);

(B)so long as no Servicer Termination Event has occurred and is continuing, to the Servicer, the Servicing Fee due and payable on such Payment Date and (without duplication) any accrued and unpaid Servicing Fees due and payable on prior Payment Dates (provided, that any such amounts which are unpaid shall remain due and owing to the Servicer and payable in the following year and each subsequent year thereafter until repaid in full);

(C) to the Class A Noteholders, pro rata, based on the Class A Note Interest due and payable on such Payment Date, the respective Class A Note Interest due and payable (other than Class A Post-ARD Additional Interest on such Payment Date);

(D)to the Class B Noteholders, pro rata, based on the Class B Note Interest due and payable on such Payment Date, the respective Class B Note Interest (other than Class B Post-ARD Additional Interest or Defaulted Interest on the Class B Notes) due and payable on such Payment Date;

(E)to the Liquidity Reserve Account, the amount required to cause the balance in the Liquidity Reserve Account to equal the Liquidity Reserve Account Required Balance;

(F)to the Class A Noteholders, pro rata, based on the Outstanding Principal Balance of such Class A Notes, as payment of principal on the Class A Notes, the lesser of (x) the Outstanding Principal Balance of the Class A Notes and (y) the Class A Principal Distribution Amount with respect to such Payment Date;

(G)if a Rapid Amortization Event has occurred and is continuing, pro rata, to the Class A Noteholders an amount equal to the lesser of (I) the Outstanding Principal Balance of the Class A Notes for such Payment Date and (II) all remaining amounts for such Payment Date;

(H)to the Class A Noteholders, first, (i) based on the Outstanding Principal Balance of the Class A Notes, the Optional Redemption Price for each of the Class A Notes with respect to such Payment Date and second (ii) any other payments of principal on the Class A Notes that are due and payable and remain unpaid as of such Payment Date;

(I)to the Class B Noteholders, first, (i) any Defaulted Interest on the Class B Notes due and payable on such Payment Date and second (ii) pro rata, based on the Outstanding Principal Balance of such Class B Notes, as payment of principal on the Class B Notes, the lesser of (x) the Outstanding Principal Balance of the Class B Notes and (y) the Class B Principal Distribution Amount with respect to such Payment Date;

(J)if a Rapid Amortization Event has occurred and is continuing, pro rata, to the Class B Noteholders an amount equal to the lesser of (I) the Outstanding Principal Balance of the Class B Notes for such Payment Date and (II) all remaining amounts for such Payment Date;

(K)to the Class B Noteholders, first, (i) based on the Outstanding Principal Balance of the Class B Notes, the Optional Redemption Price for each of the Class B Notes with respect to such Payment Date and second (ii) any other payments of principal on the Class B Notes that are due and payable and remain unpaid as of such Payment Date;

(L)to the Class A Noteholders, pro rata, any remaining amounts due and payable to the Class A Noteholders under the Basic Documents (including the Class A Post-ARD Additional Interest);

(M)to the Class B Noteholders, pro rata, any remaining amounts due and payable to the Class B Noteholders under the Basic Documents (including the Class B Post-ARD Additional Interest);

(N)to the Indenture Trustee and the Back-Up Servicer, any amounts due and payable but not paid in accordance with clause (A) above;

(O)pro rata and pari passu, to the Servicer, any amounts owed but not paid in accordance with clause (B) above;

(P)any other expenses of the Issuer, including Senior Expenses not otherwise paid pursuant to Section 8.04(a) and any Special Indemnity Payments due and payable; and

(Q)to or as directed by the Issuer, all remaining amounts free and clear of the lien created by the Indenture; provided, that during the continuance of any Material Event or any event or condition that, with notice, the lapse of time, or both, would constitute a Material Event, any remaining amounts shall remain on deposit in the Collection Account until such event or condition is cured, in each case, for application as Available Funds on the following Payment Date.

(ii)On each (a) Payment Date as of which any of the Notes have been accelerated as a result of an Event of Default, (b) Redemption Date on which an Optional Redemption in whole of the Notes is scheduled to occur, or (c) that is on or after the

Legal Final Maturity Date, in each case as specified solely in the Payment Date Report delivered on or before the related Payment Determination Date pursuant to Section 8.10, Available Funds and all amounts in the Collection Account and the Liquidity Reserve Account shall be distributed by the Paying Agent on behalf of the Indenture Trustee in the following order and priority of payments:

(A)all payments required and in the order required by Sections 8.06(i)(A) and (B), in each case without giving effect to any fee or expense caps stated therein;

(B)to the Class A Noteholders, pro rata, based on the respective Class A Note Interest payable with respect to such Payment Date or Redemption Date, the Class A Note Interest due and payable on such Payment Date or Redemption Date;

(C)to the Class B Noteholders, pro rata, based on the respective Class B Note Interest payable with respect to such Payment Date or Redemption Date, the Class B Note Interest due and payable on such Payment Date or Redemption Date;

(D)to the Class A Noteholders, pro rata, the Outstanding Principal Balance of the Class A Notes plus, in the case of an Optional Redemption, the applicable Redemption Premium, if any;

(E)to the Class B Noteholders, pro rata, the Outstanding Principal Balance of the Class B Notes plus, in the case of an Optional Redemption, the applicable Redemption Premium, if any;

(F)to the Class A Noteholders, pro rata, any remaining amounts owed to the Class A Noteholders under the Basic Documents (including any shortfall of amounts due and not previously paid);

(G)to the Class B Noteholders, pro rata, any remaining amounts owed to the Class B Noteholders under the Basic Documents (including any shortfall of amounts due and not previously paid);

(H)pro rata and pari passu, to the Indenture Trustee, the Back-Up Servicer and the Servicer, any amounts owed but not paid to such parties in accordance with clause (A) above; and

(I)to or as directed by the Issuer, all remaining amounts, free and clear of the lien created by the Indenture.

Section 8.07 Liquidity Reserve Account.

(a)On the Closing Date, the Issuer shall cause an amount not less than the Liquidity Reserve Account Initial Deposit to be deposited with the Paying Agent on behalf of the Indenture Trustee into the Liquidity Reserve Account.

(b)If the amount on deposit in the Liquidity Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) would be greater than the Liquidity Reserve Account Required Balance for such Payment Date, the Issuer (or the Servicer as the Issuer’s agent) shall instruct the Paying Agent on behalf of the Indenture Trustee in writing to withdraw such excess amount from the Liquidity Reserve Account and apply it as Available Funds for such Payment Date as set forth in the Payment Date Report.

(c)Without duplication, in the event that the Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Section 8.06(i)(A) through (D) on such Payment Date, the Issuer (or the Servicer as the Issuer’s agent) shall instruct the Paying Agent on behalf of the Indenture Trustee in writing to withdraw from the Liquidity Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amounts into the Collection Account to be used as Available Funds for such Payment Date. In addition, if Section 8.06(ii) applies, all amounts shall be withdrawn from the Liquidity Reserve Account and applied as provided in Section 8.06(ii), as set forth in the Payment Date Report.

(d)Following the Payment in Full of the aggregate Outstanding Principal Balance of the Notes benefiting from the Liquidity Reserve Account and of all other amounts owing or to be distributed hereunder to Noteholders, any amount remaining on deposit in the Liquidity Reserve Account shall be distributed to the Issuer free and clear of the lien created by this Indenture upon written direction to the Paying Agent on behalf of the Indenture Trustee by the Servicer.

Section 8.08 Post-Cutoff Receipts. Pursuant to the Purchase Agreements, funds in an amount equal to $4,655,951.23, constituting the Post-Cutoff Receipts (as defined in each of the Purchase Agreements) will be deposited into the Collections Account.

Section 8.09 [Reserved].

Section 8.10 Statements to Noteholders. On or prior to 1:00 p.m. (New York City time) (i) on each Payment Determination Date or (ii) five (5) Business Days prior to the date of any Optional Redemption in whole of the Notes, the Issuer shall cause the Servicer to provide to the Indenture Trustee for the Indenture Trustee to post on its internet website pursuant to Section 6.06 (including, subject to Section 6.06, e-mail notice of such posting to the Rating Agencies then rating the Notes), a statement substantially in the form of Exhibit D, setting forth at least the following information as to the Notes, to the extent applicable:

(a)the amount and breakdown of types of Collections, if any, received in the Collection Account and any amounts withdrawn from the Collection Account pursuant to Section 8.04(a) with respect to the related Collection Period;

(b)confirmation of compliance with the terms of the Indenture and the other Basic Documents by the Related Parties that are party thereto;

(c)the amount of Administrative Expenses and indemnity payments paid to each party or withheld by PayCo or the Servicer pursuant to the Servicing Agreement during the most recent Collection Period;

(d)the amount of any fees, indemnities and expenses to be paid to the Indenture Trustee, the Servicer or the Back-Up Servicer with respect to the related Collection Period;

(e)the amount deposited in or withdrawn from the Liquidity Reserve Account on such Payment Date, the amount on deposit in the Liquidity Reserve Account after giving effect to such deposit or withdrawal and the Liquidity Reserve Account Required Balance for such Payment Date;

(f)the amount of the Class A Principal Distribution Amount and Class B Principal Distribution Amount with respect to such Payment Date, the amount of any shortfall in the Class A Principal Distribution Amount and Class B Principal Distribution Amount for such Payment Date or remaining unpaid amount from a prior Payment Date and the change in such amounts from the preceding Payment Date;

(g)the Note Interest and Post-ARD Additional Interest due for each Class of Notes with respect to such Payment Date;

(h)the Asset Value as of the date of the most recently delivered Independent Actuarial Report and, to the extent otherwise required to be tested under this Indenture with respect to such related Payment Date, outstanding Principal Amount, Performance Adjustment Factor, Outstanding Advance Target with respect to the related Payment Date;

(i)the amounts received into the Master Payment Accounts and swept to the Master Distribution Account during the related Collection Period;

(j)amounts due and owing and paid to the Noteholders under the Note Purchase Agreement and other Basic Documents;

(k)the aggregate Repurchase Amount in the relevant Collection Period in respect of Commissions Receivables repurchased by a Seller pursuant to Section 4.05(f) of the applicable Purchase Agreement;

(l)a listing of all Permitted Indebtedness outstanding as of such date;

(m)the filing or commencement of, or the threat in writing of, any action, suit, investigation, arbitration or proceeding by or before any arbitrator or Governmental Body against

the Issuer, or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed), that, in either case, if adversely determined, could reasonably be expected to result in liability in excess of $250,000;

(n)the amount to be distributed on the applicable Payment Date pursuant to the Priority of Payments;

(o)a brief description of any potential Repurchase Events or other claims asserted under a Purchase Agreement or other Basic Documents during the applicable Collection Period, all amounts received by the Issuer pursuant to any indemnification obligation, or to cure any breach of contract, by any Related Party under any Basic Document or in connection with any potential Repurchase Events or other claims asserted under a Purchase Agreement, including any amounts paid by the Issuer to any third parties in respect of matters that are the subject of the applicable breach or indemnification obligation and any amounts reinvested by the Issuer in connection with its permitted business to cure or remedy any breach or liability;

(p)a listing of any Additional Collateral acquired by the Issuer pursuant to Section 2.14 hereof; and

(q)a reasonably detailed description of any Permitted Dispositions consummated since the previous report was delivered to Noteholders.

Deliveries pursuant to this Section 8.10 or any other Section of this Indenture may be delivered by electronic mail.

Section 8.11 [Reserved].

Section 8.12 Equity Contribution Cures. On any date, Parent, one of its subsidiaries or any Seller may, but shall not be required to, contribute directly or indirectly equity to Holdings, which will contribute such equity to the Issuer, by depositing cash to the Collection Account (with prior written notice to the Indenture Trustee that such funds shall constitute an Equity Contribution Cure (as defined below)) or by transferring Additional Collateral to the Issuer pursuant to Section 2.14, which contributions and transfers (each, other than a transfer of Additional Collateral to the Issuer pursuant to a Purchase Agreement that is structured as a sale of Additional Collateral for cash, an “Equity Contribution Cure”) shall not exceed $15,000,000.00 and, in each case, may not be made more frequently than twice (in aggregate) per calendar year. Any Equity Contribution Cure in the form of cash shall be held in the Collection Account until, and shall be applied in accordance with the Priority of Payments (and become Available Funds during the corresponding Collection Period) upon the next Payment Date on which a Rapid Amortization Event has occurred and is continuing or as otherwise directed by the Issuer. For these purposes, each Additional Collateral shall be valued as set forth in the Independent Actuarial Report delivered in connection with the applicable Seller’s contribution of such Additional Collateral. Any Equity Contribution Cure shall be deemed a direct or indirect capital contribution from the Parent or applicable Seller, as applicable, to Holdings and from Holdings to the Issuer, shall be reflected on the books and records of the

Parent or such Seller, as applicable, Holdings, and the Issuer as such, and shall otherwise be made in accordance with applicable organizational formalities.

Article 9

SUPPLEMENTAL INDENTURES

Section 9.01 Supplemental Indentures Not Requiring Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of or notice to any of the Noteholders, enter into any indenture or indentures supplemental to this Indenture for any one or more of the following purposes:

(a)to correct a manifest error or cure any ambiguity, inconsistency or formal, minor or technical defect or omission;

(b)to grant to or confer upon the Indenture Trustee for the benefit of the Secured Parties any additional benefits, rights, remedies, powers or authorities;

(c)to subject to this Indenture additional revenues, properties or collateral;

(d)to modify, amend or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or to permit the qualification of the Notes for sale under the securities laws of the United States of America or of any of the states of the United States of America, and, if they so determine, to add to this Indenture or any indenture supplemental hereto such other terms, conditions and provisions as may be permitted by said Trust Indenture Act of 1939 or similar federal statute;

(e)to evidence the appointment of a separate or co-Indenture Trustee or a co-registrar or transfer agent or the succession of a new Indenture Trustee hereunder;

(f)to make any changes or take any action necessary or advisable to comply with or obtain more favorable Tax treatment to the Issuer or Noteholders under the Code and the regulations promulgated thereunder;

(g)to modify the restrictions on and procedures for resale and other transfers of the Notes to reflect any change in applicable Law or regulation or to qualify them for book-entry transfer by a Clearing Agency; or

(h)to create any additional accounts under this Indenture deemed by the Indenture Trustee to be necessary to effectuate the provisions of the Basic Documents;

provided, however, that nothing in this Section 9.01 shall permit, or be construed as permitting, any modification of the trusts, powers, rights, duties, remedies, indemnities, immunities and privileges of the Indenture Trustee without the prior written approval of the Indenture Trustee, which approval shall be evidenced by execution of a supplemental indenture.

For any supplemental indenture pursuant to this Section 9.01, no such supplemental indenture shall be effective unless (i) the Rating Agency Condition shall have been satisfied and (ii) the Issuer furnishes to the Indenture Trustee and the Noteholders, at the Issuer’s expense, (a) an Opinion of Counsel stating that (1) such action is authorized or permitted by the Indenture, and (2) all conditions precedent under the Indenture for the taking of such action have been complied with and (b) an Officer’s Certificate certifying that such action will not materially adversely affect the interests of any Noteholders.

Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.01, the Indenture Trustee, by posting to its internet website, shall transmit to the Holders of the Notes, the Back-Up Servicer and each Rating Agency then rating the Notes a notice (to be provided by the Issuer) setting forth in general terms the substance of such supplemental indenture and a copy of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 9.02 Supplemental Indentures with Consent of Noteholders.

(a)Exclusive of supplemental indentures covered by Section 9.01 hereof, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, (i) with the consent of the Majority Noteholders by an Act of the Noteholders delivered to the Issuer and the Indenture Trustee and (ii) written confirmation from each Rating Agency then rating any Notes that no immediate withdrawal or reduction with respect to its then-current rating of any class of rated Notes will occur as a result, by such Act of such Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture or any Notes; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note adversely affected thereby:

(i)change the Legal Final Maturity Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Optional Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 5, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);

(ii)reduce the percentage of the Outstanding Principal Balance of the Notes the consent of which is required for any such supplemental indenture, or the consent of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(iii)modify or alter the provisions of the proviso to the definition of the term “Outstanding”;

(iv)modify or alter the definitions of the following terms:

“Asset Value”, “Available Funds”, “Basic Documents”, “Class A Note Interest”, “Class A Post-ARD Additional Interest”, “Class A Principal Distribution Amount”, “Class A Redemption Premium”, “Class B Note Interest”, “Class B Post-ARD Additional Interest”, “Class B Principal Distribution Amount”, “Class B Redemption Premium”, “Controlling Class”, “Defaulted Interest”, “Equity Contribution Cure”, “Interest Accrual Period”, “Interest Rate”, “Liquidity Reserve Account Required Balance”, “Majority Noteholders”, “Note Interest”, “Optional Redemption Price”, “Outstanding Advance Target”, “Outstanding Principal Balance”, “Performance Adjustment Factor”, “Post-ARD Additional Interest”, “Permitted Liens”, “Principal Distribution Amount”, “Rapid Amortization Event”, “Step-Up Rate”, “Target Advance Rate” and “Weighted Average Interest Rate”

or any defined terms embedded in such defined terms;

(v)reduce the percentage of the Outstanding Principal Balance of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04;

(vi)modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(vii)modify the Priority of Payments or modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation but which for the avoidance of doubt shall not include any increase in the amount of principal payable) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;

(viii)permit the creation of any lien ranking prior to or on priority with the lien of the Indenture with respect to any part of the Collateral or, except as otherwise expressly permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture;

(ix)change the absolute and unconditional nature and character of the obligations; or

(x)except as provided in Section 5.04(a)(v), liquidate the Collateral when the proceeds of such sale would be insufficient to fully pay the Notes.

Without the consent of a Servicer or an affected Seller, no amendment may modify (and no waiver may waive) the provisions of this Indenture that could adversely affect the rights or increase or modify the obligations of such Servicer or such Seller.

(b)The Indenture Trustee shall rely exclusively on an Officer’s Certificate of the Issuer and an Opinion of Counsel to determine whether any such action would require the consent of the Majority Noteholders or the consent of all of the Noteholders. The Indenture Trustee shall not be liable for reliance on such Officer’s Certificate or Opinion of Counsel.

(c)It shall not be necessary for any Noteholder under this Section to approve the particular form of any proposed supplemental indenture, but is shall be sufficient if such Noteholder (which, for purposes of this section (c) shall include any Beneficial Owner of a Global Note) shall approve the substance thereof.

(d)Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee, by posting to its internet website, shall transmit to the Holders of the Notes, the Back-Up Servicer and each Rating Agency then rating the Notes a notice (to be provided by the Issuer) setting forth in general terms the substance of such supplemental indenture and a copy of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

(e)Issuer shall not amend Section 8.06(a) of the Indenture to subordinate payment of the Back-Up Servicer Fee without the Back-Up Servicer's consent, such consent not to be unreasonably withheld.

Section 9.03 Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article 9 or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be provided with and, subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Officer’s Certificate of the Issuer stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent under this Indenture for the execution of the supplemental indenture have been complied with, and an Opinion of Counsel stating that the execution of such supplemental indenture (i) will not cause the Issuer to be treated as a publicly traded partnership or an association taxable as a corporation for U.S. federal income tax purposes, and (ii) will not cause any Notes outstanding immediately prior to such execution to undergo a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3 that would adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes or cause one or more Holders of Notes to recognize income or gain. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise. The Indenture Trustee shall notify each Rating Agency then rating the Notes of the execution of any supplemental indentures. The Issuer shall

provide the Back-Up Servicer with a copy of any amendment to the Basic Documents. In addition to the foregoing, neither this Indenture nor any other Basic Document may be amended, modified or waived without the Back-Up Servicer’s consent if such amendment, modification or waiver would increase the Back-Up Servicer’s duties, obligations or liabilities or adversely affect the Back-Up Servicer’s rights, remedies, indemnifications or immunities under this Indenture or any other Basic Document.

Section 9.04 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.05 Reference in Notes to Supplemental Indentures. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

Article 10

REDEMPTION OF NOTES

Section 10.01 Redemption. The Outstanding Notes are subject to redemption in whole or in part, at the written direction of the Issuer on any Business Day (such date, the “Redemption Date”). If the Outstanding Notes, or some portion thereof, are to be redeemed pursuant to this Section 10.01, the Issuer shall furnish notice of such election containing all of the requirements of a written notice of redemption set forth in Section 10.02 below to the Indenture Trustee (with a copy to the Back-Up Servicer) not later than 10:00 a.m. New York City time two (2) Business Days prior the first day of the month in which the Redemption Date occurs and the Issuer shall deposit by 10:00 A.M. New York City time on the Redemption Date with the Paying Agent in the Collection Account the Optional Redemption Price of the Notes to be redeemed, whereupon all such Notes, or the portion thereof being redeemed, shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. The Notes (i) may only be redeemed if, on such Redemption Date, there will be sufficient Available Funds to pay all amounts then due and payable (A) in respect of the Class A Notes, in accordance with Sections 8.06(i)(A) through (G) or Section 8.06(ii)(A) – (D), as applicable, and (B) in respect of the Class B Notes, in accordance with Sections 8.06(i)(A) through (J) or Section 8.06(ii)(A) – (E), as applicable and (ii) must be redeemed ratably, such that the relative proportions of Notes Outstanding after giving effect to such redemption remains unaffected by such redemption.

Section 10.02 Form of Redemption Notice. Following receipt by the Indenture Trustee of the Issuer’s notice of redemption under Section 10.01, such notice of redemption shall be given by the Indenture Trustee by first-class mail, postage prepaid, emailed or, with respect to the Holders of Global Notes, delivered in any other manner compliant with DTC procedures, as applicable, not later than ten (10) days prior to the applicable Redemption Date to each Holder of Notes affected thereby, the Back-Up Servicer, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Holder’s address appearing in the Note Register. The Indenture Trustee shall provide a copy of such notice to each Rating Agency then rating the Notes.

All notices of redemption shall state:

(a)the Redemption Date;

(b)the Optional Redemption Price;

(c)the principal amount of Notes being redeemed; and

(d)the place where such Notes are to be surrendered for payment of the Optional Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 4.02).

Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.

Section 10.03 Notes Payable on Redemption Date. The Notes or portions thereof to be redeemed shall, following notice of redemption as required by Section 10.02, on the Redemption Date become due and payable at the Optional Redemption Price and (unless the Issuer shall default in the payment of the Optional Redemption Price) no interest shall accrue on the Optional Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Optional Redemption Price. On or before such Redemption Date (but in any event no later than 10:00 a.m. (New York City time) on the Redemption Date), Parent or Issuer shall cause the aggregate Optional Redemption Price to be deposited to the Collection Account, and such amount shall be paid in accordance with the Priority of Payments.

Arrticle 11

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge of Indenture with Respect to the Notes. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 4.01, Section 4.02, Section 4.03, Section 4.04, Section 4.07, Section 4.13 and Section 4.17, (v) the

rights, obligations and immunities of the Indenture Trustee and UMB Bank, National Association (in each of their respective capacities) hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 11.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:

(a)either:

(i)all Notes theretofore authenticated and delivered (other than (A) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.05 and (B) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 4.03) have been delivered to the Indenture Trustee for cancellation; or

(ii)all Notes not theretofore delivered to the Indenture Trustee for cancellation:

(A)have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or the Paying Agent on its behalf), cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due, or

(B)are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (including in the case of an Optional Redemption the applicable Redemption Premium,) not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Legal Final Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be;

(e)the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under each other Basic Document, including any Post-ARD Additional Interest; and

(f)the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 12.01(a) and, subject to Section 12.01, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the foregoing, the foregoing satisfaction and discharge of the Indenture only applies to the Notes and the Noteholders subject to the terms in this Article 11.

Section 11.02 Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 11.01 hereof shall be held on behalf of the Noteholders and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest; but such monies need not be segregated from other funds except to the extent required herein or in the Servicing Agreement or required by Law.

Section 11.03 Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 4.03 and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

Article 12

MISCELLANEOUS

Section 12.01 Compliance Certificates and Opinions, Etc.

(a)Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and, in respect of the following clause (i) only, each Rating Agency then rating the Notes (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

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

(i)a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(i)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(ii)a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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

Section 12.02 Form of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

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

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

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article 6.

Section 12.03 Acts of Noteholders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders (which with respect to a Global Note, shall be the Beneficial Owner of such Global Note) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act of the Noteholders” signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 12.03.

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

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

(d)Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 12.04 Notices, Etc., to Indenture Trustee and Issuer. Any request, demand, authorization, direction, notice, consent, waiver or act of Noteholders or other documents provided or permitted by this Indenture shall be in writing and if such request, demand, authorization, direction, notice, consent, waiver or act of Noteholders is to be made upon, given or furnished to or filed with:

(i)the Indenture Trustee by any Noteholder, by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be made via e-mail transmission, pdf or overnight delivery) to or with a Responsible Officer of the Indenture Trustee at its Corporate Trust Office, or

(ii)the Issuer by the Indenture Trustee, by any Noteholder shall be sufficient for every purpose hereunder if in writing and sent by facsimile or email, in each case with a copy to follow via first-class mail, postage prepaid to the Issuer addressed to: SQ ABS Issuer, LLC, at 6800 West 115th Street, Suite 2511, Overland Park, KS 66211, attention: Ryan Clement and Al Boulware, emails: [***] and [***], with a copy to Vinson & Elkins, at 1114 Avenue of the Americas, 32nd Floor, New York, New York, attention: Niels Jensen, email: njensen@velaw.com, or at any other address previously furnished in writing to the Indenture Trustee by the Issuer or the Servicer. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee.

(iii)the Servicer by the Indenture Trustee, by the Issuer, by any Noteholder shall be sufficient for every purpose hereunder if in writing and sent by facsimile or email, in each case with a copy to follow via first-class mail, postage prepaid to the Issuer addressed to: SelectQuote, Inc., at 6800 West 115th Street, Suite 2511, Overland Park, KS 66211, attention: Ryan Clement and Al Boulware, emails: [***] and [***], with a copy to Vinson & Elkins, at 1114 Avenue of the Americas, 32nd Floor, New York, New York, attention: Niels Jensen, email: njensen@velaw.com, or at any other address previously furnished in writing to the Indenture Trustee by the Servicer. The Servicer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee.

The Issuer’s obligation to deliver or provide any demand, delivery, notice, communication or instruction to any Person shall be satisfied by the Issuer making such demand, delivery, notice, communication or instruction is posted to the Indenture Trustee’s investor reporting website, or such other website or distribution service or provider as the Issuer shall designate by written notice to the other parties; provided, however, that any demand, delivery, notice, communication or instruction to the Indenture Trustee shall be provided at its Corporate Trust Office in accordance with Section 12.04(i) hereof.

The Indenture Trustee shall promptly transmit (which may be via electronic mail) any notice received by it from the Noteholders to the Issuer, the Servicer.

Section 12.05 Notices to Noteholders; Waiver. (a) Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if posted to the Indenture Trustee’s investor reporting website, by electronic transmission or in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at such Holder’s address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

(e)Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.

(f)In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Section 12.06 Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any

Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuer shall furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee shall cause payments to be made and notices to be given in accordance with such agreements.

Section 12.07 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 12.08 Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents.

Section 12.09 Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.10 Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Noteholders and any other party secured hereunder, and any other Person with an ownership interest in any part of the Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture. The Issuer hereby assigns to the Indenture Trustee the representations, warranties, covenants and agreements of which the Issuer is a beneficiary, including the right to enforce all such representations, warranties, covenants and agreements directly against the maker thereof.

Section 12.11 Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) 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 date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

Section 12.12 GOVERNING LAW; CONSENT TO JURISDICTION. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS; PROVIDED, THAT ANY MATTERS THAT RELATE TO REAL PROPERTY SHALL BE GOVERNED BY THE LAWS OF THE STATE WHERE SUCH PROPERTY IS LOCATED. EACH PARTY TO THIS INDENTURE AND EACH NOTEHOLDER BY PURCHASING A NOTE SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS INDENTURE, 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 SITTING IN NEW YORK COUNTY, THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF. EACH PARTY (a) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR SUCH ACTIONS OR PROCEEDINGS, (b) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND (c) AGREES THAT IT WILL NOT BRING ANY SUCH ACTION OR PROCEEDING IN ANY COURT OTHER THAN SUCH COURTS. EACH PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE AND IRREVOCABLE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH ACTIONS OR PROCEEDINGS. A COPY OF ANY SERVICE OF PROCESS SERVED UPON THE PARTIES SHALL BE MAILED BY REGISTERED MAIL TO THE RESPECTIVE PARTY EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY A PARTY REFUSES TO ACCEPT SERVICE, EACH PARTY AGREES THAT SERVICE UPON THE APPROPRIATE PARTY BY REGISTERED MAIL SHALL CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Section 12.13 Counterparts. This Indenture may be executed in any number of counterparts (including electronic PDF), each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Each of the parties hereto agrees that the transactions consisting of this Indenture and the other Basic Documents (other than the Notes) may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this Indenture or any other Basic Document (other than the Notes) using an electronic signature, it is signing, adopting, and accepting this Indenture or such other Basic Document (other than the Notes) and that signing this Indenture or such other Basic Document (other than the Notes) using an electronic signature is the legal equivalent of having placed its handwritten signature on this Indenture or such other Basic Document (other than the Notes) on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Indenture and the other Basic Documents in a usable format.

Section 12.14 Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

Section 12.15 No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they will not at any time

institute against the Issuer, or join in any institution against the Issuer of, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar Law in connection with any obligations relating to the Notes, this Indenture or any of the Basic Documents.

Section 12.16 Inspection. The Issuer agrees that, on reasonable prior notice, it shall permit any representative of the Indenture Trustee during the Issuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees and Independent certified public accountants, all at such reasonable times during the Issuer’s normal business hours and as often as may be reasonably requested. The Indenture Trustee shall, and shall cause its representatives to, hold in confidence all such information except to the extent disclosure may be required by Law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

Section 12.17 Waiver of Jury Trial. EACH OF THE ISSUER, EACH NOTEHOLDER AND THE INDENTURE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.18 Rating Agency Notice. In addition to the information and reports specifically required to be provided to each Rating Agency then rating the Notes pursuant to the terms of this Indenture, the Issuer shall, or shall cause the Servicer to, upon written request, provide to each Rating Agency then rating the Notes all information or reports delivered to the Indenture Trustee hereunder and such additional information as each such Rating Agency may from time to time reasonably request. Any Act of the Noteholders or other documents provided or permitted by this Indenture, to be made upon, given or furnished to, or filed with each Rating Agency then rating the Notes shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided if in writing to the applicable Rating Agency Contact).

Section 12.19 Rule 17g-5.

(a)The Issuer shall comply with its obligations under Rule 17g-5 promulgated under the Exchange Act (“Rule 17g-5”), if any, by maintaining or causing to be maintained a password protected Internet website (the “17g-5 Website”) containing all information the Issuer provides, or contracts with a third party to provide, to any Rating Agency for the purpose of determining the initial credit rating or undertaking credit rating surveillance on the Notes (the “17g-5 Information”); provided, that following the Closing Date, no party other than the Issuer, the Indenture Trustee or the Servicer may provide information to a Rating Agency on the Issuer’s behalf without the prior written consent of the Issuer.

(b)To the extent that the Issuer is required to comply with Rule 17g-5, if any of the Issuer, the Indenture Trustee or the Servicer is required to provide any information to, or

communicate with, a Rating Agency for the purpose of determining the initial credit rating or undertaking credit rating surveillance in accordance with its obligations under this Indenture or any other Basic Document, the Issuer, or the Servicer, as applicable (or their respective representatives or advisers), shall promptly post, or cause to be posted, such information or communication to the 17g-5 Website. The Indenture Trustee shall provide any information given to the Rating Agency to the Issuer and the Servicer simultaneously with giving such information to the Rating Agency.

(c)To the extent that the Issuer is required to comply with Rule 17g-5, all information to be made available to a Rating Agency hereunder shall be made available on the 17g-5 Website. In the event that any information is delivered or posted in error, the Issuer may remove it, or cause it to be removed, from the 17g-5 Website, and shall so remove promptly when instructed to do so by the Person that delivered such information. None of the Indenture Trustee, the Servicer or the Issuer shall have obtained or shall be deemed to have obtained actual knowledge of any information solely due to receipt and posting to the 17g-5 Website. Access shall be provided to any NRSRO upon receipt by the Issuer of an NRSRO certification from such NRSRO (which may be submitted electronically via the 17g-5 Website).

(d)Notwithstanding the requirements herein, the Indenture Trustee shall have no obligation to engage in or respond to any oral communications, for the purposes of determining an initial credit rating of the Notes or undertaking credit rating surveillance of the Notes, with a Rating Agency or any of its respective officers, directors or employees.

(e)The Indenture Trustee shall not be responsible for determining compliance with Rule 17g-5, maintaining the 17g-5 Website, posting any 17-g5 Information on the 17g-5 Website or assuring that the 17g-5 Website complies with the requirements of this Indenture, Rule 17g- or any other Law or regulation. In no event shall the Indenture Trustee be deemed to make any representation in respect of the content of the 17g-5 Website or compliance of the 17g-5 Website with this Indenture, Rule 17g-5 or any other Law or regulation.

(f)The Indenture Trustee shall not be responsible or liable for the dissemination of any identification number or passwords for the 17g-5 Website, including by the Issuer, the Rating Agency, any NRSRO, any of their agents or any other party. The Indenture Trustee shall not be liable for the use of any information posted on the 17g-5 Website, whether by the Issuer, the Rating Agency, any NRSRO or any other third party that may gain access to the 17g-5 Website or the information posted thereon. Notwithstanding anything herein to the contrary, the maintenance by a third-party service provider of the 17g-5 Website shall be deemed as compliance by or on behalf of the Issuer with Rule 17g-5 or any other Law or regulation related thereto.

Section 12.20 Majority Noteholders. Whenever an action is required to be taken by the Majority Noteholders under the terms of any of the Basic Documents, the Issuer shall promptly deliver to the Indenture Trustee a request for approval setting forth such action, and the Indenture Trustee shall provide the Noteholders with a copy of such request pursuant to the provisions of Section 12.05, soliciting such consent. The Indenture Trustee shall provide the Back-Up Servicer and the Issuer with the approval of the Majority Noteholders promptly after receipt thereof. If the

Indenture Trustee has not received consent of the Majority Noteholders within thirty (30) days of soliciting such consent, it shall promptly notify the Back-Up Servicer and Issuer of such failure to receive consent.

[Signature Pages Follow]

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


SQ ABS ISSUER. LLC, as Issuer


By:
			Name:
			Title:


UMB BANK, NATIONAL ASSOCIATION, as Indenture Trustee


By:
			Name:
			Title:


UMB BANK, NATIONAL ASSOCIATION, as Securities Intermediary


By:
			Name:
			Title:


UMB BANK, NATIONAL ASSOCIATION, as Paying Agent



Name:
Title:


UMB BANK, NATIONAL ASSOCIATION, as Note Registrar

Signature Page to Indenture


Name:
Title:

Signature Page to Indenture

Appendix A

PART I - DEFINITIONS

All terms used in this Appendix shall have the defined meanings set forth in this Part I when used in the Basic Documents, unless otherwise defined therein.

“17g-5 Information” has the meaning specified in Section 12.19(a) of the Indenture.

“17g-5 Website” has the meaning specified in Section 12.19(a) of the Indenture.

“Act of the Noteholders” has the meaning specified in Section 12.03(a) of the Indenture.

“Active Successor Duties” has the meaning specified in the Back-Up Servicing Agreement.

“Additional Collateral” means any asset acquired directly or indirectly by the Issuer after the Closing Date in accordance with Section 2.14 of the Indenture.

“Administrative Expenses” means, with respect to any Payment Date, the unpaid expenses of the Issuer consisting of out-of-pocket costs and expenses and indemnification amounts payable or reimbursable pursuant to the Basic Documents to the Indenture Trustee, the Servicer, any Rating Agency, the Back-Up Servicer and any independent manager and any third-party service provider hired by the Issuer (including, without limitation, insurance premiums related to the Collateral).

“Affiliate” means, with respect to any specified Person, any other Person Controlling or Controlled by or under common Control with such specified Person.

“AgentCo” means SQ AgentCo, LLC, a Delaware limited liability company.

“AgentCo II” means SQ AgentCo Insurance Services II, LLC, a Delaware limited liability company.

“Anticipated Repayment Date” means September 20, 2028.

“Anti-Corruption Laws” means any Law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

“Anti-Money Laundering Laws” means any Law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

App. A-1

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Clearing Agency, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Value” means, as of any date of determination, the discounted present value of the expected cash flows projected to be generated from the Commission Receivables, using the Discount Rate, as shown in the most recent Independent Actuarial Report.

“AUP” has the meaning specified in Section 7.01(c) of the Indenture.

“Authentication Order” has the meaning specified in Section 2.02(c) of the Indenture.

“Available Funds” means, with respect to any Payment Date, the sum of the following amounts, without duplication: (a) all Collections received during the related Collection Period (net of any amounts withdrawn from the Collections Account pursuant to Section 8.04(a) of the Indenture on or after the commencement of such Collection Period), (b) amounts withdrawn from the Liquidity Reserve Account in accordance with Section 8.07 for such Payment Date, (c) any Applicable Repurchase Price paid into the Collection Account since the immediately preceding Payment Date, (d) Investment Earnings on the Issuer Account for the related Payment Date, (e) all amounts received by the Indenture Trustee (or the Paying Agent on its behalf) pursuant to Article 5 of the Indenture and (f) the amount of any Equity Contribution Cure (in the form of cash) that has been released since the preceding Payment Date for application in accordance with the Priority of Payments, as set forth in Section 8.12.

“Back-Up Servicing Agreement” means the Back-Up Servicing Agreement, dated as of the Closing Date, among the Issuer, the Servicer, the Indenture Trustee, the Parent and the Back-Up Servicer.

“Back-Up Servicing Fee” has the meaning ascribed to such term in the Back-Up Servicing Agreement.

“Back-Up Servicer” means Oak Street Servicing LLC, in its capacity as Back-Up Servicer under the Back-Up Servicing Agreement, and any successor thereunder.

“Basic Documents” means (i) the Indenture, the Notes, the Servicing Agreement, the Back-Up Servicing Agreement, the Purchase Agreements, the Performance Guaranty, the Contribution Agreements, the Equity Contribution Agreement, the Note Purchase Agreement, the Issuer LLC Agreement, the Holdings LLC Agreement, the Guaranty Agreement, the Holdings Pledge Agreement, the DACA, the Master Account Intercreditor Agreement and (ii) the other documents, instruments and certificates delivered in connection with any of the foregoing.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire

App. A-2

by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns”, “Beneficially Owned” and “Beneficial Ownership” have corresponding meanings.

“Blocked Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws, or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) legal holiday or (c) a day on which banking institutions or trust companies in the State of New York or the city or state in which the Corporate Trust Office is located are required or authorized by Law, regulation or executive order to be closed.

“Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

“Carrier” has the meaning given to such term in the applicable Purchase Agreement.

“Carrier Adverse Action” means, with respect to any Carrier Agreement, (i) a suspension, downward modification or termination of the payment of any compensation (including Commissions Receivables or fees pursuant to the terms of a Carrier Agreement) resulting in a reduction of revenue to the Issuer in excess of 5% of the revenue generated under such Carrier Agreement per annum, in each case other than suspensions, downward modifications or terminations that affect the Medicare insurance industry generally or Carriers providing insurance which generate commissions of the type being securitized and which would not likely be avoided with the substitution of a replacement servicer, (ii) a “for cause” termination or an automatic termination of any Carrier Agreement or any material rights thereunder, or (iii) written demand for indemnification by a Carrier the payment of which would, on a pro forma basis, result in indemnification payments in excess of $5,000,000 being made during the twelve (12) month period immediately preceding, and including, the date of such payment.

“Carrier Agreement” means any carrier contract or related agreement pursuant to which Commission Receivables are payable.

“Class A Note Interest” means, with respect to any date of determination, an amount equal to the sum of (a) interest accrued during the Interest Accrual Period at the Interest Rate with respect to the Class A Notes on the Class A Notes Outstanding Principal Balance plus (b) any accrued and unpaid Class A Note Interest from prior Interest Accrual Periods, together with, to the extent permitted by law and without duplication, Defaulted Interest on such amounts during the Interest Accrual Period, calculated on the basis of a 360-day year consisting of twelve 30-day months.

App. A-3

“Class A Noteholders” means the Holders of a Class A Note.

“Class A Notes” has the meaning specified in the preamble hereto.

“Class A Post-ARD Additional Interest” means, with respect to any date of determination, an amount equal to the sum of interest accrued during the Interest Accrual Period at the applicable Step-Up Rate with respect to the Class A Notes on the Class A Notes Outstanding Principal Balance, calculated on the basis of a 360-day year consisting of twelve 30-day months.

“Class A Principal Distribution Amount” means, with respect to any Payment Date, the product of (i) the Principal Distribution Amount and (ii) the ratio of (x) the Outstanding Principal Balance of the Class A Notes as of such Payment Date, to (y) the Outstanding Principal Balance of the Class A Notes and Class B Notes as of such Payment Date.

“Class A Redemption Premium” means, with respect to any Redemption Date on which an Optional Redemption occurs, an amount (not less than zero) equal to the product of (a) the amount of the Class A Notes Outstanding Principal Balance being redeemed on such Redemption Date (which, for the avoidance of doubt, shall not include any Class A Principal Distribution Amount or any amount payable pursuant to Section 8.06(i)(G) to be paid on such Redemption Date), and (b) a percentage equal to (x) the present value at such Redemption Date of all required remaining scheduled principal and interest payments due on such Class A Notes through September 20, 2027 (excluding accrued but unpaid interest to such Redemption Date) and the entire remaining unpaid principal amount of the Class A Notes on the Payment Date occurring in September 2027 (giving effect to any scheduled amortization to occur on or prior to such date) computed using a discount rate equal to the United States Treasury Security having a maturity closest to the Payment Date occurring in September 2027 plus 50 basis points, divided by (y) the Class A Notes Outstanding Principal Balance as of the date of such Optional Redemption, minus (z) one (1). For the avoidance of doubt, there shall be no Class A Redemption Premium payable following the Payment Date occurring in September 2027.

“Class B Note Interest” means, with respect to any date of determination, an amount equal to the sum of (i) interest accrued during the Interest Accrual Period at the Interest Rate with respect to the Class B Notes on the Class B Notes Outstanding Principal Balance plus (ii) any accrued and unpaid Class B Note Interest from prior Interest Accrual Periods, together with, to the extent permitted by law and without duplication, Defaulted Interest on such amounts during the Interest Accrual Period, calculated on the basis of a 360-day year consisting of twelve 30-day months.

“Class B Noteholders” means the Holder of a Class B Note.

“Class B Notes” has the meaning specified in the preamble hereto.

“Class B Post-ARD Additional Interest” means, with respect to any date of determination, an amount equal to the sum of interest accrued during the Interest Accrual Period at the applicable Step-Up Rate with respect to the Class B Notes on the Class B Notes

App. A-4

Outstanding Principal Balance, calculated on the basis of a 360-day year consisting of twelve 30-day months.

“Class B Principal Distribution Amount” means, with respect to any Payment Date, the product of (i) the Principal Distribution Amount and (ii) the ratio of (x) the Outstanding Principal Balance of the Class B Notes as of such Payment Date, to (y) the Outstanding Principal Balance of the Class A Notes and Class B Notes as of such Payment Date.

“Class B Purchase Date” has the meaning specified in Section 5.17 of the Indenture.

“Class B Purchase Option Notice” has the meaning specified in Section 5.17 of the Indenture.

“Class B Purchaser” has the meaning specified in Section 5.17 of the Indenture.

“Class B Redemption Premium” means, with respect to any Redemption Date on which an Optional Redemption occurs, an amount (not less than zero) equal to the product of (a) the amount of the Class B Notes Outstanding Principal Balance being redeemed on such Redemption Date (which, for the avoidance of doubt, shall not include any Class B Principal Distribution Amount or any amount payable pursuant to Section 8.06(i)(G) to be paid on such Redemption Date), and (b) a percentage equal to (x) the present value at such Redemption Date of all required remaining scheduled principal and interest payments due on such Class B Notes through September 20, 2027 (excluding accrued but unpaid interest to such Redemption Date) and the entire remaining unpaid principal amount of the Class B Notes on the Payment Date occurring in September 2027 (giving effect to any scheduled amortization to occur on or prior to such date) computed using a discount rate equal to the United States Treasury Security having a maturity closest to the Payment Date occurring in September 2027 plus 50 basis points, divided by (y) the Class B Notes Outstanding Principal Balance as of the date of such Optional Redemption, minus (z) one (1). For the avoidance of doubt, there shall be no Class B Redemption Premium payable following the Payment Date occurring in September 2027.

“Clearing Agency” means with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.04 of the Indenture as the Clearing Agency with respect to the Global Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of the Indenture.

“Clearstream” means Clearstream Banking, société anonyme or its successors in interest.

“Closing Date” means October 15, 2024.

“Code” means the Internal Revenue Code of 1986, as amended from time to time. Any reference to any section of the Code shall be deemed to include any Treasury Regulations promulgated thereunder and any administrative guidance with respect to the foregoing; and any reference to the Code shall be deemed to include the Treasury Regulations and any administrative guidance with respect to the foregoing.

App. A-5

“Collateral” has the meaning specified in the Granting Clause of the Indenture.

“Collection Account” means the account designated as such, established and maintained pursuant to Section 8.02(a)(i) of the Indenture.

“Collection Period” means, with respect to each Payment Date, the period from and including the first (1st) day of the calendar month immediately prior to the calendar month in which such Payment Date occurs (or with respect to the initial Payment Date, from the Closing Date), to and including the last day of the calendar month immediately preceding the date in which such Payment Date occurs.

“Collections” means all amounts paid from whatever source on or with respect to the Commission Receivables.

“Commission” means the U.S. Securities and Exchange Commission.

“Commission Receivables” has the meaning given to the term “Purchased Assets” in each Purchase Agreement, including any Replacement Renewal Commissions (as defined in the applicable Purchase Agreement) and any Additional Collateral, but shall not include any Disposed Collateral.

“Contemplated Transactions” means (a) all of the transactions contemplated by the Basic Documents, including: (i) the assignment of the Commission Receivables by the Sellers to the Issuer; (ii) the execution, delivery, and performance of all instruments and documents required under the Purchase Agreements and the Contribution Agreements; (iii) the entering into the Basic Documents by the Related Parties and the performance of the Related Parties of their respective covenants and obligations under the Basic Documents; and (iv) the Issuer’s acquisition, ownership, and exercise of control over the Commission Receivables from and after the Closing Date; and (b) the Servicer’s management of the Issuer and management of the Commission Receivables contemplated by the Servicing Agreement.

“Contract” means any agreements and contracts to which the Issuer is a party.

“Contribution Agreements” means each of (i) the Contribution Agreement, dated as of the Closing Date, by and between the Legacy Contract Holders and AgentCo and (ii) the Contribution Agreement, dated as of the Closing Date, by and between SQIS and AgentCo II, each as amended from time to time pursuant to its terms.

“Control” means, when used with respect to any Person, (i) any Person that owns directly or indirectly more than 50% of the equity interest having ordinary voting power for the election of the directors or other governing body of such Person (other than as a limited partner of such other Person) or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling” shall have meanings correlative to the foregoing.

App. A-6

“Controlled Entity” means (a) any of the Issuer’s Controlled Affiliates and (b) Holdings and its Controlled Affiliates.

“Controlling Class” means as of any date of determination, the senior most outstanding Class of Notes (i.e., the Class with the alphabetical designation nearest the beginning of the alphabet)(i.e. the Class A Notes, while Class A Notes are outstanding, followed by any Notes designated as “Class B Notes”, when no Class A Notes are outstanding, etc.).

“Corporate Trust Office” means (i) the office of the Indenture Trustee at which at any particular time the Indenture shall be administered, which office at the date of execution of the Indenture is located at UMB Bank, N.A., 100 William Street, Suite 1850, New York, NY 10038, Attn: ABS Structured Finance, (ii) for purposes of transfers and exchanges of Notes pursuant to the Indenture, UMB Bank, N.A., 928 Grand Blvd., 9th Floor, Kansas City, MO 64106, Attn: Corporate Trust Dept, Bond Operations, or (iii) at such other address or electronic mail address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust office of any successor Indenture Trustee at the address or electronic mail address designated by such successor Indenture Trustee by notice to the Noteholders and the Issuer.

“Credit Risk Retention Rules” means risk retention regulations in 17 C.F.R. Part 246 as such regulation may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission in an adopting release or by the staff of the Commission, or as may be provided in writing by the Commission or its staff from time to time.

“Cutoff Date” has the meaning specified in the applicable Purchase Agreement.

“DACA” means the Deposit Account Control Agreement (No Notification), dated as of the Closing Date, among PayCo, UMB Bank, N.A., as collateral agent, and UMB Bank, N.A., as depositary bank.

“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Defaulted Interest” has the meaning specified in Section 2.08(f) of the Indenture.

“Definitive Notes” means, collectively, the Definitive Notes substantially in the form of Exhibit A to the Indenture.

“Discount Rate” means a rate equal to the greater of (a) 11.00% and (b) the Weighted Average Interest Rate of all Outstanding Notes plus the Servicing Fees, UMB Fees and all fees owed to the Back-Up Servicer.

“Disposed Collateral” has the meaning specified in Section 4.30(a) of the Indenture.

“Disposition” has the meaning specified in Section 4.30(a) of the Indenture.

App. A-7

“DTC” means the Depository Trust Company, a New York limited purpose trust company.

“DTC Custodian” means the Indenture Trustee, as custodian with respect to the Global Notes, or any successor entity thereto.

“Eligibility Criteria” means the representations contained on Annex B to each Purchase Agreement (except for clause (c) thereof) are true and correct as of the date of determination.

“Eligible Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution 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), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution shall have a credit rating in one of the generic rating categories that signifies a rating of at least BBB+ by [***] (or, to the extent that [***] does not rate the Notes, the equivalent or better rating by at least one Rating Agency and is not rated any lower by any other Rating Agency).

“Eligible Institution” means:

(a)the corporate trust department of the Indenture Trustee; or

(b)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), which at all times has a long-term unsecured debt rating of at least BBB+ by [***], or, to the extent that [***] does not rate the Notes, the equivalent or better by at least one of [***], [***] or [***] and is not rated any lower by any other Rating Agency.

“Encumbrance” means any charge, lien, mortgage, deed of trust, collateral assignment, security interest, or other arrangement substantially equivalent to any of the foregoing.

“Equity Contribution Agreement” means the Equity Contribution Agreement, dated as of the date hereof, among ABS Holdings, AgentCo and the Legacy Contract Holders.

“Equity Contribution Cure” has the meaning specified in Section 8.12 of the Indenture.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder from time to time in effect.

App. A-8

“Euroclear” means the Euroclear System operated by Euroclear Bank S.A./N.V., or any successor thereto.

“Event of Default” has the meaning specified in Section 5.01 of the Indenture.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executive Officer” means, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer of such corporation; with respect to any limited liability company, any of the officers listed previously with respect to a corporation or any managing member or sole member of the limited liability company; with respect to any partnership, any general partner thereof; and with respect to any other entity, a similarly situated person.

“FATCA” means Sections 1471 through 1474 of the Code and any current or future regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from Taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), any intergovernmental agreements entered into in connection with any of the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Bodies implementing such Sections of the Code and any amendments made to any of the foregoing after the date of the Indenture.

“FDIC” means the Federal Deposit Insurance Corporation.

“Financial Asset” has the meaning given such term in Article 8 of the New York UCC. As used herein, the Financial Asset “related to” a security entitlement is the Financial Asset in which the entitlement holder (as defined in the New York UCC) holding such security entitlement has the rights and property interest specified in the New York UCC.

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

“Global Note” means a Note in global form deposited with or on behalf of and registered in the name of the Clearing Agency or its nominee that bears the Global Note Legend issued in accordance with Article 2 of the Indenture.

“Global Note Legend” means the legend set forth in Section 2.03(i) of the Indenture, which is required to be placed on all Global Notes issued under the Indenture.

“Governmental Authorization” means any approval, consent, license, permit, registration, variance, exemption, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law.

App. A-9

“Governmental Body” means any (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); (d) multi-national organization or body; ©(e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

“Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity.

“Governmental Rule” means with respect to any Person, any Law, rule, regulation, ordinance, order, code, treaty, judgment, decree, directive, guideline, policy or similar form of decision of any Governmental Body binding on such Person.

“Grant” means mortgage, pledge, bargain, warrant, alienate, remise, release, convey, assign, transfer, create, grant a lien upon and a security interest in, grant a right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of any item of Collateral or of any other property shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of such item of Collateral and all other monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including obligations incurred through an agreement, contingent or otherwise, by such Person:

(c)to purchase such indebtedness or obligation or any property constituting security therefor;

(d)to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

(e)to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or

(f)otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.

App. A-10

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor. When used as a verb, “Guarantee” has a correlative meaning.

“Guaranty Agreement” means that certain Guaranty Agreement, dated as of the Closing Date, made by Holdings in favor of the Indenture Trustee on behalf of the Noteholders and each other Secured Party.

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Note Register. With respect to Global Notes, the Holder shall be the Clearing Agency or its nominee.

“Holdings” means SQ ABS Holdings, LLC, a Delaware limited liability company, or its successors.

“Holdings LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Holdings, dated as of the Closing Date, as the same may be amended and supplemented from time to time.

“Holdings Pledge Agreement” means the Holdings Pledge Agreement, dated as of the Closing Date, among Holdings, the Issuer and the Indenture Trustee, for the benefit of the Secured Parties, as amended from time to time.

“Hot Back-Up Duties” has the meaning set forth in the Back-Up Servicing Agreement.

“Indebtedness” means, with respect to any Person, at any time, without duplication,

(g)its liabilities for borrowed money;

(h)its obligations for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

(i)(i) all obligations appearing on its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities which would appear on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases;

(j)all obligations for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);

(k)all its obligations in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money);

App. A-11

(l)the aggregate termination payments due under any swap or hedging agreement of such Person; and

(m)any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.

Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

“Indemnification Amounts” means any amounts payable by the Issuer to any Person pursuant to an indemnification covenant (including those set forth in each Servicing Agreement and each Purchase Agreement), including any and all such amounts payable under such indemnification covenant in respect of claims, expenses, obligations, liabilities, losses, damages and penalties, but, in each case, excluding any and all Special Indemnity Payments, Servicing Fees, Back-Up Servicing Fees and Indenture Trustee fees.

“Indenture” means the Indenture, dated as of the date hereof, by and among the Issuer, the Indenture Trustee, the Paying Agent and the Securities Intermediary.

“Indenture Trustee” means UMB Bank, National Association, not in its individual capacity but solely as Indenture Trustee under the Indenture, or any of its successors or assigns.

“Independent” means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor on the Notes, Holdings and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, Holdings or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, Holdings or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions; provided, that such Person may serve as an independent manager or independent director of one or more of the Issuer, any other obligor on the Notes, Holdings or any Affiliate of any of the foregoing Persons; provided further, that such Person may serve as an independent manager or independent director of one or more special purpose vehicles that acts as issuer, lessor or borrower in a securitization, financing or similar transaction, which transaction was originated by Parent, the Sellers, the Servicer or any Affiliates or Subsidiaries of any of Parent, the Sellers or the Servicer.

“Independent Actuarial Report” means initially the Initial Report and upon delivery of the updated actuarial report required with respect to the Commission Receivables pursuant to Section 8.05 of the Indenture, an actuarial report in form and substance substantially similar to the immediately preceding actuarial report (which, with respect to the first actuarial report delivered by the Issuer under the Indenture, shall be the Initial Report) (as adjusted for new information) or otherwise reasonably acceptable to the Majority Noteholders, setting forth as of the date of the report the Commission Receivables of the Issuer, together with a projection of the future net income, as of that date based on good faith and reasonable economic assumptions provided by the Servicer, containing customary assumptions, qualifications and exclusions,

App. A-12

which actuarial report shall be prepared by (a) Milliman, Inc., (b) Telos Actuarial, LLC or (c) another nationally recognized independent actuarial firm reasonably acceptable to the Majority Noteholders.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Report” means the Independent Actuarial Report prepared by Milliman, Inc. and delivered by the Issuer to the Indenture Trustee on or before the Closing Date.

“Institutional Accredited Investor” has the meaning specified in Exhibit C of the Indenture.

“Interest Accrual Period” means, with respect to any Payment Date for the Notes, the period from and including the 20th calendar day (regardless of whether such day is a Business Day) of the immediately preceding month (or, in the case of the initial Payment Date, from and including the Closing Date), to, but excluding, such Payment Date; provided, that the final Interest Accrual Period with respect to any Class of Notes shall end on but exclude the date such Class is repaid in full.

“Interest Rate” means, with respect to the Class A Notes, 7.800% per annum, and with respect to the Class B Notes, 9.650% per annum.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Earnings” means, with respect to any Payment Date, the investment earnings (net of losses and investment expenses) on amounts on deposit in the Issuer Accounts to be deposited into the Collection Account on such Payment Date pursuant to Section 8.02(b) of the Indenture.

“Investments” means all investments, in cash or by delivery of property made, directly or indirectly in any Person, whether by acquisition of shares of capital stock, Indebtedness or other obligations or securities or by loan, advance, capital contribution or otherwise.

“Investor-Based Class Exemption” means any of PTCE 75-1, PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23.

“IRS” means the United States Internal Revenue Service.

“Issuer” means SQ ABS Issuer, LLC, a Delaware limited liability company.

“Issuer Account Property” means the Issuer Accounts, all amounts and investments held from time to time in any Issuer Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), including the Liquidity Reserve Account, and all proceeds of the foregoing.

“Issuer Accounts” has the meaning assigned thereto in Section 8.02(b) of the Indenture.

App. A-13

“Issuer Expense” means any of the following costs directly incurred by or on behalf of the Issuer or incurred by the Servicer in its performance of its obligations that are, in each case, fairly attributable to the Issuer and its permitted activities hereunder: (i) accounting and audit expenses, and Tax preparation, filing and audit expenses; (ii) premiums for liability, casualty, fidelity, directors and officers and other insurance; (iii) managers’ and trustees’ fees and expenses, including fees and expenses of the managers (including those payable under the manager servicers agreements); (iv) legal fees and expenses; (v) other professional fees, including process agent fees and the cost of obtaining the Independent Actuarial Report and any fees and expenses of the tax advisor; (vi) Taxes (including all sales, transfer and similar taxes); (vii) surveillance fees assessed by the Rating Agency; and (viii) all governmental fees, incorporation fees, annual return fees and other fees and/or disbursements payable to any governmental entity and/or any registered office or corporate services provider in connection with the Issuer in order to keep the Issuer in good standing in its jurisdiction of incorporation or registration.

“Issuer LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of the Issuer, dated as of the Closing Date, as the same may be amended and supplemented from time to time.

“Issuer Order” or “Issuer Request” means a written order or request signed in the name of the Issuer by any one of its authorized officers and delivered to the Indenture Trustee.

“Kaiser Adjustment Amount” means, for each Collection Period, an amount equal to the product of (i) the portion of the most recent annual upfront payment paid by Kaiser Permanente or its affiliates attributable to Commission Receivables multiplied by (ii) the percentage set forth for the month of such Collection Period on Schedule D.

“Knowledge” means, with respect to any Related Party, the actual knowledge (following due inquiry) of any Executive Officer of such entity.

“Law” means any applicable United States or foreign, federal, state, regional, or local statute, law, code, rule, treaty, convention, order, decree, injunction, directive, determination or other requirement and, where applicable, any legally binding interpretation thereof by a Governmental Body having jurisdiction with respect thereto or charged with the administration or interpretation thereof (including, without limitation, any Governmental Rule).

“Legal Final Maturity Date” means, the Payment Date occurring in October 2039.

“Legal Requirement” means any federal, state, local, municipal, foreign, international, multinational or other law, Order, code, constitution, ordinance, or rule, including rules of common law, other rule, regulation, statute, treaty, or other legally enforceable directive or requirement.

“Lien” means a security interest, lien, charge, pledge, equity or encumbrance of any kind.

App. A-14

“Liquidity Reserve Account” means the account designated as such, established and maintained pursuant to Section 8.02(a)(ii) of the Indenture.

“Liquidity Reserve Account Floor Amount” means cash or Permitted Investments having a value of $0.00.

“Liquidity Reserve Account Initial Deposit” means cash or Permitted Investments having a value of $2,135,000.00.

“Liquidity Reserve Account Required Balance” means, with respect to any Payment Date, the greater of (i) an amount equal to three (3) months of the sum of Class A Note Interest and Class B Note Interest (calculated based on the then Outstanding Principal Balance) and (ii) the Liquidity Reserve Account Floor Amount.

“Majority Noteholders” means, as of any date of determination, Noteholders (which with respect to a Global Note shall be the Beneficial Owner of such Global Note) representing greater than 50% of the Outstanding Principal Balance of the Controlling Class (excluding any Notes held by the Issuer or any Affiliate of the Issuer).

“Master Account Intercreditor Agreement” means the Intercreditor Agreement Re Controlled Account, dated as of the Closing Date, among PayCo, the Servicers, the Back-Up Servicer, UMB Bank, National Association, as collateral agent and each secured party that may become party thereto.

“Master Distribution Account” means the following non-interest bearing trust account, together with any future account opened in the name of PayCo into which any Commission Receivables are swept from a Master Payment Account in accordance with the Master Account Intercreditor Agreement:


Account Number	Account Bank	Account Name
163827.1	UMB Bank, National Association	SQ PayCo Ins Svcs, LLC Master Dist Ac

App. A-15

“Master Payment Account” means each of the following non-interest bearing deposit accounts, together with any future account opened in the name of PayCo into which any Commission Receivables are to be paid:


Account Number	Account Bank	Account Name
9872762118	UMB Bank, National Association	SQ PayCo Insurance Services, LLC – Life Division
9872762126	UMB Bank, National Association	SQ PayCo Insurance Services, LLC – Senior Division

“Material” with respect to any Person means material in relation to the business, operations, affairs, financial condition, assets or properties of such Person.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is materially adverse to (i) the business, operations, affairs, assets, properties, financial condition or results of operation of the Issuer, Holdings, PayCo, AgentCo or AgentCo II, (ii) the validity, priority or enforceability of the Liens on the Collateral, taken as a whole, (iii) the ability of the Issuer, Holdings, PayCo, AgentCo or AgentCo II to perform any material obligation under any Basic Document to which it is a party, (iv) the ability of the Indenture Trustee to enforce the obligations of the Issuer or Holdings under the Basic Documents to which such person is a party in any material respect or (v) the validity or enforceability against the Issuer or Holdings of any Basic Document to which such person is a party.

“Material Carrier” means any Carrier whose Asset Value accounts for over 10% of the total Asset Value of the Issuer as of the most recent Independent Actuarial Report.

“Material Carrier Event” means, with respect to any Carrier Agreement, any event or circumstance, which has not been cured, that results in or gives any Carrier the right to take (or could, with the passage of time or giving of notice, give rise to, or give any Carrier the right to take) any Carrier Adverse Action (including but not limited to any breach or non-compliance with any Carrier Agreement or applicable law, or the implementation of any corrective action plan or business improvement plan related to an issue that gives any Carrier the right to take any Carrier Adverse Action); provided, that such event or circumstance will only be cured if such cure has no material adverse effect on any of the Collateral.

“Material Event” means a Default, Event of Default, Rapid Amortization Event or Servicer Termination Event.

App. A-16

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners.

“Non-U.S. Person” means a Person who is not a U.S. Person, as defined in Regulation S.

“Note Interest” means, with respect to any Payment Date and to the Notes of a Class, an amount equal to the sum of (a) interest accrued during the Interest Accrual Period at the applicable Interest Rate on the Outstanding Principal Balance thereof plus (b) any accrued and unpaid Note Interest from prior Payment Dates, together with, to the extent permitted by law and without duplication, Defaulted Interest on such amounts during the Interest Accrual Period, calculated on the basis of a 360-day year consisting of twelve 30-day months.

“Note Purchase Agreement” means, the Note Purchase Agreement, dated as of the Closing Date, among the Issuer, Holdings, Parent and the Noteholders party thereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Note Register” and “Note Registrar” have the respective meanings specified in Section 2.04(a) of the Indenture.

“Notes” means the Class A Notes and the Class B Notes issued by the Issuer pursuant to the Indenture.

“NRSRO” means any nationally recognized statistical rating agency recognized as such by the Commission, which shall be acceptable to the SVO.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Officer’s Certificate” means in the case of the Issuer, a certificate signed by any officer of the Issuer or, on the Issuer’s behalf, authorized officers of the Servicer or one of its subsidiaries, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 12.01 of the Indenture, and delivered to the Indenture Trustee (unless otherwise specified, any reference in the Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any officer of the Issuer or, on Issuer’s behalf, authorized officer of the Servicer or one of its subsidiaries), and in the case of the Parent, Holdings, the Sellers or the Servicer, a certificate signed by the president, a vice president, a treasurer, assistant treasurer, secretary or assistant secretary of the Parent, Holdings, the Sellers or the Servicer, as appropriate.

“OID Legend” means the legend set forth in Section 2.03(i)(iv) to the Indenture to be placed on all Notes issued under the Indenture, to the extent such Notes are issued with original

App. A-17

issue discount for U.S. federal income tax purposes, except where otherwise permitted by the provisions of the Indenture.

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in the Indenture, be an employee of or counsel to the Issuer (if acceptable to the addressees of such opinion) (provided, however, that any opinion rendered with respect to a Tax matter under the Indenture must be provided by counsel to (and not an employee of) the Issuer) and who shall be satisfactory to the addressees of such opinion, and which opinion or opinions if addressed to the Indenture Trustee, shall comply with any applicable requirements of Section 12.01 of the Indenture or any other applicable provision of the Indenture and, if applicable, shall be in form and substance satisfactory to the Indenture Trustee.

“Optional Redemption” means the redemption of the Notes, in whole or in part, by the Issuer in accordance with Section 10.01 of the Indenture.

“Optional Redemption Price” means, in connection with a redemption of the Notes of any Class in whole or in part pursuant to Section 10.01 of the Indenture, with respect to any Note, an amount equal to the Outstanding Principal Balance of such Notes subject to such Optional Redemption, plus all accrued and unpaid interest thereon to but excluding the Redemption Date, plus the applicable Redemption Premium, if any. The Indenture Trustee shall not be responsible for calculating, or verifying the calculation of, the Optional Redemption Price.

“Order” means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Body or by any arbitrator.

“Organizational Documents” of any entity means (a) in the case of a corporation, the articles or certificate of incorporation (or the equivalent of such items under state Law) and the bylaws of such corporation, (b) in the case of a limited liability company, the certificate or articles of existence or formation and the operating agreement of such limited liability company, (c) in the case of a limited partnership, the certificate of formation and limited partnership agreement of such limited partnership and the Organizational Documents of the general partner of such limited partnership, and (d) any equivalent documents, to the foregoing under the state Law where such entity was organized or formed.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under the Indenture except:

(n)Notes theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;

(o)Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given or waived pursuant to the Indenture or provision for such notice or waiver has been made which is satisfactory to the Indenture Trustee); and

App. A-18

(p)Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a protected purchaser;

provided, that in determining whether the Holders of the requisite portion of the Outstanding Principal Balance of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, Holdings or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee has actual knowledge are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, Holdings or any Affiliate of any of the foregoing Persons.

“Outstanding Advance Target” means, with respect to any Payment Date, the product of (a) the Asset Value for the respective Payment Date as specified in the Asset Value Schedule from the Independent Actuarial Report issued on the Closing Date, as adjusted to account for any Disposed Collateral, (b) the Target Advance Rate for such Payment Date and (c) the Performance Adjustment Factor as of the most recent Quarterly Determination Date.

“Outstanding Principal Balance” means, as of any date of determination, with respect to any Class of Notes, the aggregate unpaid principal balance of all Outstanding Notes of such Class.

“Parent” means SelectQuote, Inc., a Delaware corporation.

“Parent Term Loan” means that certain Credit Agreement, dated as of November 5, 2019 among, inter alios, Parent, as borrower, Wilmington Trust, National Association, as administrative agent and the lenders party thereto from time to time, as supplemented and amended from time to time.

“Participant” means with respect to the Clearing Agency, Euroclear or Clearstream, a Person who has an account with the Clearing Agency, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“PayCo” means SQ PayCo Insurance Services, LLC, a Delaware limited liability company.

“Paying Agent” means UMB Bank, National Association or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 of the Indenture and is authorized by the Issuer to make payments to and distributions from the Collection Account including payments of principal of or interest on the Notes on behalf of the Issuer. If such Person other than the Indenture Trustee is appointed by the Issuer as Paying Agent, the Issuer

App. A-19

shall give the Indenture Trustee, the Back-Up Servicer, and the Noteholders prompt written notice of such appointment.

“Payment Date” means, with respect to each Collection Period and subject to Section 12.11 of the Indenture, the 20th day following the end of such Collection Period. The initial Payment Date for the Notes shall be October 20, 2024.

“Payment Date Compliance Certificate” means the certificate delivered pursuant to Section 7.01(g) of the Indenture.

“Payment Date Report” means a report of the Servicer delivered pursuant to Section 8.10 of the Indenture, substantially in the form of Exhibit D to the Indenture.

“Payment Determination Date” means, with respect to any Payment Date, two (2) Business Days immediately preceding such Payment Date.

“Payment in Full” means the principal of and interest on each Note and all fees payable under the Indenture and all other amounts payable under the Basic Documents shall have been indefeasibly paid in full in dollars (other than contingent indemnity obligations for which no claim has been made).

“Performance Adjustment Factor” means, as of any Quarterly Determination Date, the lowest of:

(q)1.0;

(r)The ratio of (i) the aggregate amount of Collections received by the Issuer during the Collection Period related to the immediately succeeding Payment Date and during the preceding eleven (11) Collection Periods, in each case inclusive of the Kaiser Adjustment Amount for the applicable Collection Period but not inclusive of any annual upfront payments in respect of Commission Receivables paid by Kaiser Permanente or its affiliates in such Collection Periods, to (ii) the aggregate amount of Collections projected to be received during such twelve (12) Collection Periods in the Independent Actuarial Report as of the closing date;

(s)The product of (i) the ratio of (A) the aggregate amount of Collections received by the Issuer during the Collection Periods commencing after the date on which the most recent Independent Actuarial Report was delivered pursuant to Section 8.05 to (B) the aggregate amount of Collections projected to be received during such Collection Periods in the most recent Independent Actuarial Report multiplied by (ii) the ratio of (A) the Asset Value as of the most recent Independent Actuarial Report to (B) the Asset Value as of the Closing Date; provided, that any Carrier in respect of which a Material Carrier Event has occurred shall be excluded from the calculation of this clause (c)(ii)(A);

provided, that during the first three Payment Dates following delivery of an Independent Actuarial Report, the amount calculated in clause (c)(i) above shall be deemed to be 1.0;

App. A-20

provided, further, that (y) if (I) the amount calculated pursuant to clause (c) above is greater than (II) the amount calculated pursuant to clause (b) above minus the Report Adjustment Factor, then the amount calculated in clause (c) above shall be deemed to be 1.0 and (z) if (I) the amount calculated pursuant to clause (c) above is equal to or less than (II) the amount calculated pursuant to clause (b) above minus the Report Adjustment Factor, then the amount calculated pursuant to clause (c) above shall be increased by an amount equal to the Report Adjustment Factor.

“Performance Guaranty” means the Guaranty executed by Parent in respect of the obligations of the Servicers and the Sellers in favor of the Guaranteed Parties (as defined therein).

“Permitted Disposition” has the meaning specified in Section 4.30(a) of the Indenture.

“Permitted Indebtedness” has the meaning specified in Section 4.20 of the Indenture.

“Permitted Investments” means (i) direct obligations of the United States of America or any agency thereof, or shares of money market funds that invest solely in such obligations, (ii) obligations fully guaranteed by the United States of America and certificates of deposit issued by, or bankers’ acceptances of, or time deposits, demand deposits or overnight deposits with, any bank, trust company or national banking association incorporated or doing business under the laws of the United States of America or one of the states thereof having a short-term debt rating equal to F-1 by Fitch or better and combined capital and surplus and retained earnings of at least $300,000,000; provided, that if, at any time, any such bank, trust company or national banking association ceases to have a short-term rating equal to F-1 by Fitch or better, the Indenture Trustee shall within sixty (60) Business Days (or such longer period agreed to by the written consent of Fitch) cause such obligations to be held with an institution meeting such criteria, (iii) commercial paper of companies, banks, trust companies or national banking associations incorporated or doing business under the laws of the United States of America or one of the states thereof and in each case having a rating assigned to such commercial paper by Fitch or Moody’s equal to the highest rating assigned by such organizations, respectively; provided, that if such commercial paper has a maturity between thirty-one (31) and 365 days, such commercial paper shall have a rating assigned to such commercial paper by Fitch equal to the highest rating assigned by such organization and (iv) money market funds which (a) invest primarily in (A) obligations of the United States of America or any agency thereof, and/or (B) corporate bonds, certificates of deposit, commercial paper, repurchase agreements, time deposits, asset-backed securities, mortgage-backed securities, banker’s acceptances, municipal bonds, and floating rate and variable rate securities, in each case rated F-1+ or better by Fitch and P-1 or better by Moody’s and (b) have a rating assigned to such fund by Moody’s or Fitch equal to “AAAm”, “Aaamf”, or “AAAmmf”, respectively, or better. In no event shall any investment be eligible as a “Permitted Investment” unless the final maturity or date of return of such investment is (i) thirty (30) days or less from the date of purchase thereof and (ii) at least one (1) day prior to the next Payment Determination Date.

“Permitted Liens” means (a) Liens created under this Indenture, the Notes or any other Basic Document, (b) Liens for current Taxes not delinquent or Taxes being contested in

App. A-21

good faith and by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by GAAP are being maintained, (c) Liens arising pursuant to any Carrier Agreements, (d) Liens over any Master Payment Account permitted pursuant to the Master Account Intercreditor Agreement, (e) Liens in favor of an account bank arising as a matter of law or pursuant to an agreement encumbering deposits or other funds maintained therein (including the right of setoff), (f) Liens in respect of judgments or awards, to the extent that such judgments or awards do not constitute an Event of Default, (g) Liens arising in the ordinary course of the Issuer’s business specified in Section 4.16, (h) any Liens arising in respect Repurchase Events and (i) any Liens otherwise arising pursuant to Permitted Indebtedness.

“Permitted Tax Restructuring” means (i) any reorganizations and other activities related to Tax planning and Tax reorganization entered into prior to the date hereof or an earlier date which would mean that such restructuring was known by the first Holder prior to it deciding to become a Holder, based on its due diligence and (ii) any reorganizations and other activities related to Tax planning and Tax reorganization entered into on or after the date hereof which are not materially adverse to the Holders (as determined by the Issuer in good faith); provided, that in either case, an Opinion of Counsel shall be delivered to the Indenture Trustee stating that the execution of such supplemental indenture (i) will not cause the Issuer to be treated as a publicly traded partnership or an association taxable as a corporation for U.S. federal income tax purposes, and (ii) will not cause any Notes outstanding immediately prior to such execution to undergo a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3 that would adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes or cause one or more Holders of Notes to recognize income or gain.

“Person” means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

“Physical Property” means instruments within the meaning of Section 9-102(a)(47) of the UCC and certificated securities within the meaning of Section 8-102 of the UCC.

“Plan” means (i) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, (ii) a “plan” described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, (iii) employee benefit plans that are governmental plans within the meaning of Section 3(32) of ERISA, (iv) certain church plans (as defined in Section 3(33) of ERISA), (v) non-U.S. plans (as described in Section 4(b)(4) of ERISA), (vi) any entity or account whose underlying assets are deemed to include “plan assets” (within the meaning of the Department of Labor regulation located at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA)or (vii) any plan, entity or account that is not subject to the foregoing but is subject to analogous provisions under any Similar Law.

“Post-ARD Additional Interest” means the Class A Post-ARD Additional Interest and/or the Class B Post-ARD Additional Interest, as applicable.

App. A-22

“Principal Distribution Amount” means, with respect to any Payment Date, the greater of (i) the excess of (x) outstanding principal of the Class A Notes and Class B Notes on such Payment Date prior to any distributions made on such Payment Date over (y) Outstanding Advance Target and (ii) zero.

“Priority of Payments” means the priority of distributions specified in Section 8.06(i) or (ii), as applicable, of the Indenture.

“Private Placement Legend” means the legend set forth in Section 2.03(i)(i) to the Indenture to be placed on all Notes issued under the Indenture, except where otherwise permitted by the provisions of the Indenture.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“PTCE” means Prohibited Transaction Class Exemption.

“Purchase Agreements” means each of (i) the Renewal Commission Purchase Agreement, dated as of the Closing Date, between the Issuer, AgentCo and the Legacy Contract Holders, (ii) the Renewal Commission Purchase Agreement, dated as of the Closing Date, among the Legacy Contract Holders and the Issuer and (iii) the Renewal Commission Purchase Agreement, dated as of the Closing Date, between SQIS and the Issuer, each as amended from time to time pursuant to its terms.

“Purchaser” or “Purchasers” means the purchasers specified in the Note Purchase Agreement.

“Qualified Institutional Buyer” means a “qualified institutional buyer” within the meaning of Rule 144A.

“Qualifying Debt Opinion” means an opinion, based on customary representations, covenants and undertakings by the Issuer and its Affiliates, from nationally-recognized tax counsel to the effect that the Notes, or a series or Class of Notes, will be properly characterized as debt for U.S. federal income tax purposes, subject to customary assumptions and qualifications.

“Quarterly Determination Date” means (i) the Payment Determination Date occurring in January 2025, (ii) the 1st (first) day (or the succeeding Business Day, if the 1st day is not a Business Day) of each of January, April, July and October and (iii) each other Payment Determination Date on which the Issuer delivers an updated calculation of the Performance Adjustment Factor.

“Rapid Amortization Event” means, with respect to any Payment Date, one or any combination of the following exists with respect to such Payment Date:

(a) (i) the Outstanding Principal Balance of the Class A Notes and Class B Notes as of such Payment Date (taking into account the distributions to be made on such

App. A-23

Payment Date pursuant to Section 8.06(i)(F) through (M)) is greater than the Outstanding Advance Target as of each such Payment Date and (ii) the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of each of the two preceding Payment Dates (in each case taking into account the distributions to be made on such Payment Date pursuant to Section 8.06(i)(F) through (M)) was greater than the Outstanding Advance Target as of such Payment Date; provided, that a Rapid Amortization Event described in this clause (a) shall continue until the Outstanding Principal Balance of the Class A Notes and Class B Notes is equal to or less than the Outstanding Advance Target for two consecutive Payment Dates (in each case taking into account the distributions to be made on such Payment Date pursuant to Section 8.06(i)(F) through (M)),

(b) a Servicer Termination Event has occurred and is continuing,

(c) a Material Carrier Event has occurred and is continuing with respect to any Material Carrier; provided, that any Rapid Amortization Event pursuant to this clause (c) shall be deemed cured if no Rapid Amortization Event pursuant to clause (a) or (b) above is then ongoing, in each case determined by excluding the Carrier Agreements and Commission Receivables with respect to such Material Carrier; or

(d) any termination by AgentCo or the Servicer without the prior written consent of the Noteholders of a Carrier Agreement with respect to which the Asset Value accounts for over 10% of the total Asset Value of the Issuer of the most recent Independent Actuarial Report.

“Rating Agency” means (a) [***] (b) any other credit rating agency that is recognized as a nationally recognized statistical rating organization by the Commission and approved in writing by the Majority Noteholders, so long as, in each case, any such credit rating agency described in clause (a) or (b) above continues to be a nationally recognized statistical rating organization recognized by the Commission and is approved as a “Credit Rating Provider” (or other similar designation) by the NAIC.

“Rating Agency Condition” means, with respect to any action by (i) any Rating Agency then rating the Notes other than [***], that such Rating Agency then rating a class of Notes shall have delivered written confirmation to the Issuer to the effect that such action will not result in a downgrade or withdrawal of such Rating Agency’s then current rating on any class of Notes and (ii) [***], if they are then rating the Notes, that [***] has not indicated (within fifteen (15) days after notice to [***] of such action or transaction) that such specified action or event shall result in the downgrade, qualification or withdrawal of [***] then current credit rating, if any, of any class of Notes then Outstanding; provided, that subject to Section 6.06 hereof, the Indenture Trustee shall provide prior e-mail notice of any such action to the Rating Agencies.

“Rating Agency Contact” means [***].

“Record Date” means, with respect to a Payment Date or Redemption Date, (i) for Notes in book-entry form, the close of business on the Business Day immediately preceding such Payment Date or Redemption Date and (ii) for Definitive Notes the close of business on the last

App. A-24

Business Day of the calendar month immediately preceding the month in which such Payment Date or Redemption Date occurs.

“Redemption Date” means, in the case of a redemption of the Notes pursuant to Section 10.01 of the Indenture, the Business Day specified by the Issuer pursuant to Section 10.01 of the Indenture.

“Redemption Premium” means, the Class A Redemption Premium or the Class B Redemption Premium, as applicable.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note bearing the Global Note Legend, the OID Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Clearing Agency or its nominee after the expiration of the Restricted Period with respect to Notes held by non-U.S. persons that may be sold in reliance on Rule 904 promulgated under the Securities Act.

“Regulation S Temporary Global Note” means a temporary Global Note bearing the Global Note Legend, the OID Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Clearing Agency or its nominee with respect to Notes initially sold in reliance on Rule 903 promulgated under the Securities Act.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.03(i)(iii) of the Indenture.

“Related Party” means each of the Issuer, Holdings, the Servicer, the Sellers, AgentCo, AgentCo II, PayCo and the Parent.

“Release Criteria” has the meaning specified in Section 4.30(a) of the Indenture.

“Report Adjustment Factor” means 5.00%.

“Repurchase Event” has the meaning given to such term in each Purchase Agreement.

“Responsible Officer” means, (a) with respect to the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any vice president, assistant vice president, assistant secretary, senior associate, associate, trust officer or any other officer, employee or other person of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and, with respect to each, having direct responsibility for the administration of the Indenture and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, (b) with respect to the Issuer, any officer, including any

App. A-25

president, vice president, secretary or any other officer performing functions similar to those performed by such officers, and (c) with respect to Holdings or the Sellers, any officer, including any president, vice president, secretary or any other officer performing functions similar to those performed by such officers.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Risk Retained Interest”: The limited liability company interests in the Issuer representing, at the Closing Date, a fair value of not less than five percent (5%) of the fair value of all “ABS interests” (as defined in the Credit Risk Retention Rules) of the Issuer, determined using a fair value measurement framework under GAAP.

“Risk Retention Disclosure” has the meaning specified in Section 3.14(a) of this Indenture.

“Risk Retention Disclosure Requirement” has the meaning specified in Section 3.14(a) of this Indenture.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 144A Global Note” means a Global Note substantially in the form of Exhibit A to the Indenture bearing the Global Note Legend, the OID Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Clearing Agency or its nominee with respect to Notes held by Qualified Institutional Buyers that may be sold in reliance on Rule 144A.

“Rule 17g-5” has the meaning specified in Section 12.19(a) of the Indenture.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“Secured Obligations” means any and all amounts owing or to be owing by the Issuer: (a) to any Noteholder under any of the Notes or any of the other Basic Documents, including, without limitation, (i) all payment of principal of, and interest on each Note and the Indenture (including, without limitation, interest accruing after the filing of any bankruptcy or similar petition or the commencement of any insolvency, receivership or similar proceeding, regardless of whether such interest is allowed in such proceeding or after the filing of such petition), (ii) all other amounts payable by the Issuer under the Notes and the other Basic Documents and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Issuer of all of the agreements, conditions, covenants, and obligations of the Issuer contained in the Notes and the other Basic Documents; (b) to the other Secured Parties under the Basic Documents and (c) all renewals, extensions and/or rearrangements of any of the above, in each case, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of the Indenture, all as provided in the Indenture.

App. A-26

“Secured Parties” means, collectively, each Holder of a Note, the Indenture Trustee and the Back-Up Servicer, and “Secured Party” means any of them individually.

“Securities” or “Security” shall have the meaning specified in Section 2(a)(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Intermediary” has the meaning specified in Section 8.02(c) of the Indenture.

“Seller” means, SQIS and Tiburon (together, the “Legacy Contract Holders”) and/or AgentCo, as the context may require, each in its capacity as seller under a Purchase Agreement, or any of their successors.

“Senior Expenses” means, collectively, any Issuer Expenses and any other fees, costs, expenses, Taxes or Indemnification Amounts incurred by or on behalf of the Issuer in the course of the business activities permitted under Section 4.18; provided, that Senior Expenses shall not include any amount payable on the Notes, any Administrative Expenses or any Special Indemnity Payment.

“Senior Financial Officer” means, with respect to the Issuer or Holdings, the manager or the Issuer or Holdings, as applicable, or the chief financial officer, principal accounting officer, treasurer or comptroller (or any other officer holding a title or role similar to any of the foregoing) of the Issuer or Holdings, as applicable.

“Servicers” means SelectQuote Insurance Services, a California corporation (“SQIS”), and Tiburon Insurance Services, LLC, a California limited liability company (“Tiburon” and together with SQIS, the “Initial Servicers”), and any permitted successors thereunder. Unless the context otherwise clearly requires, any reference to the “Servicer” is a reference to each of the Servicers.

“Servicer Termination Event” has the meaning specified in the Servicing Agreement.

“Services” has the meaning specified in the Servicing Agreement.

“Servicing Agreement” means the Servicing Agreement, dated as of the Closing Date, between the Servicers, AgentCo, AgentCo II, PayCo and the Issuer, including the related recording supplement.

“Servicing Fees” has the meaning specified in the Servicing Agreement.

“Similar Law” means any U.S. federal, state, non-U.S., or local law that is similar to the provisions of Title I of ERISA or Section 4975 of the Code.

“Special Indemnity Payments” means (a) any indemnity amounts owing at any time and from time to time by the Issuer to any holder of Notes or any placement agent, structuring agent or similar agent, (b) any other indemnity amounts owing at any time and from time to time to any

App. A-27

other Person party to a Basic Document (other than the Servicer under the Servicing Agreement) which arise from violations of the Securities Act, the Exchange Act or any other securities law and (c) any amounts payable by the Issuer in order to satisfy any final, non-appealable judgment against the Issuer pursuant to a litigation proceeding to which the Issuer is a party (other than a judgment obtained by any Person for amounts payable to it by the Issuer pursuant to any Basic Document).

“Split Commissions Amount” has the meaning specified in the Servicing Agreement.

“Split Commission Certificate” has the meaning specified in the Servicing Agreement.

“STAMP” has the meaning specified in Section 2.04(e) of the Indenture.

“Standard & Poor’s” or “S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor to the rating agency business thereof.

“State” means any one of the 50 States of the United States of America or the District of Columbia.

“State Sanctions List” means a list that is adopted by any state Governmental Body within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.

“Statutory Exemption” means the statutory prohibited transaction exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code.

“Step-Up Rate” means for either Class of Notes, on or prior to the Payment Date occurring in October 2030, 2.00% and thereafter, 4.00%.

“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Issuer.

“SVO” means the Securities Valuation Office of the NAIC.

“Synthetic Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so

App. A-28

leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

“Target Advance Rate” means, with respect to any Payment Date the percentage set forth for such Payment Date on Schedule B.

“Tax” or “Taxes” means (a) any federal, state, local, and other taxes or other similar charges in the nature of a tax imposed by a Governmental Body, including without limitation, income taxes, estimated taxes, alternative or add-on minimum taxes, excise taxes, sales taxes, franchise taxes, employment and payroll related taxes, withholding taxes, transfer taxes, gross receipts taxes, license taxes, severance taxes, stamp taxes, occupation taxes, premium taxes, windfall profits taxes, environmental taxes, customs duties, capital stock taxes, profits taxes, social security (or similar) taxes, unemployment taxes, disability taxes, real property taxes, personal property taxes, registration taxes, value added taxes or other taxes, charges, fees or assessments of any kind whatsoever including any interest, penalty, or addition thereto, whether disputed or not, (b) any liability for any item described in clause (a) hereof as a result of being a member of any affiliated, combined, consolidated, unitary or similar group with respect to any taxes for any period and (c) any liability for the payment of any amounts of the type described in clause (a) or (b) as a result of being a transferee or successor or as a result of operation of Law or any express obligation to indemnify any other Person.

“Tax Return” means any and all returns, reports, and forms (including elections, declarations, claims for refund, information returns, statements schedules, attachments or supplements thereto) with respect to Taxes, or any amendment thereof, including any return of an affiliated, combined, consolidated or unitary group.

“Threatened” means a claim, Proceeding, dispute, action, or other matter will be deemed to have been “Threatened” if any demand or statement has been made (orally or in writing) to any Related Party or any officers, directors, or employees of a Related Party that would lead a prudent Person to conclude that such a claim, Proceeding, dispute, action, or other matter is likely to be asserted, commenced, taken, or otherwise pursued in the future.

“Transferee Certificate” means a certificate of the Transferor, substantially in the form of Exhibit C to the Indenture.

“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations and any administrative guidance with respect to the foregoing.

“U.S. Economic Sanctions Laws” means those Laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.

App. A-29

“UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to time. Unless otherwise specified, “UCC” shall refer to the Uniform Commercial Code as in effect in the State of New York.

“UMB Fees” means the fees payable pursuant to Section 8.06(i)(A)(1) of the Indenture.

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Warm Back-Up Duties” has the meaning set forth in the Back-Up Servicing Agreement.

“Weighted Average Interest Rate” means, with respect to each date of determination (a) the sum of (i) the Class A Interest Rate multiplied by the Outstanding Principal Balance of such Class A Notes as of such date of determination plus (iii) the Class B Interest Rate multiplied by the Outstanding Principal Balance of such Class B Notes as of such date of determination divided by (b) the Outstanding Principal Balance of all Notes as of such date of determination.

PART II - RULES OF CONSTRUCTION

(A) Accounting Terms. As used in this Appendix or the Basic Documents, accounting terms which are not defined, and accounting terms partly defined, herein or therein shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Appendix or the Basic Documents are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Appendix or the Basic Documents shall control.

(B) “Hereof,” etc. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Appendix or any Basic Document shall refer to this Appendix or such Basic Document as a whole and not to any particular provision of this Appendix or such Basic Document; and Section, Schedule and Exhibit references contained in this Appendix or any Basic Document are references to Sections, Schedules and Exhibits in or to this Appendix or such Basic Document unless otherwise specified. The word “or” is not exclusive.

(C) Use of “related”. As used in this Appendix and the Basic Documents, with respect to any Payment Date, the “related Payment Determination Date,” the “related Collection Period,” and the “related Record Date” shall mean the Payment Determination Date, the Collection Period, and the Record Date, respectively, immediately preceding such Payment Date.

(D) Amendments. Any agreement or instrument defined or referred to in the Basic Documents or in any instrument or certificate delivered in connection herewith shall mean such agreement or instrument as from time to time amended, modified or supplemented and includes references to all attachments thereto and instruments incorporated therein.

App. A-30

(E) Number and Gender. Each defined term used in this Appendix or the Basic Documents has a comparable meaning when used in its plural or singular form. Each gender-specific term used in this Appendix or the Basic Documents has a comparable meaning whether used in a masculine, feminine or gender-neutral form.

(F) Including. Whenever the term “including” (whether or not that term is followed by the phrase “but not limited to” or “without limitation” or words of similar effect) is used in this Appendix or the Basic Documents in connection with a listing of items within a particular classification, that listing shall be interpreted to be illustrative only and will not be interpreted as a limitation on, or exclusive listing of, the items within that classification.

(G) UCC References. Terms used herein that are defined in the New York UCC, as amended, and not otherwise defined herein shall have the meanings set forth in the New York UCC, as amended, unless the context requires otherwise. Any reference herein to a “beneficial interest” in a security also shall mean, unless the context requires otherwise, a security entitlement with respect to such security, and any reference herein to a “beneficial owner” or “beneficial holder” of a security also shall mean, unless the context requires otherwise, the holder of a security entitlement with respect to such security. Any reference herein to money or other property that is to be deposited in or is on deposit in a securities account shall also mean that such money or other property is to be credited to, or is credited to, such securities account.

App. A-31

SCHEDULE A

Schedule of Commission Receivables

Provided to the Indenture Trustee on the Closing Date

Sch. A-1

SCHEDULE B

Target Advance Rate


Payment Date			Target Advance Rate
10/15/2024			62.11%
10/20/2024			62.03%
11/20/2024			61.95%
12/20/2024			61.86%
1/20/2025			61.78%
2/20/2025			61.70%
3/20/2025			61.61%
4/20/2025			61.53%
5/20/2025			61.45%
6/20/2025			61.36%
7/20/2025			61.28%
8/20/2025			61.20%
9/20/2025			61.11%
10/20/2025			60.70%
11/20/2025			60.28%
12/20/2025			59.86%
1/20/2026			59.45%
2/20/2026			59.03%
3/20/2026			58.61%
4/20/2026			58.20%
5/20/2026			57.78%
6/20/2026			57.36%
7/20/2026			56.95%
8/20/2026			56.53%
9/20/2026			56.11%
10/20/2026			55.40%
11/20/2026			54.70%
12/20/2026			53.99%
1/20/2027			53.28%
2/20/2027			52.57%
3/20/2027			51.86%
4/20/2027			51.15%
5/20/2027			50.45%
6/20/2027			49.74%
7/20/2027			49.03%

Sch. B-1


8/20/2027			48.32%
9/20/2027			47.61%
10/20/2027			46.82%
11/20/2027			46.03%
12/20/2027			45.24%
1/20/2028			44.45%
2/20/2028			43.65%
3/20/2028			42.86%
4/20/2028			42.07%
5/20/2028			41.28%
6/20/2028			40.49%
7/20/2028			39.70%
8/20/2028			38.90%
9/20/2028			38.11%
10/20/2028			0.00%
Thereafter			0.00%

Sch. B-2

SCHEDULE C

[Reserved]

Sch. C-1

SCHEDULE D

Kaiser Adjustment Percentage

[***]

Sch. D-1

Exhibit A

FORM OF NOTE1

[: [___]]

REGISTERED $[●]

No.: [●] CUSIP: [●]

PPN: []

ISIN: [●]

SQ ABS ISSUER, LLC

[] []% CLASS [A][B] NOTE (“Class [A][B] Note”)

SQ ABS Issuer, LLC, a Delaware limited liability company (herein referred to as the “Issuer”), for value received, hereby promises to pay to [_____________], or registered assigns, the principal sum of [____] DOLLARS ($[●]) payable on each Payment Date from the Available Funds on deposit in the Collection Account pursuant to Section 8.06 of the Indenture, dated as of [__________], 2024 (the “Indenture”), between the Issuer and UMB Bank, National Association, a national banking association as indenture trustee (the “Indenture Trustee”), as paying agent, as note registrar and as securities intermediary; provided, however, that the entire unpaid principal amount of this Class [A][B] Note shall be due and payable on the Payment Date occurring October 20, 2039 (the “Legal Final Maturity Date”), unless redeemed in full earlier pursuant to Article 10 of the Indenture. Reference is made to the Indenture for a statement of the respective rights thereunder of the Issuer, the Indenture Trustee and the Holders, and the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes are subject to all terms of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A of the Indenture, which also contains rules as to construction that shall be applicable herein.

The Issuer will pay interest on this Class [A][B] Note at the rate per annum shown above on each Payment Date until the principal of this Class [A][B] Note is paid or made available for payment, on the principal amount of this Class [A][B] Note outstanding on the preceding Payment Date after giving effect to all payments of principal made on the preceding Payment Date. If the Outstanding Principal Balance of this Class [A][B] Note has not been paid in full on or before the Anticipated Repayment Date, additional interest will begin to accrue thereafter on this Class [A][B] Note at a rate of 2.00%. Interest on this Class [A][B] Note will accrue for each Payment Date for the period from and including the preceding Payment Date up to but excluding the current Payment Date (or, in the case of the initial Payment Date, from and including the related Closing Date, to, but excluding, the initial Payment Date). Interest on the Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Class [A][B] Note shall be paid in the manner specified in the Indenture.

1 Legends referenced above to be included as applicable.

A-1

If the Issuer defaults in a payment of interest on this Class [A][B] Note, the Issuer shall pay Defaulted Interest (plus interest on such Defaulted Interest to the extent lawful) at the Interest Rate, in any lawful manner.

The principal of and interest on this Class [A][B] Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Class [A][B] Note shall be applied first to interest due and payable on this Class [A][B] Note as provided above and then to the unpaid principal of this Class [A][B] Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class [A][B] Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

This Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer.

[THE REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK.]

A-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.


Date: ________________		SQ ABS Issuer, LLC By: SQ ABS HOLDINGS, LLC, a Delaware limited liability company, its sole member
	By:
	Name:
	Title

A-3

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class [A][B] Notes referred to as a Class [A][B] Note in the within-mentioned Indenture.


Date: ________________		UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
	By:
		Authorized Signatory

A-4

ASSIGNMENT

Dated:_________________________

Signature Guaranteed:

________________________________

Social Security or taxpayer ID. or other identifying number of assignee: ___________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

______________________________________________________________________________
(name and address of assignee)

the within Class [A][B] Note and all rights thereunder, and hereby irrevocably constitutes and appoints

______________________________________________________________________________
attorney, transfer said Class [A][B] Note on the books kept for registration thereof, with full power of substitution in the premises.

Date: ___________________________________________________

Signature Guaranteed:

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Class [A][B] Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements may include membership or participation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP.

A-5

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $[●]. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Class [A][B] Note, or exchanges of a part of another Global Note or Definitive Class [A][B] Note for an interest in this Global Note, have been made:

Date of Exchange

Amount of decrease in Principal Amount of this Global Note

Amount of increase in Principal Amount of this Global Note

Principal Amount of this Global Note following such decrease (or increase)

Signature of authorized officer of Indenture Trustee or DTC Custodian

* This schedule should be included only if the Note is issued in global form.

A-6

Exhibit B

FORM OF CERTIFICATE OF TRANSFER OR EXCHANGE

UMB Bank, National Association, as Indenture Trustee

[__]

Attn: [__]

Re: [_____] [_____]% Class [A][B] Notes

Reference is hereby made to the Indenture, dated as of [__________], 2024 (the “Indenture”), among SQ ABS Issuer, LLC, as issuer, and UMB Bank, National Association, as indenture trustee (the “Indenture Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

SECTION I – TRANSFER OF NOTES

_______________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that (a) we understand that the Notes have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being transferred by us in a transaction that is exempt from the registration requirements of the Act; (b) we have not offered or sold any Notes to, or solicited offers to buy any Notes from: any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act; and (c).

(1) [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT RULE 144A GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

(2) [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was

B-1

outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(a) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

(3) [ ] CHECK AND COMPLETE IF SUCH TRANSFER IS BEING EFFECTED TO ISSUER OR AN AFFILIATE THEREOF; This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

SECTION II – EXCHANGE OF NOTES

_________________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, or as further specified in Annex A hereto, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”), as specified herein or as further specified in Annex A hereto. In connection with the Exchange, the Owner hereby certifies that:

(1) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A GLOBAL NOTE TO DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Global Note for a Definitive Note with an equal principal amount, the Owner hereby certifies that the Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Definitive Note issued will continue to be subject to the OID Legend and restrictions on transfer enumerated in the Private Placement Legend printed on the Definitive Note and in the Indenture and the Securities Act.

(2) [ ] CHECK IF EXCHANGE IS FROM DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A GLOBAL NOTE. In connection with the Exchange of the Owner’s Definitive Note for a beneficial interest in the [CHECK ONE] [ ] Rule 144A Note [ ] Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the OID Legend and the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Global Note and in the Indenture and the Securities Act.

B-2

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[INSERT NAME OF TRANSFEROR]

By:
    Name:
    Title:

Dated: ______________________

Signature Guarantee*:

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Indenture Trustee).

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) [ ] a beneficial interest in the:

(i) [ ] Rule 144A Note ([CUSIP: [●]]), or

(ii) [ ] Regulation S Global Note ([CUSIP: [●]]), or

(b) [ ] a Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) [ ] a beneficial interest in the:

(i) [ ] Rule 144A Note ([CUSIP: ]), or

(ii) [ ] Regulation S Global Note ([CUSIP: ]), or

(b) [ ] a Definitive Note

B-4

Exhibit C

FORM OF TRANSFEREE CERTIFICATE

UMB Bank, National Association, as Indenture Trustee

[__]

Attn: [__]

Ladies and Gentlemen:

In connection with our proposed purchase of [] Class [A][B] Notes (the “Notes”) of SQ ABS Issuer, LLC (the “Issuer”), we confirm that:

1.We understand that the Notes have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and may not be sold except as permitted in the following sentence. We understand and agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, (x) that such Notes are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act and (y) that such Notes may be resold, pledged or transferred only (i) the Issuer, (ii) for so long as the Notes are eligible for resale pursuant to Rule 144A, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act that purchases for its own account or for the account of a Qualified Institutional Buyer to which notice is given that the transfer is being made in reliance on Rule 144A, (iii) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act and in accordance with the laws applicable to it in the jurisdiction in which such purchase is made, or (iv) to an institution that is an “accredited investor” as defined in Rule 501(a)(1),(2),(3), or (7) of Regulation D under the 1933 Act (an “Institutional Accredited Investor”) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Institutional Accredited Investors unless the holder is a bank acting in its fiduciary capacity) that executes a certificate substantially in the form hereof. We will notify any purchaser of the Notes from us of the above resale restrictions, if then applicable. We further understand that in connection with any transfer of the Notes by us that the Indenture Trustee and the Issuer may request, and if so requested we will furnish, such certificates and other information as they may reasonably require to confirm that any such transfer complies with the foregoing restrictions.

2.We are [CHECK ONE]:

[ ] a Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act);

[ ] a Non-U.S. person acquiring this Note in an offshore transaction within the meaning of Regulation S under the Securities Act; OR

[ ] an Institutional Accredited Investor acting for our own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Institutional Accredited Investors unless we are a bank acting in its fiduciary

Exhibit C-1

capacity) We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investment for an indefinite period of time. We are acquiring the Notes or investment and not with a view to, or for offer and sale in connection with, a public distribution.

3.Either (1) we are not and are not acquiring the Notes or any beneficial ownership interest therein directly or indirectly for, on behalf of, or with the assets of (i) an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder from time to time in effect (“ERISA”), that is subject to Title I of ERISA, (ii) a “plan” described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code, (iii) employee benefit plans that are governmental plans within the meaning of Section 3(32) of ERISA, (iv) certain church plans (as defined in Section 3(33) of ERISA), (v) non-U.S. plans (as described in Section 4(b)(4) of ERISA), (vi) any entity or account whose underlying assets are deemed to include “plan assets” (within the meaning of the Department of Labor Regulation located at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) or (vii) any plan, entity or account that is subject to any U.S. federal, state, non-U.S., or local Law that is similar to the provisions of Title I of ERISA or Section 4975 of the Code (“Similar Law”) or (2) our acquisition, holding and subsequent disposition of the Notes or any beneficial ownership interest therein is permissible under applicable law, and will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code by reason of the application of one of more of the following exemptions, all of the conditions of which shall be met: Prohibited Transaction Class Exemption (“PTCE”) 75-1, PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or the exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code; or breach of fiduciary duty under ERISA, or, if we are subject to any Similar Law, such acquisition, holding and disposition will not constitute or result in a non-exempt violation of or breach of fiduciary duty under any Similar Law, and none of the Issuer, the Servicer, the Back-Up Servicer, the Indenture Trustee or any of their respective Affiliates is a “fiduciary” (within the meaning of Section 3(21) of ERISA), or falls within analogous status under Similar Law, with respect to our acquisition or holding of the Notes, and will not otherwise result in any tax, rescission right or other penalty on the Issuer or any of its Affiliates, and, in any case, neither our purchase nor holding of the Notes or any beneficial ownership interest therein will subject the Issuer or any of its Affiliates to any obligation not affirmatively undertaken in writing.

4.We understand that interest on the Notes will be treated as U.S. source interest and that the failure to provide the Issuer, the Indenture Trustee or any Paying Agent with the properly completed and signed applicable Tax certifications and documentation (including an IRS Form W-9 (or applicable successor form) or IRS Form W-8 (or applicable successor form), as the case may be) upon our purchase or acceptance of the Note (or beneficial interest therein), or upon our discovery that such information or documentation previously provided has become obsolete or incorrect, and from time to time thereafter upon request, may result in withholding from payments in respect of such Note, including U.S. Federal withholding or back-up

Exhibit C-2

withholding. The Issuer, the Indenture Trustee, the Paying Agent, or any applicable withholding agent may withhold such payments made to us in accordance with applicable Law (without any corresponding gross up). If payment made to us under the Indenture is subject to U.S. withholding Tax under FATCA, then we shall deliver to the Issuer (or its authorized agent), the Indenture Trustee and any Paying Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer (or its authorized agent), the Indenture Trustee or a Paying Agent, documentation necessary for the Issuer, Indenture Trustee or Paying Agent to determine their obligations under FATCA and shall update any such information or documentation provided upon discovering that any such information or documentation previously provided has become obsolete or incorrect or is otherwise required.

5.[We are not a member of an “expanded group” (as defined in Treasury Regulations section 1.385-1(c)(4)) with respect to which the Issuer or SelectQuote Insurance Services, and is not a “covered member” (as defined in Treasury Regulations section 1.385-1(c)(2)), except to the extent that the Issuer or its agents have provided us with an express waiver of this representation.]

6.We will not take any action that could cause, and will not omit to take any action, which omission would cause, the Issuer to become a publicly traded partnership or an association taxable as corporation for U.S. federal income tax purposes; provided that for the purposes of this paragraph 6, we shall be allowed to assume that any Notes for which a Qualifying Debt Opinion was received are properly characterized as indebtedness for U.S. federal income tax purposes.

7.If we are not a “United States person” (within the meaning of Code Section 7701(a)(30)), we are not acquiring any Note as part of a plan to reduce, avoid or evade U.S. federal income tax.

8.We understand that the Issuer, the Indenture Trustee and the Issuer and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements, and we agree that if any of the acknowledgments, representations and warranties deemed to have been made by us by our purchase of the Notes, for our own account or for one or more accounts as to each of which we exercise sole investment discretion, are no longer accurate, we shall promptly notify the Issuer.

9.You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


Very truly yours,

[NAME OF PURCHASER]


By:

Exhibit C-3


			Name:
			Title:

			Date: ____________________________

Exhibit C-4

Exhibit D

FORM OF NOTEHOLDER STATEMENT

[To be attached.]

Exhibit D-1

Exhibit E

FORM OF CLASS B PURCHASE OPTION NOTICE

Sent via certified mail

[DATE]

From: [ ]

[ ]

Fax: [ ]

Telephone: [ ]

Email: [ ]

(the “Series B Purchaser”)

To:

UMB Bank, National Association

[●]

Attention: [●]

Fax: [●]

Email: [●]

(the “Trustee”)

Re: Purchase of the Class A Notes

The Class Purchaser hereby gives irrevocable notice that the Class Purchaser has elected, pursuant to Section 5.17 of the Indenture dated as of [__________], 2024 (as amended or supplemented from time to time, the “Agreement”), among SQ ABS Issuer, LLC (the “Issuer”) and UMB Bank, National Association, as Indenture Trustee, as Paying Agent, as Securities Intermediary and as Note Registrar, to purchase all, but not less than all, of the Class A Notes.

Subject to the procedures of DTC, the purchase will occur on or before [ ], at which time the Class B Purchaser shall remit to the Indenture Trustee (or the Paying Agent on its behalf) an amount equal to the Outstanding Principal Balance of the Class A Notes, all accrued and unpaid interest thereon and all other amounts due to the Class A Noteholders pursuant to the Agreement.

Capitalized terms defined in the Agreement and used but not defined herein shall have the meanings given to them in the Agreement.

Exhibit E-1

Very truly yours,

[Name of Series B Purchaser]

By:
Name:
Title: Authorized Signatory

Exhibit E-2

Exhibit F

FORM OF BENEFICIAL OWNER CERTIFICATE

UMB Bank, National Association, as Indenture Trustee

[__]

Attn: [__]

Ladies and Gentlemen:

In connection with the proposed exchange of the Global Notes for Definitive Notes, we confirm that we are [CHECK ONE]:

[ ] a non-U.S. person (as such term is defined in Regulation S); OR

[ ] a U.S. person who purchased such securities in a transaction that did not require registration under the Securities Act.


Very truly yours,

[NAME OF BENEFICIAL OWNER]


By:
			Name:
			Title:

			Date: ____________________________

Exhibit F-1

Exhibit 10.1

SQ ABS Issuer, LLC

$60,000,000 Class A Asset-Backed Notes
$40,000,000 Class B Asset-Backed Notes

______________

Note Purchase Agreement
______________

Dated October 15, 2024

TABLE OF CONTENTS

Section Heading Page

Section 1. AUTHORIZATION OF NOTES 1

Section 2. SALE AND PURCHASE OF NOTES 3

Section 3. CLOSING 3

Section 4. CONDITIONS TO CLOSING 3

Section 4.1. Representations and Warranties 3

Section 4.2. Performance 4

Section 4.3. No Rapid Amortization Event, Default, Event of Default or Servicer Termination Event 4

Section 4.4. Compliance Certificates 4

Section 4.5. Opinions of Counsel 4

Section 4.6. Purchase Permitted By Applicable Law, Etc 5

Section 4.7. Sale and Delivery of Notes 5

Section 4.8. Payment of Special Counsel Fees 5

Section 4.9. Private Placement Number 6

Section 4.10. Changes in Corporate Structure 6

Section 4.11. Funding Instructions 6

Section 4.12. Proceedings and Documents 6

Section 4.13. Liens 6

Section 4.14. KYC 6

Section 4.15. Solvency 7

Section 4.16. Private Rating Letter 7

Section 5. REPRESENTATIONS AND WARRANTIES OF THE SECURITIZATION PARTIES 7

Section 5.1. Organization; Power and Authority 7

Section 5.2. Authorization, Etc 7

Section 5.3. Disclosure 8

Section 5.4. Organization and Ownership of Equity Interests of the Securitization Parties; Affiliates 8

Section 5.5. Financial Statements; Material Liabilities 9

Section 5.6. Compliance with Laws, Other Instruments, Etc 10

Section 5.7. Consents, Governmental Authorizations, Etc. 11

Section 5.8. Litigation; Observance of Agreements, Statutes and Orders 11

Section 5.9. Taxes 12

Section 5.10. Title to Property; Leases; Collateral 12

Section 5.11. Licenses, Permits, Etc. 12

Section 5.12. Compliance with Employee Benefit Plans 12

Section 5.13. Private Offering by the Issuer 13

-i-

Section 5.14. Use of Proceeds; Margin Regulations 14

Section 5.15. Existing Indebtedness; Future Liens 14

Section 5.16. Foreign Assets Control Regulations, Etc. 15

Section 5.17. Status under Certain Statutes 16

Section 5.18. Solvent 16

Section 5.19. Brokerage Fees, Etc. 16

Section 6. REPRESENTATIONS OF THE PURCHASERS 16

Section 6.1. Purchase for Investment 16

Section 6.2. Representation of the Purchasers 17

Section 7. COVENANTS AND FURTHER ASSURANCES 22

Section 8. EXPENSES ETC. 24

Section 8.1. Transaction Expenses 24

Section 8.2. Certain Taxes 24

Section 8.3. Indemnification 25

Section 8.4. Survival 25

Section 9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT 26

Section 10. AMENDMENT AND WAIVER 26

Section 10.1. Requirements 26

Section 10.2. Solicitation of Holders of Notes 27

Section 10.3. Binding Effect, Etc 27

Section 10.4. Notes Held by any Securitization Party, Etc. 27

Section 11. NOTICES 28

Section 12. REPRODUCTION OF DOCUMENTS 28

Section 13. CONFIDENTIAL INFORMATION 29

Section 14. SUBSTITUTION OF PURCHASER 30

Section 15. MISCELLANEOUS 30

Section 15.1. Successors and Assigns 31

Section 15.2. Severability 31

Section 15.3. Construction, Etc. 31

Section 15.4. Counterparts; Electronic Contracting 31

Section 15.5. Governing Law 32

Section 15.6. Jurisdiction and Process; Waiver of Jury Trial 32

Section 15.7. Placement Agent 33

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Schedule A — Defined Terms

Schedule 5.3 — Disclosure Materials

Schedule 5.4 — Organization and Ownership of Securitization Parties

Schedule 5.5 — Material Liabilities

Purchaser Schedule — Information Relating to Purchasers

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SQ ABS ISSUER, LLC

$60,000,000 Class A Asset-Backed Notes due October 20, 2039
$40,000,000 Class B Asset-Backed Notes October 20, 2039

October 15, 2024

To Each of the Purchasers Listed in
the Purchaser Schedule Hereto:

Ladies and Gentlemen:

SQ ABS Issuer, LLC, a Delaware limited liability company (the “Issuer”), Holdings, AgentCo, AgentCo II, PayCo, the Parent and the Servicer (each, as defined below) agree with each of the Purchasers as follows:

Section 1.AUTHORIZATION OF NOTES.

The Issuer will authorize the issue and sale of $60,000,000 aggregate principal amount of Class A Asset-Backed Notes due October 20, 2039 (the “Class A Notes”) and $40,000,000 aggregate principal amount of Class B Asset-Backed Notes due October 20, 2039 (the “Class B Notes” and together with the Class A Notes, the “Notes”). The Notes will be issued by the Issuer pursuant to an indenture (as the same may be amended, supplemented or otherwise modified from time to time, the “Indenture”), dated as of October 15, 2024, by and between the Issuer and UMB Bank, N.A. (“UMB Bank”), a national banking association, as indenture trustee (in such capacity, and not individually, the “Indenture Trustee”), as paying agent, as securities intermediary and as note registrar. The Notes shall be issued in accordance with the Indenture and backed by a portfolio of Commission Receivables and other related Collateral. The Issuer, Holdings, AgentCo, AgentCo II, PayCo, the Parent and the Servicers are referred to herein each, as a “Securitization Party” and collectively, as the “Securitization Parties” and the Issuer, Holdings, AgentCo, AgentCo II and PayCo are referred to herein, collectively, as the “SPVs”.

On the Closing Date, one or more Securitization Parties will enter into (i) a servicing agreement (as the same may be amended, supplemented or otherwise modified, the “Servicing Agreement”), dated as of the Closing Date, by and among the Issuer, SELECTQUOTE INSURANCE SERVICES, a California corporation (“SQIS”) and TIBURON INSURANCE SERVICES, LLC, a California limited liability company (“Tiburon”) in their individual capacities as servicers thereunder (each, a “Servicer” and together, the “Servicers”), SQ AGENTCO, LLC, a Delaware limited liability company (“AgentCo”), SQ AGENTCO INSURANCE SERVICES II, LLC, a Delaware limited liability company (“AgentCo II”), SQ PayCo Insurance Services, LLC, a Delaware limited liability company (“PayCo”), and each

joinder party from time to time party thereto, pursuant to which, among other things, the Servicer will perform the servicing duties specified therein in respect of the Commission Receivables, (ii) a renewal commission purchase agreement, dated as of the Closing Date (as the same may be amended, supplemented or otherwise modified, “Purchase Agreement I”), by and between the Issuer, as buyer, and AgentCo, as seller (in such capacity, “Seller I”), pursuant to which, among other things, Seller I will sell certain Subject Renewal Commissions and other Purchased Assets to the Issuer, (iii) a renewal commission purchase agreement, dated as of the Closing Date (as the same may be amended, supplemented or otherwise modified, “Purchase Agreement II”), by and between the Issuer, as buyer, and SQIS and Tiburon, each as a seller (in such capacities, “Seller II”), pursuant to which, among other things, Seller II will sell certain Subject Renewal Commissions and other Purchased Assets to the Issuer, (iv) a renewal commission purchase agreement, dated as of the Closing Date (as the same may be amended, supplemented or otherwise modified, “Purchase Agreement III” and together with Purchase Agreement I and Purchase Agreement II, the “Purchase Agreements”, each a “Purchase Agreement”), by and between the Issuer and Seller II, pursuant to which, among other things, Seller II will sell certain Subject Renewal Commissions and other Purchased Assets to the Issuer, (v) a back-up servicing agreement, dated as of the Closing Date (as the same may be amended, supplemented or otherwise modified, the “Back-Up Servicing Agreement”), by and among Oak Street Servicing LLC, a Delaware limited liability company (the “Back-Up Servicer”), the Issuer, AgentCo, AgentCo II, PayCo, the Servicers and each joinder party from time to time party thereto, (vi) a Performance Guaranty, dated as of the Closing Date (as the same may be amended, supplemented or otherwise modified, the “Guaranty”), by SELECTQUOTE, INC., a Delaware corporation (the “Parent”), in favor of the Indenture Trustee, on behalf of the Noteholders, (vii) an equity contribution agreement (as the same may be amended, supplemented or otherwise modified, the “Equity Contribution Agreement”), dated as of the Closing Date, is entered into by and among Parent, SQIS, Tiburon and SQ ABS Holdings, LLC, a Delaware limited liability company (“Holdings”), (viii) a contribution agreement (as the same may be amended, supplemented or otherwise modified, “Contribution Agreement II”), dated as of the Closing Date, is entered into by and between SQIS, Tiburon and AgentCo and (ix) a contribution agreement (as the same may be amended, supplemented or otherwise modified, “Contribution Agreement III”), dated as of the Closing Date, is entered into by and between SQIS, Tiburon and AgentCo II.

The Notes will be offered and sold by the Issuer to the Purchasers pursuant to this Agreement without being registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided by Section 4(a)(2) thereof.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Schedule A attached hereto and made a part hereof and, to the extent not set forth therein, shall have the meanings set forth or incorporated by reference in the Indenture, the Servicing Agreement or the applicable Purchase Agreement, as applicable. The rules of construction set forth in Section 15.3 hereof shall govern for all purposes under this Agreement.

Section 2.SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Issuer will sell to each Purchaser, and each Purchaser will purchase from the Issuer, at the Closing provided for in Section 3, Class A Notes and Class B Notes, as applicable, in the principal amount specified opposite such Purchaser’s name in the purchaser schedule to this Agreement listing the Purchasers of the Notes (the “Purchaser Schedule”) at the aggregate purchase price of $99,095,483.97. The Purchasers’ obligations hereunder (to the extent there is more than one Purchaser) are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

Section 3.CLOSING.

The sale and purchase of the Notes to be purchased by each Purchaser shall be deemed to occur at the offices of Vinson & Elkins L.L.P., 1114 Avenue of the Americas, 32nd Floor, New York, New York 10036, at closing (the “Closing”) on the date hereof (the “Closing Date”). Delivery of one or more global notes representing each class of Notes shall be made against delivery by the Purchasers to or at the direction of the Issuer of an amount equal tfo the purchase price therefor by wire transfer of immediately available funds in accordance with the wiring instructions set forth in the Funding Notice (defined below). The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof (including Clearstream and Euroclear). Definitive Notes representing the Notes will be available only under limited circumstances, in each case as set forth in the Indenture. If at the Closing the Issuer shall fail to tender such Notes as provided in this Section 3, or any of the conditions specified in Section 4 hereof shall not have been fulfilled to any Purchaser’s satisfaction or waived by such Purchaser in writing, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement (other than its obligations under Section 13 hereof), without thereby waiving any rights such Purchaser may have by reason of such failure by the Issuer to tender such Notes or any of the conditions specified in Section 4 hereof not having been fulfilled to such Purchaser’s satisfaction or waived by such Purchaser in writing.

Section 4.CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing in the manner set forth in Section 3 hereof is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions, except to the extent such conditions are waived by a Purchaser in writing:

Section 4.1.Representations and Warranties. The representations and warranties of each Securitization Party contained in this Agreement and the other Basic Documents to which such Securitization Party is a party shall be true and correct when made and as of the Closing or such other date specified therein. Each of the Purchasers and the Placement Agent are entitled to rely on the representations and warranties of the Securitization Parties in any Basic Document as

though such representations and warranties were addressed to such Purchaser or the Placement Agent, as applicable.

Section 4.2.Performance. Each Securitization Party shall have performed and complied with all agreements and conditions contained in this Agreement and the other Basic Documents to which it is a party required to be performed or complied with by it prior to or at the Closing.

Section 4.3.No Rapid Amortization Event, Default, Event of Default or Servicer Termination Event. Before and after giving effect to the issue and sale of the Notes by the Issuer (and the application of the proceeds thereof in the manner contemplated by this Agreement and the other Basic Documents), no Rapid Amortization Event, Default, Event of Default, Warm Trigger Event, Hot Trigger Event or Servicer Termination Event shall have occurred and be continuing.

Section 4.4.Compliance Certificates.

(a)Officer’s Certificate. Each Securitization Party shall have delivered to the Indenture Trustee, the Placement Agent and each Purchaser an Officer’s Certificate, dated as of the Closing Date, certifying that (i) the conditions specified in Sections 4.2, 4.3, 4.6, 4.8, 4.10, and 4.12 hereof have been fulfilled, (ii) its representations and warranties in this Agreement and the other Basic Documents to which it is a party are true and correct, (iii) it has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and under the other Basic Documents to which it is a party at or prior to the Closing Date and (iv) there has been no event or development since June 30, 2024 that has resulted in, as of the Closing Date or immediately after the consummation of the transactions contemplated by this Agreement and the other Disclosure Documents, or can reasonably be expected to result in a Material Adverse Effect.

(b)Secretary’s Certificate. Each Securitization Party shall have delivered to the Indenture Trustee, the Placement Agent and each Noteholder a certificate of its Secretary or Assistant Secretary or the equivalent, dated as of the Closing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the Notes and the other Basic Documents to which it is a party, (ii) its organizational documents as then in effect, (iii) its good standing and (iv) the names, titles and true signatures of its directors and officers or the equivalent who are authorized to sign the Basic Documents to which it is a party.

Section 4.5.Opinions of Counsel.

(a)Vinson & Elkins L.L.P., as counsel to the Securitization Parties, shall have furnished to the Indenture Trustee and the Purchasers, written opinions that are customary for transactions of this type and reasonably satisfactory in form and substance to the Indenture Trustee, the Placement Agent and the Purchasers on corporate matters, UCC-related matters, bankruptcy law-related matters (including true sale or true contribution matters and non-consolidation matters), tax and securities law-related matters, and a risk retention memorandum,

in each case addressed to the Indenture Trustee, the Purchasers and the Placement Agent and dated the Closing Date;

(b)Nixon Peabody LLP, as counsel to the Indenture Trustee, shall have furnished to the Indenture Trustee and the Purchasers, written opinions that are customary for transactions of this type and reasonably satisfactory in form and substance to the Indenture Trustee, the Placement Agent and the Purchasers on general corporate and enforceability matters, addressed to the Indenture Trustee, the Placement Agent and the Purchasers and dated the Closing Date; and

(c)Krieg DeVault LLP, as counsel to the Back-Up Servicer, shall have furnished to the Indenture Trustee, the Placement Agent and the Purchasers, written opinions that are customary for transactions of this type and reasonably satisfactory in form and substance to the Back-Up Servicer and the Purchasers on general corporate and enforceability matters, addressed to the Indenture Trustee, the Placement Agent and the Purchasers and dated the Closing Date.

Section 4.6.Purchase Permitted By Applicable Law, Etc. On the Closing Date, such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions, (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Section 5 of the Securities Act and Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

Section 4.7.Sale and Delivery of Notes. The Notes to be sold to the Purchasers at the Closing in the manner set forth in Section 3 hereof are authenticated, executed and delivered to the Purchasers (or their nominees or custodians) at the Closing and the original of such Notes shall be delivered to the Indenture Trustee on or before Closing. Contemporaneously with the Closing the Issuer shall sell to each Purchaser and each Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in the Purchaser Schedule. No Securitization Party will require indemnity from any Purchaser or the Placement Agent in connection with the issuance of any replacement Note necessitated by any loss or damage occurring in connection with delivery of the executed Notes to the Purchasers in connection with the Closing.

Section 4.8.Payment of Special Counsel Fees. Without limiting Section 8.1 hereof, the Issuer shall have paid on or before the Closing the fees, charges and disbursements of the Purchasers’ and the Placement Agent’s special counsel, including the fees, charges and disbursements of Akin Gump Strauss Hauer & Feld LLP, Kramer Levin Naftalis & Frankel LLP and Weil, Gotshal & Manges LLP to the extent reflected in a statement of such counsel rendered to the Issuer on or prior to the Closing on the Closing Date, subject to agreed upon fee caps, to the extent applicable.

Section 4.9.Private Placement Number. A CUSIP Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for each class of Notes.

Section 4.10.Changes in Corporate Structure. No Securitization Party shall have changed its jurisdiction of incorporation, formation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following June 30, 2024 except as contemplated by the Basic Documents on or prior to the Closing Date.

Section 4.11.Funding Instructions. At least three (3) Business Days prior to the Closing Date (or such shorter time frame as acceptable to each Purchaser), each Purchaser shall have received written instructions signed by a Responsible Officer of the Issuer confirming the wiring instructions for the purchase of the Notes specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited (the “Funding Notice”).

Section 4.12.Proceedings and Documents. Each of the Basic Documents shall have been duly executed and delivered by the respective parties thereto. All corporate and other proceedings in connection with the transactions contemplated by this Agreement, the Notes, the SRC Contracts, the other Basic Documents and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals (or electronic signatures as permitted by Section 15.4 hereof) or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Section 4.13.Liens. The Purchasers shall have received evidence reasonably satisfactory to the Purchasers and their counsel that on or before the Closing Date, all existing Liens other than Permitted Liens on the Collateral (with the exception of Liens for current Taxes not delinquent or Taxes being contested in good faith and by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by GAAP are being maintained) shall have been released and all UCC-1 financing statements and assignments and other instruments required to be filed prior to or at the Closing Date pursuant to the Basic Documents have been or are being filed on the Closing Date.

Section 4.14.KYC. At least five (5) days prior to the Closing Date (or such shorter time frame as acceptable to the related Purchaser), such Purchaser shall have received all documentation and other information required by such Purchaser under applicable “know-your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; provided that such Purchaser has provided at least ten (10) Business Day’s prior written notice to the Issuer regarding the documentation and other information so required.

Section 4.15.Solvency. On the Closing Date, each of the Securitization Parties shall have furnished to the Purchasers a certificate, dated as of the Closing Date, of an officer of each such entity that such entity shall be Solvent immediately after the consummation of the

transactions contemplated by this Agreement and the other Disclosure Documents on the Closing Date.

Section 4.16.Private Rating Letter. On the Closing Date, at least one of the Rating Agencies shall have delivered a Private Rating Letter acceptable to each of the Purchasers, assigning, with respect to the Class A Notes, a Private Rating of “A-” and with respect to the Class B Notes, a Private Rating of “BBB”.

Section 5.REPRESENTATIONS AND WARRANTIES OF THE SECURITIZATION PARTIES.

Each Securitization Party, with respect to itself, represents and warrants to each Purchaser that:

Section 5.1.Organization; Power and Authority.

(a)Each Securitization Party (i) is a limited liability company or corporation, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, as applicable, and (ii) is duly qualified as a foreign legal entity and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification.

(b)Each Securitization Party has the legal power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, the Notes and the other Basic Documents to which it is a party and to perform the provisions hereof and thereof.

Section 5.2.Authorization, Etc.

(a)This Agreement and the other Basic Documents to which each Securitization Party is a party (other than the Notes which are addressed in clause (b) below) have been duly and validly authorized by all requisite legal action and duly executed and delivered by such Securitization Party and, assuming the authorization, execution and delivery by the other parties thereto, will constitute the valid and binding agreement of such Securitization Party, as applicable, enforceable against it in accordance with its terms, except that the enforceability of this Agreement and such other Basic Documents may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(b)The Notes have been duly authorized by all requisite legal action on the part of the Issuer and when duly executed by the Issuer in accordance with the terms of the Indenture, assuming due authentication of the Notes by the Indenture Trustee, upon delivery to each Purchaser against payment therefor in accordance with the terms hereof, will be validly issued and delivered and will constitute valid and binding obligations of the Issuer entitled to the benefits of the Indenture, enforceable against the Issuer in accordance with their terms, except

that the enforceability of the Notes may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). On the Closing Date, the Notes will conform in all material respects to the form attached to the Indenture as Exhibit A.

(c)Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 6 hereof, no registration of the Notes under the Securities Act and no qualification of the Indenture under the Trust Indenture Act of 1939, as amended, is required in connection with the offer and sale of the Notes in the manner contemplated hereby.

Section 5.3.Disclosure. This Agreement, the Basic Documents and the documents, certificates or other writings delivered to the Purchasers and the Placement Agent, or their respective Affiliates, representatives or investment advisors (together with their respective affiliates) by or on behalf of the Issuer on or prior to the Closing Date in connection with the transactions contemplated hereby and identified in Schedule 5.3 attached hereto (this Agreement, the Basic Documents and such other documents, certificates or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed to the Purchasers and the Placement Agent in writing, there has been no material change in the financial condition, operations, business, properties or, to the knowledge of the Securitization Parties, the prospects of the Securitization Parties. There is no fact, event or circumstance known to the Securitization Parties, in each case, that could reasonably be expected to have a Material Adverse Effect.

Section 5.4.Organization and Ownership of Equity Interests of the Securitization Parties; Affiliates.

(a)Schedule 5.4 attached hereto contains (except as noted therein) complete and correct lists of (i) each Securitization Party, showing the name thereof, the jurisdiction of its organization, the employer identification number, the percentage and class of outstanding shares of capital stock, membership interests, partnership interests or other similar equity interests (including any instrument that may be convertible into such interests, together with any options, warrants, or similar rights to acquire such interests or instruments) (other than with respect to the Parent), and (ii) the Securitization Parties’ directors and senior officers.

(b)All of the outstanding shares of capital stock, membership interests, partnership interests or other similar equity interests of each Securitization Party shown in Schedule 5.4 attached hereto as being owned by the other Securitization Parties have been validly issued, are fully paid and non-assessable and are owned by the Securitization Parties free and clear of any Lien that is prohibited by this Agreement.

(c)The Issuer had at all relevant times, and now has, all necessary power, authority and legal right under its organizational documents and under applicable law to acquire, own and pledge the Collateral.

(d)No Securitization Party is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 attached hereto and customary limitations imposed by corporate, limited liability or limited partnership law or similar statutes) restricting the ability of such Securitization Party to pay dividends out of profits or make any other similar distributions of profits to the other Securitization Parties that own outstanding equity interests of such Securitization Party.

(e)Except as disclosed on such Schedule 5.4 attached hereto, no Securitization Party has had any other legal names in the previous five (5) years.

Section 5.5.Financial Statements; Material Liabilities.

(a)The Securitization Parties do not have any Material Liabilities that are not disclosed in the Disclosure Documents or on Schedule 5.5 attached hereto.

(b)Except as described in or contemplated by the Disclosure Documents and the Basic Documents, none of the Securitization Parties has (i) incurred any Material Liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business or (ii) entered into any Material transaction not in the ordinary course of business, except as would not in each case with respect to clauses (i) through (ii) above, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c)Each of the Servicer and Seller (d) maintains a system of internal control over financial reporting and that has been designed by, or under the supervision of, the Servicer’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and has systems, processes and procedures to ensure corporate separateness of each of the Securitization Parties, to prepare entity-level financial statements, record transactions on an arm’s-length basis and to avoid the comingling of funds or assets. Each of the Servicer and Seller maintains internal controls sufficient to provide reasonable assurance that (i) records are maintained that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Securitization Parties, (ii) transactions are recorded as necessary to permit preparation of the Securitization Parties’ financial statements in accordance with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Securitization Parties and (iii) the unauthorized acquisition, use or disposition of the assets of the Securitization Parties that could have a material effect on the consolidated financial statements are prevented or timely detected. The auditors’ report regarding the last audited financial statements of the Securitization Parties included in the Disclosure Documents, while expressing no opinion on the effectiveness of internal control, included no qualification regarding internal control. Since the date of the last audited or reviewed financial statements of the Securitization Parties included in the Disclosure Documents, (i) neither the Servicer nor the Seller has been advised of or has become aware of any fraud that involves management or other employees who have a significant role in the internal control over financial reporting of any Securitization Party or that is otherwise Material to any Securitization Party; and (ii) there have been no significant changes in the internal control over financial reporting of the Securitization Parties that have Materially affected or are

reasonably likely to Materially affect the internal control of any Securitization Party over financial reporting.

Section 5.6.Compliance with Laws, Other Instruments, Etc.

(a)No Securitization Party or any of its affiliates is a party to any contract or agreement or subject to any charter or other legal restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations.

(b)Without limitation of Section 5.6(a), the execution and delivery by each Securitization Party of this Agreement and the other Basic Documents to which it is a party, the issuance and sale of the Notes by the Issuer in the manner contemplated herein, and the performance by each Securitization Party of the terms and provisions of this Agreement and the other Basic Documents to which it is a party will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Securitization Party under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which any Securitization Party is bound or by which any Securitization Party or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to any Securitization Party or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Securitization Party, in each case in any material respect.

(c)The Issuer is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any Securitization Party, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Issuer of the type to be evidenced by the Notes.

(d)Without limitation of any of the foregoing, no Securitization Party or any of its affiliates (i) is in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority, (ii) is in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including, without limitation, (A) all applicable Company and Centers for Medicare and Medicaid Services (“CMS”) requirements, (B) all laws, ordinances, rules or regulations of any Governmental Authority regarding telemarketing as regulated under the Telephone Consumer Protection Act, 43 U.S.C. §227 et seq. (the “TCPA”) and all state or local laws, rules and ordinances that regulate telemarketing, as well as all forms of telemarketing subject to the Telemarketing Sales Rule (16 C.F.R. Part 310), as amended by the Federal Trade Commission, the rules and interpretations promulgated by the Federal Communication Commission under the TCPA, and where applicable, the requirements established by CMS, (C) the Health Insurance Portability and Accountability Act of 1996, (D) the regulations at 45 C.F.R. Parts 160-164, and (E) the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16 hereof) or (iii) has engaged in any fraudulent, misleading or deceptive conduct.

(e)On the Closing Date, the Securitization Parties will be in compliance with the credit risk retention requirements of Section 15G of the Exchange Act, as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the federal interagency credit risk retention rules promulgated thereunder, codified at 17 C.F.R. Part 246 (the “U.S. Risk Retention Rules”).

Section 5.7.Consents, Governmental Authorizations, Etc. All necessary permits, approvals and authorizations in connection with any Governmental Authority or any third party which are required in connection with the execution, delivery or performance by any Securitization Party of this Agreement, the Basic Documents and the issuance and sale of the Notes by the Issuer have been obtained.

Section 5.8.Litigation; Observance of Agreements, Statutes and Orders.

(a)Except as described in Schedule 5.8 attached hereto, there are no material actions, suits, investigations or proceedings pending or, to the best knowledge of the Securitization Parties threatened against or affecting the Securitization Parties or any property of any Securitization Party in any court or before any arbitrator of any kind or before or by any Governmental Authority.

(b)No Securitization Party, is in any way that could reasonably be expected to have a Material Adverse Effect (i) in default under any material agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any material order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including, without limitation, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16 hereof).

Section 5.9.Taxes.

Since formation the Issuer has not been treated as an entity separate from its owner for U.S. federal income tax purposes and has not made any tax election to be classified as an entity taxable as a corporation. The Issuer has timely filed all Material tax returns, if any, which are required to be filed by it, and has paid all taxes due pursuant to such returns, except for any taxes (i) the amount of which, individually or in the aggregate, is not Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Issuer has established adequate reserves in accordance with GAAP. The Securitization Parties know of no basis for any other tax or assessment that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no transfer taxes or other similar fees or charges under federal tax law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the Basic Documents or the issuance or sale by the Issuer of the Notes.

Section 5.10.Title to Property; Leases; Collateral. The Securitization Parties have good and sufficient title to, leasehold interests in, or license or easement to use, their respective

properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited financial statements referred to in Section 5.5 hereof or purported to have been acquired by the Securitization Parties after such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases, licenses or easements that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects. On each date on which the Issuer acquires property of the type required to be treated as Collateral subject to the security interest granted to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture, (i) the Issuer will have the power to grant a security interest in such Collateral and will have taken all necessary actions to authorize the granting of that security interest, (ii) the Issuer will be the sole owner of such Collateral, free and clear of any security interest, lien, encumbrance or other restriction other than the security interest granted pursuant to the Indenture and other than Permitted Liens, (iii) the Indenture Trustee will have a valid and perfected first priority security interest in such Collateral subject to no prior security interest, lien or encumbrance except for the security interest granted pursuant to the Indenture or Permitted Liens; and (iv) the performance by the Issuer of their obligations under the Indenture will not result in the creation of any security interest, lien or other encumbrance on any Collateral other than the security interest granted under the Indenture.

Section 5.11.Licenses, Permits, Etc. (a) The Securitization Parties own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material or are otherwise required in connection with the transactions contemplated by the Basic Documents, without known conflict with the rights of others.

(a)To the best knowledge of the Securitization Parties, no product or service of the Securitization Parties infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person which could reasonably be expected to have a Material Adverse Effect.

(b)To the best knowledge of the Securitization Parties, there is no violation by any Person of any right of the Securitization Parties with respect to any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Securitization Parties which could reasonably be expected to have a Material Adverse Effect.

Section 5.12.Compliance with Employee Benefit Plans.

(a)None of the Issuer, Holdings, AgentCo, AgentCo II or PayCo has or maintains any employees.

(b)Each ERISA Affiliate has operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA

or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by any Securitization Party or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of any Securitization Party or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(c)The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities, except for such excess that individually or in the aggregate is not Material. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(d)No ERISA Affiliate has incurred withdrawal liabilities (and is not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(e)The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Securitization Parties to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.3(l) as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser.

Section 5.13.Private Offering by the Issuer. No Securitization Party nor any of its Affiliates, as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”) (any such affiliates being hereinafter referred to as the “Regulation D Affiliates”) or any Person acting on behalf of any of them (any such Persons, other than the Purchasers, the “Agents”) has offered, directly or indirectly, the Notes or any similar Securities for sale to, or solicited any offer to buy the Notes or any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers, each of which has been offered the Notes at a private sale for investment. No Securitization Party nor any of its Regulation D Affiliates or any of its Agent has sold or issued any Securities that would be integrated with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the U.S. Securities and Exchange Commission. Assuming the accuracy of the Purchaser’s representations in Section 6, no Securitization Party, any of its Regulation D Affiliates or any of its Agents has taken, or will take, any action, including any form of general solicitation or general advertising (within the meaning of

Regulation D) in connection with any offer or sale of the Notes or has taken or will take any other action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.

Section 5.14.Use of Proceeds; Margin Regulations. The Issuer will apply the proceeds of the issuance and sale of the Notes in the manner contemplated by this Agreement and Section 3.07 of the Indenture. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve any Securitization Party in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). No Securitization Party owns nor has any present intention of acquiring any margin stock. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.15.Existing Indebtedness; Future Liens. (a) The Issuer has no Indebtedness except as permitted under the Indenture.

(a)Except as expressly contemplated by the Basic Documents, the Issuer has not agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness.

(b)Except as expressly contemplated by the Basic Documents, the Issuer is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Issuer, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness.

(c)Other than the security interests to be granted to the Indenture Trustee under the Indenture, pursuant to the other Disclosure Documents or any other Permitted Liens, no Securitization Party shall have pledged, assigned, sold or granted as of the Closing Date a security interest in the Collateral (except for any such security interest that will be released on the Closing Date). As of the Closing Date, all action necessary (including the filing of UCC-1 financing statements) to protect and evidence the Indenture Trustee’s security interest in the Collateral in the United States will have been duly and effectively taken (as described in, and subject to any exceptions to be set forth in the Indenture). As of the Closing Date, no security agreement, financing statement, equivalent security or lien instrument or continuation statement authorized by any Securitization Party and listing such Person as debtor covering all or any part of the Collateral shall be on file or of record in any jurisdiction except (i) in respect of Permitted Liens, (ii) in respect of any such security interest that will be released on the Closing Date or (iii) such as may have been filed, recorded or made by such Person in favor of the Indenture Trustee

on behalf of the Secured Parties in connection with the Indenture, and no such Person has authorized any such filing.

Section 5.16.Foreign Assets Control Regulations, Etc.

(a)No Securitization Party, nor any Controlled Entity, nor any director, officer, manager, member, employee, agent, affiliate or other person acting on behalf of any of the Securitization Parties or their respective subsidiaries, (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United Nations, the United Kingdom or the European Union. No Securitization Party, nor any Controlled Entity, is located, organized or resident in a country or territory that is the subject of comprehensive U.S. Economic Sanctions Laws; and the Securitization Parties and their respective subsidiaries will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that at the time of such funding is the subject of any comprehensive U.S. Economic Sanctions Laws or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of U.S. Economic Sanctions Laws.

(b)No Securitization Party, nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to each Securitization Party’s knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws. The operations of the Securitization Parties and each of their respective subsidiaries are and have been conducted at all times in compliance with applicable Anti-Money Laundering Laws or Anti-Corruption Laws.

(c)No part of the proceeds from the sale of the Notes hereunder:

(i)constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by any Securitization Party or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws;

(ii)will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or

advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d)Each Securitization Party has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Securitization Party and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

Section 5.17.Status Under Certain Statutes.

(a)No Securitization Party is, and after giving effect to the issuance and sale of the Notes and the application of the proceeds therefrom in the manner contemplated herein and in the other Basic Documents will be, an “investment company” for reasons other than exemption (3)(c)(1) or (3)(c)(7) or a company “controlled” by an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”).

Section 5.18.Solvent. Immediately after giving effect to the consummation of the transactions contemplated by this Agreement and the other Basic Documents, each of the Securitization Parties will be Solvent. As used in this Agreement, the term “Solvent” means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital. 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.

Section 5.19.Brokerage Fees, Etc. Other than as contemplated by this Agreement and as agreed between the Securitization Parties and the Placement Agent, the Securitization Parties are not a party to any other contract, agreement or understanding with any person or entity that would give rise to a valid claim against the Securitization Parties for a brokerage commission, finder’s fee or like payment in connection with the issuance and sale of the Notes.

Section 6.REPRESENTATIONS OF THE PURCHASERS.

Section 6.1.Purchase for Investment. Each Purchaser, severally and not jointly, represents to each Securitization Party and the Placement Agent that it is (i) an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act or a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (ii) a non-U.S. person acquiring the Notes in an offshore transaction within the meaning of Regulation S under the Securities Act and in accordance with the laws applicable to

such Purchaser in the jurisdiction in which such purchase is made. Each Purchaser severally and not jointly represents to each Securitization Party and the Placement Agent that it is purchasing the Notes for its own account or for one or more separate accounts of qualified purchasers that are qualified institutional buyers maintained or managed by such Purchaser or for the account of one or more pension or trust funds that are qualified purchasers that are qualified institutional buyers maintained or managed by such Purchaser, and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser represents to each Securitization Party and the Placement Agent that it understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that neither the Issuer nor the Placement Agent is required to register the Notes.

Section 6.2.Representation of the Purchasers. Each Purchaser severally and not jointly hereby represents and warrants to each Securitization Party and the Placement Agent as follows:

(a)Each Purchaser (i) has had the opportunity to make such inquiries as necessary or desirable by such Purchaser to make its investment decision with respect to the Notes, including the opportunity to ask questions of and receive answers from the Securitization Parties or any other person acting on behalf of the Securitization Parties concerning the terms and conditions of an investment in the Notes and to review the Basic Documents and no statement or printed material that is contrary to the Basic Documents has been made or given to such Purchaser by or on behalf of the Securitization Parties, (ii) has received all information, including any information regarding the underlying assets, that such Purchaser believes to be necessary or appropriate in connection with its consideration of an investment in the Notes, (iii) has had any questions arising from such Purchaser’s review of such information answered by the Issuer or another Securitization Party (or one or more of their affiliates) to such Purchaser’s satisfaction and (iv) has evaluated the merits and risks of the transactions contemplated by this Agreement based exclusively on its own independent review and consultations with such investment, legal, tax accounting and other advisers as it deemed necessary or appropriate.

(b)Each Purchaser hereby acknowledges that upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act or the Indenture, the Notes (and all securities issued in exchange therefor or in substitution thereof) shall bear legends substantially in the forms as set forth in the Indenture (along with such other legends as the Issuer and their counsel deem necessary).

(c)Each Purchaser hereby acknowledges and agrees that it has full power and authority (corporate, regulatory and other) to execute and deliver this Agreement and to purchase and hold the Notes. Its purchase of the Notes and the execution and delivery of this Agreement have been will be, duly authorized by all necessary action (corporate, regulatory and other) on its behalf, and upon execution by the such Purchaser, this Agreement will be a legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’

rights generally and to general principles of equity. Each Purchaser’s purchase of the Notes will not directly or indirectly contravene any law, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments applicable to such Purchaser.

(d)Each Purchaser has carefully read and understands the Indenture and this Agreement, the transfer instructions contained herein or therein, and all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein or therein. Each Purchaser acknowledges that in making a decision to purchase the Notes, such Purchaser has relied solely upon this Agreement, the Basic Documents and its own due diligence. Each Purchaser is represented by its own counsel and advisors who are experienced in asset-backed transactions and is not relying on the Placement Agent Parties (as defined below), with respect to the legal, tax and other economic considerations involved in this investment. Each Purchaser’s investment in the Notes is consistent with the investment purposes, objectives and cash flow requirements of such Purchaser and will not adversely affect such Purchaser’s overall need for diversification and liquidity.

(e)Each Purchaser has such knowledge and experience in investing in securities (including, without limitation, securities backed by trade receivables and other financial assets) and related financial and business matters and is capable of evaluating the merits and risks of investment in the Notes. Each Purchaser represents that such Purchaser, with the assistance of such Purchaser’s advisors (which for purposes of the purchase of the Notes did not include the Placement Agent): (i) has evaluated and is voluntarily assuming all risks of investing in the Notes; (ii) understands the risks of an investment in the Notes and has not relied upon the Placement Agent for any assessment of the risks of an investment in the Notes; (iii) has sought such accounting, legal, tax, regulatory, business, financial and investment advice as it has considered necessary to make an informed investment decision; (iv) understands there are substantial risks of loss incidental to the purchase of the Notes and is able to bear such risks for an indefinite period of time; (v) can afford a complete loss of its investment in the Notes; and (v) has determined that the Notes are a suitable investment for it.

(f)Each Purchaser understands that the sale of the Notes to such Purchaser is not a recommendation by any Placement Agent Party to purchase the Notes. Each Purchaser represents that such Purchaser, with the assistance of such Purchaser’s advisors (which for purposes of the purchase of the Notes did not include any Placement Agent Party), understands the risks of an investment in the Notes, and has not relied upon any Placement Agent Party for any assessment of the risks of an investment in the Notes. Each Purchaser is aware that there are substantial risks incident to an investment in the Notes. Each Purchaser has made an independent investment decision to purchase the Notes after conducting such investigation as such Purchaser has deemed appropriate, which has included a review of the terms of the Notes and related matters, of the risks relating to an investment in the Notes, and of the tax, accounting and regulatory implications relating to an investment in the Notes. Each Purchaser expressly represents, warrants and agrees that: (i) it is voluntarily assuming all risks associated with the purchase of the Notes and expressly represents and warrants that no Placement Agent Party has made, and it disclaims the existence of or its reliance on, any representation by any Placement Agent Party

concerning the Notes; (ii) it is not relying on any disclosure or non-disclosure made or not made by or on behalf of any Placement Agent Party (directly or indirectly through an agent or representative), or the completeness thereof, in connection with or arising out of the purchase of the Notes (including, for the avoidance of doubt, the Disclosure Package), and therefore has no claims against any Placement Agent Party with respect thereto; (iii) if any such claim may exist, such Purchaser, recognizing its disclaimer of reliance as a condition to entering into the purchase of the Notes, covenants and agrees not to assert any such claim against any Placement Agent Party or any of its officers, directors, employees, shareholders, partners, agents, representatives or affiliates; and (iv) the Placement Agent Parties have no liability to the Purchasers, and each of the Purchasers expressly waives, releases and holds the Placement Agent Parties harmless from any claim that it (or any account with respect to which it acts as fiduciary or agent) might have against any Placement Agent Party or its officers, directors, employees, shareholders, partners, agents, representatives or affiliates, directly or indirectly relating to its purchase of the Notes, whether under applicable securities law or otherwise other than any claim arising from the gross negligence, bad faith or willful misconduct of the Placement Agent.

(g)In connection with its purchase of the Notes, each Purchaser acknowledges and agrees that: (i) no Placement Agent Party has acted as a fiduciary or financial or investment adviser for it; (ii) it is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of any Placement Agent Party or any of their respective agents; (iii) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent it has deemed necessary and has made its own investment decisions (including decisions based on suitability) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by any Placement Agent Party (directly or indirectly through any other person); (iv) its purchase of the Notes will comply with all applicable laws in any applicable jurisdiction; (v) it has received and carefully reviewed this Agreement and the Basic Documents; and (vi) it has received no assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (including legal, regulatory, tax, financial, accounting, or otherwise) of the Notes or the agreements and documentation with respect to the Notes from any Placement Agent Party (directly or indirectly through any other person).

(h)Each Purchaser severally represents and warrants that it is not purchasing the Notes as a result of or subsequent to (i) any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any internet site that is not password protected) or broadcast over television or radio or (ii) any seminar or meeting whose attendees, including such Purchaser, had been invited as a result of, subsequent to or pursuant to any of the foregoing.

(i)Each Purchaser represents to the Securitization Parties and the Placement Agent that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by Purchaser hereunder:

(i)the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(ii)the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(iii)the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, the conditions of Part III of PTE 90-1 or PTE 91-38, as applicable, are met, and, except as disclosed by such Purchaser to the Issuer in writing pursuant to this clause (c) at least ten (10) Business Days prior to the Purchaser’s purchase of the Notes, no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(iv)the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c), (f), and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership interest in the Issuer that would cause the QPAM and the Issuer to be “related” within the meaning of Part VI(h) of the QPAM Exemption, and at least ten (10) Business Days prior to the Purchaser’s purchase of the Notes (other than with respect to the initial Purchasers of the Notes), (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or any affiliate (within the meaning of Part VI(c)(1) of the QPAM

Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Issuer in writing pursuant to this clause (d); or

(v)the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (c), (d), (e), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Issuer and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Issuer in writing pursuant to this clause (e); or

(vi)the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA that has been identified to the Issuer in writing at least ten (10) Business Days prior to the Purchaser’s purchase of the Notes (other than with respect to the initial Purchasers of the Notes); or

(vii)the Source is one or more governmental plan or a separate account or trust fund comprised of one or more governmental plans, each of which has been identified to the Issuer in writing at least ten (10) Business Days prior to the Purchaser’s purchase of the Notes (other than with respect to the initial Purchasers of the Notes); or

(viii)the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Issuer in writing pursuant to this clause (g) at least ten (10) Business Days prior to the Purchaser’s purchase of the Notes (other than with respect to the initial Purchasers of the Notes); or

(ix)the Source does not include assets of any employee benefit plan or retirement account.

As used in this Section 6.2(i), the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

Section 7.COVENANTS AND FURTHER ASSURANCES.

Each of the Securitization Parties agrees with the Purchasers:

(a)The Securitization Parties will use the proceeds from the sale of the Notes in the manner contemplated by this Agreement and the other Basic Documents.

(b)The Securitization Parties (i) shall complete on or prior to the Closing Date all filings and other similar actions required in connection with the creation and perfection of

security interests in the Collateral as and to the extent required by the Indenture, the Notes and the other Basic Documents and (ii) after the Closing Date, shall complete all filings and other similar actions that need not be completed on the Closing Date but which may be required in connection with the creation and perfection or maintenance of security interests in the Collateral as and to the extent required by the Indenture, the Notes and the other Basic Documents. Within a reasonable period following the Closing Date not to exceed thirty (30) days, the Securitization Parties will furnish the Indenture Trustee certified copies of such documents or instruments necessary to (i) evidence the filings in each jurisdiction required to perfect by filing the lien purported to be created by the Indenture and (ii) evidence of registered lien, security interest, encumbrance, judgment and other lien searches that the Indenture Trustee and its counsel may reasonably request, which searches shall reflect no prior liens on any of the Collateral other than Permitted Liens.

(c)So long as the Notes are outstanding, no Securitization Party shall be a company that is, or is required to be registered as, an “investment company” under the Investment Company Act for reasons other than exemption (3)(c)(1) or (3)(c)(7).

(d)For a period of 180 days from the date of the Indenture, the Securitization Parties will not offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale or other disposition of any debt securities issued or guaranteed by the Issuer (other than the Notes) without the prior written consent of the Indenture Trustee (acting at the written direction of the Noteholders). The Securitization Parties will not at any time offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would require the registration of the Notes under of the Securities Act.

(e)So long as any U.S. Risk Retention Rules apply to the Notes, the Securitization Parties will comply with such U.S. Risk Retention Rules.

(f) (i) On each anniversary of the Closing, the Issuer shall deliver to each holder of the Notes, for each Private Rating on each class of Notes, an updated Private Rating Letter, dated as of such date of delivery, and (ii) promptly following any change in any Private Rating on any class of Notes, Issuer shall deliver to each holder of the Notes an updated Private Rating Letter in respect of such affected class of Notes, dated as of such date of delivery.

(g)The Securitization Parties shall deliver to each holder of a Note, with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of a Securitization Party or relating to the ability of a Securitization Party to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by such holder of a Note.

(h)The Securitization Parties will provide notice to the holders of the Notes to the extent it or any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United Nations, the United Kingdom or the European Union.

(i)No Securitization Party, nor any Controlled Entity will be in violation of any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws. Each Securitization Party shall maintain or be subject to procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Securitization Party and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, in violation of, or cause any holder of a Note to be in violation of, any applicable Anti-Money Laundering Laws; or will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any holder of a Note to be in violation of, any applicable Anti-Corruption Laws.

(j)Each Securitization Party shall comply in all material respects with the 17g-5 Representation and shall, to the extent required, take the actions specified in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 of the Exchange Act with respect to the Notes.

(k)Each Securitization Party will permit any authorized representative or agent designated by a Noteholder to visit and inspect any of the properties of such Securitization Party, as the case may be, to examine the corporate books and financial records of such Securitization Party (only insofar as such books and financial records relate to the issuance of the Notes) and to inspect its records relating to the Notes and to discuss the affairs, finances, and accounts of such Securitization Party (only insofar as such books and financial records relate to the issuance of the Notes), as the case may be, with its principal officers, as applicable, and its independent accountants. In each case, such access shall be afforded only upon reasonable request and during normal business hours; provided, that prior to the occurrence of an Event of Default, the Noteholders, collectively, may conduct only two (2) such visits per calendar year. The Issuer shall reimburse the Noteholders for reasonable and documented expenses related to such visits and inspections. Each Securitization Party and each Noteholder and the representative of any such regulatory authority designated by the related Noteholder to view such information shall and shall cause their representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that such Noteholder and the Issuer may reasonably determine that such disclosure is consistent with their obligations hereunder.

(l)Single Purpose Entity. The Issuer (i) has been formed and organized solely for the purpose of entering into the Basic Documents to which it is a party, and performing its obligations thereunder (including entering into certain agreements in connection therewith), (i) has not engaged in any business unrelated to clause (i) of this Section 7(l), and (i) does not have any other assets other than those related to its activities in accordance with clause (i) above.

Section 8.EXPENSES, ETC.

Section 8.1.Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Securitization Parties will jointly and severally pay all reasonable

and documented out of pocket costs and expenses incurred by the Purchasers and each other holder of a Note in connection with this Agreement, any Basic Document or the Notes and the transactions contemplated thereby, and in connection with any amendments, waivers or consents under or in respect thereof (whether or not such amendment, waiver or consent becomes effective), in each case, including, without limitation, the reasonable attorneys’ fees, charges and disbursements of special counsel for each Purchaser and, if necessary for any post-closing items, two (2) law firms (such law firms as of the Closing Date being Akin Gump Strauss Hauer & Feld LLP and Kramer Levin Naftalis & Frankel LLP) acting as special counsel for the Purchasers, or, solely to the extent there is a conflict of interest between the Noteholders of the Class A Notes and the Class B Notes, such Noteholders, two (2) law firms (such law firms as of the Closing Date being Akin Gump Strauss Hauer & Feld LLP and Kramer Levin Naftalis & Frankel LLP) acting as special counsel for the Purchasers of each Class of Notes, and if reasonably required by the Required Holders, any local or specialist counsel.

The Securitization Parties will jointly and severally pay, to the extent not paid pursuant to any other Basic Document, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, Liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Issuer.

All amounts payable pursuant to this Section 8.1 shall be paid promptly following demand but in any event within thirty (30) days following delivery of an invoice therefor by any of the Purchasers to the Issuer.

Section 8.2.Certain Taxes. Each Securitization Party agrees, jointly and severally, to pay all stamp, documentary or similar taxes or fees which may be payable in respect of (i) the execution and delivery or the enforcement of this Agreement or any Basic Document or (ii) the execution and delivery (but not the transfer) or the enforcement of any of the Notes in the United States or any other jurisdiction where any Securitization Party has assets or (iii) any amendment of, or waiver or consent under or with respect to, this Agreement or any Basic Document or of any of the Notes. Each Securitization Party will save each holder of a Note to the extent permitted by applicable law harmless against any loss or Liability resulting from nonpayment or delay in payment of any such tax or fee required to be paid by any Securitization Party hereunder.

Section 8.3.Indemnification. Each Securitization Party agrees, jointly and severally, to indemnify and hold each holder of the Notes and each of its Related Parties (each an “Indemnitee”) harmless from and against any damage, loss, cost or expense (including reasonable and documented attorneys’ fees) which such Indemnitee may incur or be subject to as a consequence, direct or indirect, of (a) any breach by such Securitization Party, of any warranty,

covenant, term or condition in, or the occurrence of any default under, this Agreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (b) any legal action commenced to challenge the validity or enforceability of this Agreement and (c) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Agreement; provided, that with respect to any legal or other expenses incurred by Indemnitees in connection with investigating or defending such damage, loss, cost or expense as such are incurred, including but not limited to each Indemnitee’s reasonable costs of defending itself against any claim or bringing any claim to enforce the indemnification or other obligations of a Securitization Party, such legal or other expenses shall be reimbursed to such Indemnitee by the Securitization Parties; provided further, that the foregoing indemnity will not, as to any Indemnitee, apply to Losses or related legal or other expenses to the extent they represent Losses on the Notes or the Loan Assets arising out of any credit related reasons (including discharge in bankruptcy or similar insolvency proceedings) with respect to any underling obligor on a receivable or other payment instrument that is part of the collateral. For purposes of this Section 8.3, any claim of, and losses resulting from, any breach of any representation or warranty or covenant made by a Securitization Party in this Agreement or the other Basic Documents shall be determined without regard to any materiality, context of disclosure, knowledge or other similar qualification contained in or otherwise applicable to such representation, warranty or covenant. The rights and remedies provided for in this Section 8.3 without prejudice to any additional indemnities the Indemnitees may have under any other Basic Document including with respect to any indemnification obligations incurred in favor of the Noteholders by any Securitization Party, are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Purchaser Indemnified Person at law or in equity. In addition, each of Securitization Parties agree to indemnify and hold harmless each Placement Agent Party and each of their related entities, direct or indirect equity holders, members, directors, officers, managers, employees, consultants and legal counsel and each of its and their respective heirs, successors and assigns (each, a “Placement Agent Indemnified Person”) on the same terms, mutatis mutandis, as the indemnity provided by the applicable Securitization Parties under the applicable engagement letter originally entered into between Parent and the Placement Agent. The rights of each Purchaser or the Placement Agent Party as set forth in this Section 8.3 shall be in addition to any rights of any Purchaser or Placement Agent Party hereunder.

Section 8.4.Survival. The obligations of the Securitization Parties under this Section 8 shall survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, the Indenture, any other Basic Document or the Notes, and the termination of this Agreement and the termination of the Placement Agent. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnitee or Placement Agent Indemnified Person at law or in equity.

Section 9.SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All indemnities (including, without limitation, those in Section 8.3 hereof), representations and warranties contained herein shall survive the execution and delivery of this Agreement, the Basic Documents and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein, the payment of any Note and the termination of the appointment of the Placement Agent, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Securitization Party to the Indenture Trustee or any holder pursuant to this Agreement shall be deemed representations and warranties of such Securitization Party, made jointly and severally, under this Agreement. Subject to the preceding sentence, this Agreement, the Notes and any Basic Document embody the entire agreement and understanding between each Purchaser and the Securitization Parties and supersede all prior agreements and understandings, including as documented in any engagement letter (except as specifically set forth therein), relating to the subject matter hereof.

Section 10.AMENDMENT AND WAIVER.

Section 10.1.Requirements. This Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), only with the written consent of the Securitization Parties and the Required Holders, except that:

(a)no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6, 7, 8, 9 or 14 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing;

(b)to the extent any amendment or waiver will have a disproportionate impact on the Class A Notes or the Class B Notes, respectively, the consent of the holders of at least 50% in principal amount of the Class A Notes or Class B Notes, as applicable, at the time outstanding (exclusive of Notes then owned by the Securitization Parties or any of their Affiliates) shall be required; and

(c)no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver, or (ii) amend any of this Section 10 or Section 13;

(d)no amendment or waiver to any Section, term or provision hereof which would adversely affect any right or remedy of the Placement Agent shall be effective unless the same shall be consented to in writing by the Placement Agent; and

(e)any draft of an amendment or waiver of this Agreement shall be provided in writing to each Purchaser, each holder of a Note and the Placement Agent.

Section 10.2.Solicitation of Holders of Notes.

(a)Solicitation. The Securitization Parties will provide each holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Securitization Parties will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 10 to each holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b)Consent in Contemplation of Transfer. Any consent given pursuant to this Section 10 by a holder of a Note that has transferred or has agreed to transfer its Note to (i) the Securitization Parties, (ii) any Securitization Party or any other Affiliate or (iii) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with any Securitization Party and/or any of its Affiliates (either pursuant to a waiver under Section 10.1(c)), in each case in connection with such consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Section 10.3.Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 10 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Securitization Parties without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between any Securitization Party and any holder of a Note and no delay in exercising any rights hereunder or under any Note or any other Basic Document shall operate as a waiver of any rights of any holder of such Note.

Section 10.4.Notes Held by any Securitization Party, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Securitization Party or any of its Affiliates shall be deemed not to be outstanding.

Section 11.NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy or email if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by an internationally

recognized overnight delivery service (charges prepaid), or (d) by electronic means. Any such notice must be sent:

(i)if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications at such address as such Purchaser or nominee shall have specified to the Issuer in writing,

(ii)if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Issuer in writing, or

(iii)if to any Securitization Party, to such Securitization Party at the address set forth below:

6800 West 115th Street
Overland Park, Kansas 66211
Telephone: (913) 599-9225

legal.notices@selectquote.com

or at such other address as such Securitization Party shall have specified to the holder of each Note in writing.

Notices under this Section 11 will be deemed given only when actually received.

Section 12.REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including without limitation (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. Each Securitization Party agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 12 shall not prohibit the Securitization Parties or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

Section 13.CONFIDENTIAL INFORMATION.

For the purposes of this Section 13, “Confidential Information” means information delivered to any Purchaser or the Placement Agent by or on behalf of any Securitization Party or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise

adequately identified when received by such Purchaser as being confidential information of such Securitization Party or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by any Securitization Party or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 5.5 hereof that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with this Section 13, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 13), (v) any federal or state regulatory authority having jurisdiction over such Purchaser, (vi) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (vii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, this Agreement or any other Basic Document. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 13 as though it were a party to this Agreement. The Securitization Parties and the Purchasers hereby agree that, on the Closing Date, any existing confidentiality agreements between the Securitization Parties and any Purchaser (or any of Affiliates, representatives or investment advisors of any Purchaser and their respective Affiliates and representatives) shall be terminated and the provisions of this Section 13 shall take the place thereof. Notwithstanding anything to the contrary herein, each Purchaser and the Placement Agent may, only after the Securitization Parties have made such information public, place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the internet or worldwide web, and circulate similar promotional materials, in each case, after the Closing Date in the form of a “tombstone” or otherwise describing the names of the Securitization Parties and their affiliates, and the amount, type and closing date of the Notes and the Contemplated Transactions, at its own expense; provided, however, that no such tombstone, promotional announcement or other marketing material will disclose the name of any Purchaser without such Purchaser’s prior written consent acting in its sole discretion.

In the event that as a condition to receiving access to information relating to the Securitization Parties or their Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement or the other Basic Documents, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 13, this Section 13 shall not be amended thereby and, as between such Purchaser or such holder and Securitization Parties, this Section 13 shall supersede any such other confidentiality undertaking.

Section 14.SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its affiliates, managed accounts, Related Funds or another Purchaser or any one of such other Purchaser’s affiliates, managed accounts or Related Funds (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder or as the holder of a Note that it has already purchased, by written notice to the Issuer, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6 hereof. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 14), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Issuer of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 14), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

Section 15.MISCELLANEOUS.

Section 15.1.Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including any subsequent holder of a Note) whether so expressed or not, except that, subject to Section 10.2(b) hereof, the Securitization Parties may not assign or otherwise transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each holder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Placement Agent and the parties hereto and their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Section 15.2.Severability. Any provision of this Agreement that 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 (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 15.3.Construction, Etc. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Defined terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) subject to Section 15.1 hereof, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Section 15.4.Counterparts; Electronic Contracting. This Agreement may be executed in any number of counterparts (including by facsimile and other electronic means of transmission), each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

The parties agree to electronic contracting and signatures with respect to this Agreement and the other Basic Documents (other than the Notes). Delivery of an electronic signature to, or a signed copy of, this Agreement and such other Basic Documents (other than the Notes) by facsimile, email or other electronic transmission shall be fully binding on the parties to the same extent as the delivery of the signed originals and shall be admissible into evidence for all purposes. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the other Basic Documents (other than the Notes) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Securitization Parties, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws

based on the Uniform Electronic Transactions Act. Notwithstanding the foregoing, if any Purchaser shall request manually signed counterpart signatures to any Basic Document, the Securitization Parties hereby agree to use their reasonable endeavors to provide such manually signed signature pages as soon as reasonably practicable (but in any event within thirty (30) days of such request or such longer period as the requesting Purchaser and the Securitization Parties may mutually agree).

The parties agree to electronic contracting and signatures with respect to each Note delivered hereunder in registered form. Delivery of an electronic signature to, or a signed copy of, any Note in the name of a particular Purchaser by facsimile, email or other electronic transmission shall be fully binding on the Issuer to the same extent as the delivery of the signed original of any such Note and shall be admissible into evidence for all purposes, and the Issuer hereby expressly waive any defense related to a Purchaser’s failure to present an original Note. The Issuer further agrees that it shall produce a manually signed Note for delivery to each Purchaser in accordance with the instructions provided by such Purchaser as soon as reasonably practicable (but in any event within five (5) Business Days of such request or such longer period as the requesting Purchaser and the Issuer may mutually agree).

Section 15.5.Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

Section 15.6.Jurisdiction and Process; Waiver of Jury Trial. (a) Each Securitization Party irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in New York County, the courts of the United States for the Southern District of New York, and appellate courts from any thereof, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each Securitization Party irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(a)Each Securitization Party agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 15.6(a) hereof brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

(b)Each Securitization Party consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 15.6(a) hereof by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation

requested, to it at its address specified in Section 11 hereof or at such other address of which such holder shall then have been notified pursuant to said Section. Each Securitization Party agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c)Nothing in this Section 15.6 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Securitization Parties in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d)THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Section 15.7.Placement Agent. In furtherance of (and in addition to) the representations and warranties made for the benefit of the Placement Agent in Section 6 hereof:

(a)Each Securitization Party and each Purchaser acknowledges and agrees that (i) each representation, warranty, agreement and assurance contained in this Agreement, each other Basic Document and any other document provided by any Purchaser to Securitization Party in connection with its purchase of any Notes, are for the benefit of, and have been and will be relied upon by, each of the Placement Agent and its affiliates, controlling persons (within the meaning of the U.S. federal securities laws), agents (collectively, the “Placement Agent Parties”), (ii) each Placement Agent Party shall be an express third-party beneficiary of this Agreement and shall be entitled to enforce its rights, remedies and claims hereunder directly against the other parties as though it were a signatory of this Agreement, but shall not be deemed to have, or to have assumed, any obligation or Liability hereunder, and (iii) copies of this Agreement and any information contained or otherwise referenced herein may be provided to the Placement Agent Parties.

(b)Each Purchaser acknowledges and agrees that each Placement Agent Party (or any of their respective affiliates) may currently or from time to time engage in business, directly or indirectly, with the Issuer and its affiliates, including, without limitation, extending loans to or making equity or other debt investments in, the Issuer or its affiliates, or providing investment banking or advisory services to the Issuer and its affiliates. Each Placement Agent Party (or any of their respective affiliates) may publish research reports with respect to the Issuer and its affiliates. These research reports may currently, or may in the future, contain negative views on the Issuer or its affiliates, may not recommend new investments in securities issued by the Issuer and its affiliates, and may recommend that investors sell securities of the Issuer and its affiliates held by them. No Placement Agent Party undertakes any obligation to, and no Placement Agent Party will, take into consideration any Purchaser’s interests as a holder of the Notes in the course

of its business dealings with the Issuer and its affiliates or in connection with the issuance of research reports.

(c)Each Purchaser further acknowledges and agrees that (i) an investment in the Notes may be of limited liquidity, no public market exists for the Notes and no public market for the Notes may develop, (ii) if any of the representations, warranties, acknowledgements and agreements made or deemed to have been made by such Purchaser’s purchase of the Notes is no longer materially accurate, such Purchaser shall promptly notify the Placement Agent, and (iii) if such Purchaser is acquiring the Notes as a fiduciary or agent for one or more accounts, such Purchaser represents and warrants that such Purchaser has sole investment discretion with respect to each such account and has full power to make the acknowledgements, representations, warranties, certifications and agreements contained in this Agreement on behalf of each such account.

* * * * *

If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer, whereupon this Agreement shall become a binding agreement between you and the other parties hereto.

Very truly yours,

SQ ABS ISSUER, LLC


By: /s/ Daniel A. Boulware
Name: Daniel A. Boulware
Title: General Counsel

SQ AGENTCO, LLC


By: /s/ Daniel A. Boulware
Name: Daniel A. Boulware
Title: General Counsel

SQ AGENTCO INSURANCE SERVICES II, LLC


By: /s/ Daniel A. Boulware
Name: Daniel A. Boulware
Title: General Counsel

SQ PAYCO INSURANCE SERVICES, LLC


By: /s/ Daniel A. Boulware
Name: Daniel A. Boulware
Title: General Counsel

SELECTQUOTE, INC.


By: /s/ Daniel A. Boulware
Name: Daniel A. Boulware
Title: General Counsel

SQ ABS HOLDINGS, LLC


By: /s/ Daniel A. Boulware
Name: Daniel A. Boulware
Title: General Counsel

SELECTQUOTE INSURANCE SERVICES


By: /s/ Daniel A. Boulware
Name: Daniel A. Boulware
Title: General Counsel

TIBURON INSURANCE SERVICES, LLC


By: /s/ Daniel A. Boulware
Name: Daniel A. Boulware
Title: General Counsel

This Agreement is hereby accepted and agreed to as of the date hereof:

[NOTEHOLDERS]

Schedule A

Defined Terms

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Agreement” means this Note Purchase Agreement, including the schedules hereto, by and among the Securitization Parties and the Purchasers, as the same may be amended, supplemented or otherwise modified in accordance with the terms hereof.

“Anti-Corruption Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

“Anti-Money Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Blocked Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).

“Closing” has the meaning set forth in Section 3 hereof.

“Confidential Information” has the meaning set forth in Section 13 hereof.

“Contribution Agreement” has the meaning set forth in Section 1 hereof.

“Controlled Entity” means any of the Subsidiaries of AgentCo, AgentCo II, PayCo, Holdings, the Parent or the Servicer and any of their respective controlled affiliates.

“Disclosure Documents” has the meaning set forth in Section 5.3 hereof.

“Dodd-Frank Act” has the meaning set forth in Section 5.6(c) hereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with any Securitization Party under section 414 of the Code.

“Funding Notice” has the meaning set forth in Section 4.11 hereof.

“Indemnitee” has the meaning set forth in Section 8.3 hereof.

“Indenture” has the meaning set forth in Section 1 hereof.

“Indenture Trustee” has the meaning set forth in Section 1 hereof.

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Issuer” has the meaning set forth in the first paragraph of this Agreement.

“Liability” means any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due (whether or not required under GAAP to be disclosed on a balance sheet of any Securitization Party).

“Material” means material in relation to the business, operations, affairs, financial condition, assets, properties, of any Securitization Party.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is materially adverse to (i) the business, operations, affairs, assets, properties, financial condition or results of operation of any Securitization Party, (ii) the validity, priority or enforceability of the Liens on the Collateral, taken as a whole, (iii) the ability of any Securitization Party to perform any material obligation under any Basic Document to which it is a party, (iv) the ability of the Indenture Trustee to enforce the obligations of the Securitization Parties under the Basic Documents to which such person is a party in any material respect or (v) the validity or enforceability against the Securitization Parties of any Basic Document to which such person is a party.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners.

“Notes” has the meaning set forth in Section 1 hereof.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of any Securitization Party whose responsibilities extend to the subject matter of such certificate.

“Placement Agent” means Guggenheim Securities, LLC.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by any ERISA Affiliate or with respect to which the Servicer, AgentCo, AgentCo II, PayCo, the Parent, Holdings or any ERISA Affiliate may have any Liability.

“Private Rating” shall means a credit rating solicited by the Issuer with respect to the Notes from the Rating Agency which credit rating is communicated only to the Issuer and is not available for public release.

“Private Rating Letter” shall mean a letter issued by the Rating Agency which (a) sets forth the Private Rating for the Notes, (b) refers to the Private Placement Number issued by Standard & Poor’s CUSIP Bureau Service in respect of the Notes, (c) include such other information describing the relevant terms of the Notes as may be required from time to time by any holder of any Notes, the SVO or any other regulatory authority having jurisdiction over any holder of any Notes, and (d) shall be not subject to confidentiality provisions which would prevent it from being shared with the SVO or any other regulatory authority having jurisdiction over any holder of any Notes.

“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Securitization Parties and/or one or more affiliates or managed accounts that each such purchaser shall designate (and such purchaser’s successors and assigns).

“Purchase Agreement” has the meaning set forth in Section 1 hereof.

“Purchaser Schedule” has the meaning set forth in Section 2 hereof.

“Rating Agency” means each of KBRA, Fitch, Moody’s, S&P, DBRS and any other nationally recognized statistical rating organization reasonably acceptable to the Required Holders, so long as any such Person maintains a rating on any of the Notes.

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Required Holders” means at any time on or after the Closing, the holders representing greater than 50% of the Outstanding Principal Balance of the Controlling Class (exclusive of Notes then owned by the Securitization Parties or any of their Affiliates).

“Responsible Officer” means any Senior Financial Officer and any other officer of any Securitization Party (as applicable) with responsibility for the administration of the relevant portion of this Agreement.

“Servicing Agreement” has the meaning set forth in Section 1 hereof.

“Securities” or “Security” shall have the meaning specified in section 2(1) of the Securities Act.

“Seller” has the meaning set forth in Section 1 hereof.

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of any Securitization Party (as applicable).

“Servicer” has the meaning set forth in Section 1 hereof.

“Source” has the meaning set forth in Section 6.3 hereof.

“State Sanctions List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in any country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.

“Substitute Purchaser” has the meaning set forth in Section 14 hereof.

“SVO” means the Securities Valuation Office of the NAIC.

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.

“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.

“U.S. Risk Retention Rules” has the meaning set forth in Section 5.6(e) hereof.

Schedule 5.3

[***]

Schedule 5.3
(to Note Purchase Agreement)

Schedule 5.4

[***]

Schedule 5.4
(to Note Purchase Agreement)

Schedule 5.5

[***]

Schedule 5.8

[***]

Schedule 5.8
(to Note Purchase Agreement)

Purchaser Schedule

[***]

Purchaser Schedule
(to Note Purchase Agreement)

Cover	Oct. 15, 2024
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	Oct. 15, 2024
Entity Registrant Name	SELECTQUOTE, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39295
Entity Tax Identification Number	94-3339273
Entity Address, Address Line One	6800 West 115th Street
Entity Address, Address Line Two	Suite 2511
Entity Address, City or Town	Overland Park
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	66211
City Area Code	913
Local Phone Number	599-9225
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	SLQT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001794783
Amendment Flag	false

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