EXHIBIT 99.1

SIXTH AMENDMENT AGREEMENT

dated as of December 16, 2021

among

MOGO FINANCE TECHNOLOGY INC.

as Borrower

Mogo Financial Inc., Mogo Financial (B.C.) Inc., Mogo Financial (Alberta) Inc. and Mogo Financial

(Ontario) Inc.

as Originating Subsidiaries

Carta Solutions Holdings Corporation, as a Guarantor

Mogo Inc.

as Parent

DB FSLF 50 LLC

as Administrative Agent, Collateral Agent and Sole Lead Arranger

ADDITIONAL INDEMNITORS

SIXTH AMENDMENT AGREEMENT

This SIXTH AMENDMENT AGREEMENT (this “Amendment”), dated as of December 16, 2021, is entered into by and among MOGO FINANCE TECHNOLOGY INC. (the “Borrower”), MOGO FINANCIAL INC. (“MOGO Financial”), MOGO FINANCIAL (B.C.) INC. (“MOGO B.C.”), MOGO FINANCIAL (ALBERTA) INC. (“MOGO Alberta”) and MOGO FINANCIAL (ONTARIO) INC. (“MOGO Ontario”, and collectively with MOGO Financial, MOGO B.C. and MOGO Alberta, the “Originating Subsidiaries”), CARTA SOLUTIONS HOLDINGS CORPORATION (“Carta”), MOGO INC. (“Parent”) and DB FSLF 50 LLC (“DB FSLF”), as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the “Collateral Agent”), and as sole Lead Arranger (in such capacity, the “Arranger”) and the Additional Indemnitors.

RECITALS:

WHEREAS, pursuant to that certain Amended and Restated Revolving Credit and Guarantee Agreement dated as of July 16, 2019 among the Borrower, the Parent, the Originating Subsidiaries, the Administrative Agent, the Collateral Agent, the Arranger, the Additional Indemnitors and the lenders party thereto from time to time (the “Lenders”), as amended by that First Amendment Agreement dated as of December 31, 2019, as further amended by that Second Amendment Agreement dated as of March 30, 2020, as further amended by that Third Amendment Agreement dated as of April 15, 2020, as further amended by that Fourth Amendment Agreement dated as of June 29, 2020, as further amended by that Fifth Amendment Agreement dated as of January 25, 2021, as may be further amended, modified or restated from time to time (the “Credit Agreement”) the Lenders agreed to make certain financial accommodations available to the Borrower;

WHEREAS the parties hereto desire to enter into this Amendment to modify certain of the terms and provisions of the Credit Agreement;

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

ARTICLE 1

AMENDMENTS

ARTICLE 2

AFFIRMATION/REPRESENTATION

Each of the Borrower, the Parent, Carta, each Originating Subsidiary and each Additional Indemnitor hereby expressly affirms all of its obligations and liabilities as set forth in the Credit Agreement and the other Credit Documents and agrees to be bound by and abide by and operate and perform under and pursuant to and comply fully with all of the terms, conditions, provisions, agreements, guarantees, representations, undertakings, warranties, indemnities, grants of security interests and covenants contained in the Credit Agreement and the other Credit Documents, as such obligations and liabilities may be modified by this Amendment, as though the Credit Agreement and the other Credit Documents were being re-executed on the date hereof by each of the Borrower, the Parent, Carta, each Originating Subsidiary and each Additional Indemnitor, except to the extent that such terms expressly relate to an earlier date. Each of the Borrower, the Parent, Carta, each Originating Subsidiary and each Additional Indemnitor hereby represents and warrants that, upon effecting the amendments contemplated by this Amendment, each of the representations and warranties set forth in Section 4 of the Credit Agreement are true and correct as if made on the date hereof and that neither the Borrower, the Parent, Carta, nor any Originating Subsidiary or Additional Indemnitor is in breach or default of any of its covenants, undertakings or other obligations under the Credit Agreement (as amended hereby).

ARTICLE 3

CONDITIONS PRECEDENT

This Amendment shall become effective as of the first date on which each of the following conditions precedent shall have been satisfied or duly waived:

ARTICLE 4

GENERAL PROVISIONS

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

Signature Page to Amending Agreement

Signature Page to Amending Agreement

Signature Page to Amending Agreement

EXHIBIT “A”

AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTEE

AGREEMENT

dated as of July 16, 2019

among

MOGO FINANCE TECHNOLOGY INC.

as Borrower

MOGO FINANCIAL INC., MOGO FINANCIAL (B.C.) INC., MOGO FINANCIAL

(ALBERTA) INC. AND MOGO FINANCIAL (ONTARIO) INC.

as Originating Subsidiaries

MOGO INC.

as Parent

DB FSLF 50 LLC

as Administrative Agent, Collateral Agent and Sole Lead Arranger

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

________________________________________________________

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

TABLE OF CONTENTS

(continued)

TABLE OF CONTENTS

(continued)

REVOLVING CREDIT AND GUARANTEE AGREEMENT

This AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTEE AGREEMENT, dated as of July 16, 2019 is entered into by and among MOGO FINANCE TECHNOLOGY INC. (the “Borrower”), MOGO FINANCIAL INC. (“MOGO Financial”), MOGO FINANCIAL (B.C.) INC. (“MOGO B.C.”), MOGO FINANCIAL (ALBERTA) INC. (“MOGO Alberta”), MOGO FINANCIAL (ONTARIO) INC. (“MOGO Ontario”) and MOGO INC. and DB FSLF 50 LLC (“DB FSLF”), as a Lender, the Administrative Agent (in such capacity, the “Administrative Agent”), the Collateral Agent (in such capacity, the “Collateral Agent”), and as sole Lead Arranger, and the other Lenders party hereto from time to time.

RECITALS:

WHEREAS, the Lenders have extended certain credit facilities to the Borrower in an aggregate principal amount not to exceed $60,000,000, the proceeds of which will be used by the Borrower to repay the Existing Indebtedness and to fund origination of Eligible Receivables by the Originating Subsidiaries pursuant to that certain Revolving Credit and Guarantee Agreement dated as of September 25, 2017, as amended by that Amended and Restated Revolving Credit and Guarantee Agreement dated as of July 16, 2019, and as further amended by that First Amendment Agreement dated as of December 31, 2019 (the “Existing Credit Agreement”) among the Borrower, the Originating Subsidiaries and the Administrative Agent;

AND WHEREAS the parties hereto wish to amend and restate the Existing Credit Agreement in accordance with the terms hereof;

WHEREAS, the Originating Subsidiaries and the Parent have guaranteed all of the Obligations;

WHEREAS each of the Borrower, the Originating Subsidiaries and the Parent has secured all of its Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first priority Lien on all of its assets; and

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

Section 1.    DEFINITIONS AND INTERPRETATION

1.1. Definitions.

The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“Account Control Agreement (with trigger)” means a three-party agreement, in form and substance satisfactory to the Collateral Agent, entered into by the Borrower, the Collateral Agent and the applicable financial institution pursuant to which such financial institution, in respect of those accounts maintained at such financial institution identified in such agreement, inter alia, (a) acknowledges the Lien in favour of the Collateral Agent, for the benefit of the Secured Parties, under the Collateral Documents, (b) waives and subordinates any rights of set-off, consolidation or other Liens that may at any time exist in favour of such account financial institution, and (c) agrees, from and after receipt by such financial institution of notice from the Collateral Agent, to comply solely with the instructions and directions of the Collateral Agent in respect of such accounts without the further consent of the Borrower and to not comply with the instructions of the Borrower without the Collateral Agent’s consent.

“Account Control Agreement (without trigger)” means a three-party agreement, in form and substance satisfactory to the Collateral Agent, entered into by the Borrower, the Collateral Agent and the applicable financial institution pursuant to which such financial institution, in respect of those accounts maintained at such financial institution identified in such agreement, inter alia, (a) acknowledges the Lien in favour of the Collateral Agent, for the benefit of the Secured Parties, under the Collateral Documents, (b) waives and subordinates any rights of set-off, consolidation or other Liens that may at any time exist in favour of such account financial institution, and (c) agrees to comply with the instructions and directions of the Collateral Agent in respect of such accounts without the further consent of the Borrower and to not comply with the instructions of the Borrower without the Collateral Agent’s consent.

“Additional Indemnitors” means [Redacted – Personal Information] and [Redacted – Personal Information].

“Adjusted LIBOR” means, for any Interest Period, the per annum rate equal to the greater of (i) 0.0% per annum, and (ii) (a) the rate per annum (rounded to the nearest 1/100 of 1%) determined by Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (such page currently being the LIBOR01 page) for deposits (for delivery on the first day of such interest period) with a term of one month in US Dollars, determined as of approximately 11:00 a.m. (London, England time) on the related Interest Rate Reset Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or if such page shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered quotation rate to first class banks in the London interbank market by institutions selected by Administrative Agent for deposits (for delivery on the first day of such interest period) with a term of one month in US Dollars, determined as of approximately 11:00 a.m. (London, England time) on the related Interest Rate Reset Date.

“Administrative Agent” has the meaning ascribed thereto in the preamble hereto.

“Advanceable Principal Balance” means, at any time in respect of any Type of Receivable, the Applicable Advance Rate in respect of such Type of Receivable multiplied by the unpaid principal balance of all Receivables of such Type of Receivable at such time.

“Adverse Proceeding” means, with respect to any Person, any action, suit, proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of such Person) at law or in equity, or before or by any Governmental Authority, domestic or foreign, whether pending or, to the knowledge of such Person, threatened against or affecting such Person or its properties.

“Affected Person” has the meaning ascribed thereto in Section 2.16(e).

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling (including any member of senior management of such Person), controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (a) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (b) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Agent” means each of the Administrative Agent and the Collateral Agent.

“Aggregate Amounts Due” has the meaning ascribed thereto in Section 2.14.

“Agreement” means this Amended and Restated Revolving Credit and Guarantee Agreement.

“Amex” means The American Express Company.

“Applicable Advance Rate” means, in respect of each Type of Receivable, the percentage shown in the column opposite such Type of Receivable in the following table:

“Applicable Deemed Balance” means, with respect to a period listed in the left column of the following table, the amount shown in the right column of the following table opposite such period:

__________________

“Approved Other Advance Receivables” means Other Advance Receivables in respect of which (a) the aggregate unpaid principal balance thereof does not exceed $1,000,000, or (b) have been otherwise approved by the Administrative Agent.

“Approved Province” means, (a) in respect of New Flex, Ontario and British Columbia, (b) in respect of Mini Money, Mini Money 2500, Mini Money 3500 and Mini Money 5000, Ontario, British Columbia, Alberta, Manitoba, New Brunswick, Nova Scotia, Newfoundland and Prince Edward Island, and (c) in respect of any Type of Receivable, any Province of Canada otherwise approved by the Administrative Agent where the Originating Subsidiary that advanced such Type of Receivable is duly licensed to carry on business and to advance such Type of Receivable an Obligor.

 “Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit C, with such amendments or modifications as may be approved by the Administrative Agent.

“Attijariwafa Bank Loan Agreement” means that certain unsecured loan agreement between Attijariwafa Bank, a Société Anonyme established in Casablanca, Morocco, as lender, and Carta Solution Processing Service SARL, as borrower, dated as of September 14, 2020 for an aggregrate principal amount not to exceed $1,318,000 Moroccan Dirham.

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer or treasurer.

“Backup Servicer” means an independent third party selected by the Administrative Agent from time to time to, among other things, stand by and be prepared to act as servicer of the Receivables.

“Backup Servicing Agreement” means an agreement, in form and substance satisfactory to the Administrative Agent, by and among the Credit Parties, the Backup Servicer and the Administrative Agent.

“Backup Servicing Fees” shall have the meaning ascribed thereto in the Backup Servicing Agreement.

“Bad Boy Indemnities” means those indemnities from each of the Additional Indemnitors in favour of the Administrative Agent, for the benefit of each of the Secured Parties, dated the date hereof.

“BIA” means the Bankruptcy and Insolvency Act (Canada).

“BNS” means Bank of Nova Scotia.

“BMO” means Bank of Montreal.

“Borrower” has the meaning ascribed thereto in the preamble hereto.

“Borrowing Base” means, at any time, the Unpaid Principal Balance at such time.

“Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York, the Province of Ontario or the Province of British Columbia on which banking institutions located in any such jurisdiction are authorized or required by law or other governmental action to close.

“Canadian Defined Benefit Plan” means any pension or other employee benefit plan to which a Person is required to contribute in respect of employees, former employees, dependents or other beneficiaries thereof in Canada which contains a “defined benefit provision” as defined in subsection 147.1(1) of the Income Tax Act (Canada).

“Canadian Multi-Employer Plan” means any pension or other employee benefit plan to which a Person is required to contribute in respect of employees, former employees, dependents or other beneficiaries thereof in Canada pursuant to a collective agreement and which is not maintained or administered by such Person or any of its Affiliates.

“Capital Adequacy Adjustment Event” has the meaning ascribed thereto in Section 2.16(b).

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person (a) as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person or (b) as lessee which is a transaction of a type commonly known as a “synthetic lease” (i.e., a transaction that is treated as an operating lease for accounting purposes but with respect to which payments of rent are intended to be treated as payments of principal and interest on a loan for income tax purposes).

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock (including, for greater certainty, all common and preferred stock) of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Carta” means Carta Solution Holdings Corporation.

“Cash” means money, currency or a credit balance in any demand or deposit account.

“Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the Government of Canada or the government of any province of Canada, or (b) issued by any agency of the Government of Canada or of the government of any province of Canada, the obligations of which are backed by the full faith and credit of such government, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A1 from S&P or at least P1 from Moody’s; (ii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A1 from S&P or at least P1 from Moody’s; (iii) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any of the five largest banks listed on Schedule I of the Bank Act (Canada), measured by total assets under management; and (iv) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) above, (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s.

“CCAA” means the Companies’ Creditors Arrangement Act (Canada).

“Certification Date” shall mean the later of (i) the Closing Date, (ii) the most recent Settlement Date, and (iii) the most recent Credit Date.

“Change of Control” means, (a) in respect of any Originating Subsidiary, the Borrower shall cease to directly beneficially own and control 100% on a fully diluted basis of the economic and voting interest in the Capital Stock of such Originating Subsidiary, (b) in respect of the Borrower, any event, transaction or occurrence as a result of which (i) a Person who on the date hereof is a Control Person of the Borrower ceases to be a Control Person of the Borrower, (ii) a Person who on the date hereof is not a Control Person of the Borrower becomes a Control Person of the Borrower, or (iii) [Redacted – Personal Information] and [Redacted – Personal Information]. shall cease to collectively beneficially own and control greater than 7% on a fully diluted basis of the economic and voting interest in the Capital Stock of the Parent, or (c) in respect of the Borrower or any Originating Subsidiary, the Key Employees shall cease to collectively have primary responsibility for the operations of the Borrower or such Originating Subsidiary, provided, however, that if any Key Employee ceases to have primary responsibility for the operations of the Borrower or such Originating Subsidiary due to his termination, resignation, incapacity or death, the Borrower shall be afforded a period of sixty (60) days to procure a satisfactory replacement as determined by the Administrative Agent, provided, however, that if the Borrower is diligently engaged in the process of procuring a replacement Key Employee and requires an additional period to effect same, such sixty (60) day period shall be further extended by an additional sixty (60) days if consented to by the Administrative Agent.

“Charge-Off Receivable” means any Receivable with respect to which the earlier of any of the following shall have occurred (without duplication): (a) the related Obligor is deceased, (b) the related Obligor is subject to a proceeding under Debtor Relief Laws, (c) proceeds have been received which, in the Servicer’s good faith judgment, constitute the final amounts recoverable in respect of such Receivable, (d) with respect to Liquid Money Receivables, such Liquid Money Receivable is 90 days or more past due, and with respect to all other Receivables, such Receivable is 180 days or more past due, or (e) the Servicer has otherwise determined, in accordance with its Servicing Policy, that the related Receivable should be charged-off as uncollectible.

“Closing Date” means the date on which the first Loans were made.

“Collateral” means, collectively, all of the real and personal property in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

“Collateral Agent” has the meaning ascribed thereto in the preamble hereto.

“Collateral Documents” means the Pledge and Security Agreement, each Account Control Agreement (with trigger), each Account Control Agreement (without trigger) and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a Lien on any property of any Credit Party as security for the Obligations.

“Collections” means all collections on or in respect of the Receivables, including, without limitation, all Scheduled Receivable Payments, all non-scheduled payments, all prepayments, all late fees, all other fees, all insurance proceeds, all liquidation proceeds, all Recoveries, investment earnings, payments received under any personal guarantee with respect to a Receivable and all other payments or proceeds received with respect to the Receivables.

“Collection Account” has the meaning given to it in Section 2.10(a).

“Collection Account Bank” means a financial institution acceptable to each of the Borrower and the Administrative Agent and which maintains the Collection Accounts. The initial Collection Account Bank is BMO.

“Collection Account Bank Fee” means the collection account bank fee as agreed by the Collection Account Bank and the Collateral Agent in their reasonable discretion.

“Collection Period” means each period commencing on the first (1^st) calendar day of each month and ending on the fifteenth (15^th) calendar day of such month and each period commencing on the sixteenth (16^th) calendar day of each month and ending on the last calendar day of such month; provided that the initial Collection Period shall be deemed to be the period commencing on and including September 1, 2017 to and including September 15, 2017.

“Collection System” means the collection mechanics described in Section 5.7(a)(i).

“Commitment Period” means the period commencing on the Closing Date and ending on the Maturity Date.

“Consolidated Debt to Tangible Net Worth” means, as of any date of determination, a fraction, the numerator of which is the aggregate Indebtedness of the Credit Parties (excluding the Originating Subsidiary Loans) minus the balance in the Collection Accounts, in each case as of the close of business on such date, and the denominator of which is Tangible Net Worth of the Credit Parties as of the close of business on such date in accordance with GAAP, excluding the effects of IFRS 9 and IFRS 16, as applicable.

“Contract” means, in respect of any Receivable, a written contract between an Obligor and an Originating Subsidiary governing the terms and conditions of such Receivable.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Control Person” means a “control person” as defined in the Securities Act (Ontario).

“Cost Increase Event” has the meaning ascribed thereto in Section 2.16(a).

“COVID-19 Policy” means the temporary policy related to the COVID-19 pandemic in the form attached hereto as Appendix D, which amends the Servicing Agreement.

“COVID-19 Program Receivable” means a Receivable deferred in accordance with the COVID-19 Policy until such time as the Obligor has made its first full payment after its deferral period.

“Credit Date” means the date that a Loan is to be advanced pursuant to Section 2.1

“Credit Document” means any of (a) this Agreement, the Notes, if any, the Bad Boy Indemnities and the Collateral Documents, and (b) all other documents, instruments or agreements executed and delivered by or on behalf of any Credit Party for the benefit of any Agent or any Lender in connection herewith.

“Credit Parties” means, collectively, the Borrower and the Guarantors.

“DB FSLF” has the meaning ascribed thereto in the preamble hereto.

“Debtor Relief Laws” means any of the BIA, the CCAA, the WURA and any other applicable insolvency, corporate arrangement or restructuring or other similar law of any jurisdiction including any law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Default Rate” means the interest rate provided in Section 2.6.

“Delinquent Receivable” means a Receivable which is 1 day or more past due and less than 180 days past due.

“Dollars” and the sign “$” mean the lawful money of Canada.

“Eligibility Criteria” means the criteria set forth on Appendix C.

“Eligible Obligor” means, with respect to any Receivable, an Obligor in respect of which (i) an Insolvency Event has not occurred, (ii) is not an employee of the Borrower or any Affiliate of the Borrower, and (iii) is resident in a related Approved Province.

“Eligible Receivable” means, as at any date, a Receivable with respect to which the Eligibility Criteria are satisfied as of such date. Notwithstanding the foregoing, a COVID-19 Program Receivable is an Eligible Receivable as long as it is in compliance with the COVID-19 Policy.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Equifax Receivable” means a Receivable for which an Equifax Risk Score exists and has been confirmed by the Borrower.

“Event of Default” means any of the conditions or events set forth in Section 7.1.

“Exchange Act” means the Securities Exchange Act of 1934.

“Existing Indebtedness” means all indebtedness and other obligations owing by the Credit Parties pursuant to the Revolving Credit and Guarantee Agreement among the Credit Parties, Fortress Credit Co LLC, as administrative agent, collateral agent and sole lead arranger, and the lenders party thereto from time to time dated as of February 25, 2014, as amended.

“Federal Funds Rate” for any day, means (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it, plus (ii) plus 1/2 of 1%. The Administrative Agent’s determination of such rate shall be binding and conclusive absent manifest error.

“Fiscal Quarter” means, with respect to a particular Fiscal Year, a fiscal quarter corresponding to such Fiscal Year.

“Fiscal Year” means for the Credit Parties, any consecutive twelve-month period commencing on the date following the last day of the previous Fiscal Year and ending on December 31.

“Flex Service Bundle” means a bundle of services and accommodations approved by the Administrative Agent that are offered to Obligors of New Flex Receivables.

“Funding Notice and Direction” means a Funding Notice and Direction substantially in the form of Exhibit A.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, means generally accepted accounting principles in effect in Canada as of the date of determination thereof as recommended in the Handbook of the Canadian Institute of Chartered Accountants, including IFRS.

“Governmental Authority” means any federal, state, provincial, territorial, municipal, national or other government, governmental department, commission, board, bureau, court, central bank, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory, administrative or quasi-governmental functions of or pertaining to any government or any court, in each case whether associated with a province or territory of Canada, Canada or a foreign entity or government.

“Governmental Authorization” means any permit, license, approval, authorization, plan, directive, consent order, consent decree, or other like instrument of, from or required by any Governmental Authority.

“Guarantee” means the guarantee of the Guarantors provided for in Section 8.

“Guaranteed Obligations” has the meaning ascribed thereto in Section 8.1.

“Guarantors” means, collectively, the Originating Subsidiaries, Carta and the Parent.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“IFRS” means international accounting standards adopted by the International Accounting Standards Board, as amended from time to time.

“Indebtedness” as applied to any Person, means, without duplication, (a) all indebtedness for borrowed money; (b) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (c) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (d) any obligation owed for all or any part of the deferred purchase price of property or services, which purchase price is (i) due more than six (6) months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument; (e) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (f) the face amount of any letter of credit or bankers’ acceptance issued or accepted, as applicable, for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings or otherwise; (g) the direct or indirect guarantee, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (h) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (i) any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (A) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (B) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (A) or (B) of this clause (i), the primary purpose or intent thereof is as described in clause (h) above; and (j) all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, whether entered into for hedging or speculative purposes or otherwise.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages, penalties, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable, documented, out-of-pocket fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding or order commenced by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any reasonable, documented, out-of-pocket fees or expenses incurred by Indemnitees in enforcing the indemnification provisions of Section 10.3), whether direct, indirect or consequential and whether based on any federal, provincial, territorial, local, or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations, on common law or equitable cause or on contract or otherwise) that may be issued to, imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to advance the Loans or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral).

“Indemnitee” has the meaning ascribed thereto in Section 10.3(a).

“Indenture Trust Deed” means the Convertible Debenture Indenture dated as of the 6^th day of June, 2017 between Computershare Trust Company of Canada, as trustee, and the Borrower, as supplemented by the First Supplemental Convertible Debenture Indenture dated the 21^st day of June, 2019 among the Borrower, the Parent and Computershare Trust Company of Canada, as trustee.

“Independent Accountants” means (a) KPMG LLP or (b) a firm of independent certified public accountants acceptable to the Administrative Agent.

“Ineligible Receivable” means any Receivable that (a) any of the terms, conditions and provisions of which have been amended, modified, restructured or waived in a manner inconsistent with the Servicing Policies, or (b) that is a Charge-Off Receivable.

“Insolvency Event” means, with respect to a specified Person, (a) the institution of a proceeding or the filing of a petition against such Person seeking the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case or proceeding under any Debtor Relief Laws seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such proceeding or petition, decree or order shall remain unstayed or undismissed for a period of 30 consecutive days or an order or decree for the requested relief is earlier entered or issued; or (b) the commencement by such Person of a voluntary case or proceeding under any applicable Debtor Relief Laws or the consent by such Person to the entry of an order for relief in an involuntary case or proceeding under any such law, or the consent by such Person to the appointment of or taking possession by, a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“Interest Account” has the meaning ascribed thereto in Section 2.10(a);

“Interest Period” means, with respect to any Settlement Date, (a) with regard to the first such period, the period commencing on (and including) the Closing Date to but excluding such Settlement Date; and (b) thereafter, the period commencing on (and including) the immediately preceding Settlement Date to but excluding such Settlement Date.

“Interest Rate” means, with respect to any Interest Period, the Adjusted LIBOR for such Interest Period, plus 8%.

“Interest Rate Reset Date” means, with respect to any Interest Period, the date that is two (2) Business Days prior to the first day of such Interest Period.

“Investment” means, in respect of any Person, (a) any direct or indirect purchase or other acquisition by such Person of, or of a beneficial interest in, any of the Securities of any other Person; (b) any direct or indirect redemption, retirement, purchase or other acquisition for value, by such Person from any Person, of any Capital Stock of such Person; and (c) any direct or indirect loan, advance or capital contributions by such Person to any other Person, including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business.

“Key Employees” means [Redacted – Personal Information], in each case, or the replacement thereof approved by the Administrative Agent in accordance with clause (c) of the definition of Change of Control.

“Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, adverse claim, assignment, deposit arrangement, lien, lease or other right of use or occupation, charge, claim, security interest, right of detention or seizure, right of set-off or consolidation, deemed trust, mechanics’ or repairers’ lien, right of distraint, easement or encumbrance, call or similar right, option to purchase, right of first refusal, conditional sale or other title retention agreement, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever having a similar economic effect as any of the foregoing (including an agreement to give any of the foregoing).

“Liquid Money Receivable” means [Redacted – Commercially Sensitive Loan Product Term, Amounts and Interest Rates].

“Loan” means a loan made by Lenders to the Borrower pursuant to Section 2.1.

“Loan Account Bank” means a financial institution acceptable to each of the Borrower and the Administrative Agent and which maintains the Interest Account. The initial Loan Account Bank is BMO.

“Loan Account Bank Fee” means the loan account bank fee as agreed by the Loan Account Bank and the Collateral Agent in their reasonable discretion.

“Loan Commitment” means the commitment of a Lender to make or otherwise fund Loans and “Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Loan Commitment is set forth on Appendix A, as may be amended in respect of the Lenders pursuant to Section 2.1(b).

“Loan Exposure” means, with respect to any Lender as of any date of determination, (a) as of the Closing Date, that Lender’s Loan Commitment; and (b) after the Closing Date, the outstanding principal amount of the Loans made by such Lender.

“Material Adverse Effect” means, a material adverse effect on (a) the business operations, assets, condition (financial or otherwise), liabilities or prospects of any Credit Party, (b) the ability of any of the Credit Parties to fully and timely perform their material Obligations under the Credit Documents; (c) the legality, validity, binding effect, or enforceability against any of the Credit Parties of any Credit Document to which it is a party; or (d) the rights, remedies and benefits available to, or conferred upon, any Agent, any Lender or any Secured Party under any Credit Document or Related Agreement.

“Material Contract” means any contract or other arrangement to which any Credit Party is a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to result in a Material Adverse Effect.

“Maturity Date” means July 2, 2025.

“Mini Money” means [Redacted – Commercially Sensitive Loan Product Term, Amounts and Interest Rates].

“Mini Money 2500” means [Redacted – Commercially Sensitive Loan Product Term, Amounts and Interest Rates].

“Mini Money 3500” means [Redacted – Commercially Sensitive Loan Product Term, Amounts and Interest Rates].

“Mini Money 5000” means [Redacted – Commercially Sensitive Loan Product Term, Amounts and Interest Rates].

 “Mogo Trust Deed” means the amended and restated deed of trust dated as of the 19^th day of October, 2012 between KNV Chartered Accountants LLP (predecessor to Dale Matheson Carr-Hilton Labonte LLP), as trustee, and the Borrower.

“New Flex” means [Redacted – Commercially Sensitive Loan Product Term, Amounts and Interest Rates].

“Notes” means a promissory note in the form of Exhibit B.

“Obligations” means all obligations of every nature of the Credit Parties from time to time owed to the Agents (including former Agents), the Lenders, the Indemnitees or any of them, under any Credit Document, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to a Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against a Credit Party for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or otherwise.

“Obligor” means, with respect to a Receivable, the Person who owes or may be liable for payments under such Receivable.

“Organizational Documents” means (a) with respect to any corporation or company, its certificate, memorandum, or articles of incorporation, organization, amalgamation, or association, its letters patent or other constating documents, and its by‑laws, as amended, (b) with respect to any limited partnership, its certificate or declaration of limited partnership and its partnership agreement, together with the Organizational Documents of it general partners, (c) with respect to any general partnership, its partnership agreement, and (d) with respect to any limited liability company, its articles of organization, and its operating agreement.

“Originating Documentation” means all documentation (including web screen shots and credit applications, whether in paper or electronic form) relating to the online or retail credit application process and related documentation governing the Receivables.

“Originating Pool” means, in respect of any calendar month and any Type of Receivable, all Receivables of such Type of Receivable originated by the Originating Subsidiaries during such calendar month. [Redacted – Commercially Sensitive Information].

“Originating Subsidiaries” means, collectively, MOGO Financial, MOGO B.C., MOGO Alberta and MOGO Ontario and each other wholly-owned Subsidiary of the Borrower as may be approved by the Administrative Agent.

“Originating Subsidiary Funded Loans” means, at any time, Approved Other Advance Receivables or Small Business Receivables that (a) in each case, have not been funded with the proceeds of any Loan, (b) have an aggregate unpaid principal balance of less than the greater of (i) $3 million, and (ii) 10% of the aggregate unpaid principal balance of Eligible Receivables at such time.

“Originating Subsidiary Loan Agreements” means those agreements between the Borrower and the Originating Subsidiaries governing the terms of the Originating Subsidiary Loans and delivered to the Administrative Agent pursuant to Section 3.1.

“Originating Subsidiary Loans” means loans made from time to time by the Borrower to one or more of the Originating Subsidiaries pursuant to the Originating Subsidiary Loan Agreements, proceeds of which are used solely for funding the advancement of Eligible Receivables and Originating Subsidiary Funded Loans.

“Other Advance Receivable” means any Receivable that is not a Mini Money, Mini Money 2500, Mini Money 3500, Mini Money 5000, New Flex or Liquid Money Receivable.

“Outstanding Amount” means, at any time, an amount equal to the aggregate outstanding principal amount of all Loans at such time.

“Overcollateralization Amount” means, at any time, the product of (i) (x) the Unpaid Principal Balance, minus (y) the Outstanding Amount, in each case, at such time, and (ii) 1.25.

“Parent” means, Mogo Inc., the sole shareholder of the Borrower.

“Patriot Act” has the meaning given to it in Section 4.20.

“Payment Account” means the following account (or such other bank account as may be designated by the Administrative Agent from time to time):

“Performance Trigger” means, at any time, in each case determined as at the last day of the immediately preceding calendar month, any one or more of the following events shall have occurred:

“Period Report” has the meaning ascribed thereto in the Servicing Agreement.

“Period Unused Commitment” means, with respect to any Interest Period, (a) the Loan Commitments at the end of such Interest Period, minus (b) the greater of (i) the daily average Outstanding Amount during such Interest Period, and (ii) the Applicable Deemed Balance.

“Permitted Credit Card Indebtedness” means, at any time, aggregate Indebtedness (a) owing by all Credit Parties to (i) BMO in respect of certain credit card facilities established by BMO in favour of such Credit Parties, (ii) BNS in respect of certain credit card facilities established by BNS in favour of such Credit Parties and (iii) Amex in respect of certain credit card facilities established by Amex in favour of such Credit Parties, and (b) which, in aggregate shall not exceed $450,000.

“Permitted Liens” means:

provided, however, that no reference herein to Liens permitted hereunder (including Permitted Liens), including any statement or provision as to the acceptability of any Liens (including Permitted Liens), shall in any way constitute or be construed as to provide for a subordination of any rights of the Agents, the Lenders or other Secured Parties hereunder or arising under any of the other Credit Documents in favour of such Liens.

“Permitted LOC Indebtedness” means, at any time, Indebtedness (a) owing by the Borrower to Subordinated Lender (LOC) which is subject to the Subordinated Lender Intercreditor Agreement (LOC), (b) is unsecured, and (c) does not exceed $1,000,000.

“Permitted Subordinated Indebtedness” means, at any time, Indebtedness (a) owing by any Credit Party to Subordinated Lender (Mogo) which is subject to the Subordinated Lender Intercreditor Agreement (Mogo), (b) owing by the Borrower to Subordinated Lender (Thurlow) which is subject to the Subordinated Lender Intercreditor Agreement (Thurlow), (c) owing by the Borrower to Subordinated Lender (Thurlow Guarantee) which is subject to the Subordinated Lender Intercreditor Agreement (Thurlow Guarantee), (d) owing by the Parent to Subordinated Lender (Indenture) which is subject to the Subordinated Lender Intercreditor Agreement (Indenture), and (e) does not, without duplication, exceed $60,000,000 in the aggregate. For the purpose of this definition, any Indebtedness described in clause (a) that was, as of July 25, 2015, denominated in US Dollars shall be deemed to be Indebtedness denominated in the same amount in Dollars.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, unlimited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

 “Pledge and Security Agreement” means (i) the Pledge and Security Agreement, dated as of June 21, 2019, by and among the Parent and the Collateral Agent on behalf of the Secured Parties and (ii) the Pledge and Security Agreement, dated as of September 25, 2017, by and among the Borrower, the Originating Subsidiaries and the Collateral Agent on behalf of the Secured Parties.

“PMSI Indebtedness” means purchase money Indebtedness of the Credit Parties which does not exceed $500,000 in the aggregate.

“PPSA” means (a) the personal property security legislation as in effect in each Province of Canada (other than the Province of Quebec), and (b) the Civil Code of Quebec.

“Principal Office” means, for the Administrative Agent, [Redacted – Address Details] (or such other location as the Administrative Agent may from time to time designate in writing to the Borrower and each Lender).

“Pro Rata Share” means, with respect to any Lender and at any time, the percentage obtained by dividing (a) the Loan Exposure of that Lender, by (b) the aggregate Loan Exposure of all Lenders, in each case, at such time.

“Receivable” means an account (as defined in the PPSA) originated by an Originating Subsidiary, together with (a) all obligations of the Obligor thereunder, and (b) monies paid or payable thereunder (whether Scheduled Receivable Payments, liquidation proceeds, prepayments, finance charges, interest, fees, prepayment penalties or bonuses or other charges with respect thereto).

“Recoveries” means, with respect to a Receivable that is a Charge-Off Receivable, the monies collected from whatever source during any Collection Period following the Collection Period in which such Receivable became a Charge-Off Receivable, net of any amounts required by law to be remitted to the Obligor.

“Register” has the meaning ascribed thereto in Section 2.4(a).

“Related Agreements” means, collectively, the Servicing Agreement, the Backup Servicing Agreement, the Subordinated Lender Intercreditor Agreement (Mogo), the Subordinated Lender Intercreditor Agreement (Thurlow), the Subordinated Lender Intercreditor Agreement (Thurlow Guarantee), the Subordinated Lender Intercreditor Agreement (Indenture), the Subordinated Lender Intercreditor Agreement (LOC) (if any), and each Originating Subsidiary Loan Agreement.

“Replacement Person” has the meaning ascribed thereto in Section 2.16(e)

“Reporting Date” means, in respect of any Collection Period, the tenth (10^th) calendar day following the expiration of such Collection Period (or if such day is not a Business Day, the immediately succeeding Business Day).

“Required Minimum Tangible Net Worth” means, at any time, the sum of (i) the Overcollateralization Amount, plus (ii) 33% of all positive net income earned by the Parent or any Subsidiary of the Parent on a consolidated basis following January 1, 2017, plus (iii) 33% of all cash proceeds of Capital Stock issued by the Parent or any Subsidiary of the Parent following January 1, 2017 (excluding any Capital Stock issued in connection with the acquisition of Carta by Parent and any Capital Stock issued in connection with the conversion of debentures issued under the Indenture Trust Deed). For greater clarity, the cash proceeds in section (iii) excludes Capital Stock issued in connection with an acquisition or similar transaction, or Capital Stock issued as settlement for Indebtedness, in either case, in accordance with the terms of this Agreement and as approved by the Lenders in their sole discretion.

“Requisite Lenders” means one (1) or more Lenders having or holding Loan Exposure and representing more than 50% of the aggregate Loan Exposure of all Lenders.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of Capital Stock of the Borrower or the Parent; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Capital Stock of the Borrower or the Parent; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire Capital Stock of the Borrower or the Parent; or (iv) management or similar fees payable to any Credit Party or Affiliate thereof.

“Scheduled Receivable Payment” means, for any Collection Period and for any Receivable, the amount indicated in such Receivable as required to be paid by the Obligor in such Collection Period. If the Obligor’s obligation under such Receivable with respect to a Collection Period has been modified so as to differ from the amount specified in such Receivable as a result of (a) the order of a court in an Insolvency Event involving the Obligor, or (b) modifications or extensions of the Receivable permitted by the Credit Documents and the Servicing Agreement, the Scheduled Receivable Payment with respect to such Collection Period shall refer to the Obligor’s payment obligation with respect to such Collection Period as so modified.

“Secured Parties” means, collectively, the Agents, the Lenders and the Indemnitees.

“Securities” means any stock, shares, partnership interests, limited liability company interests, voting trust certificates, certificates of interest or participation in any profit‑sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Servicer” means, subject to removal pursuant to the terms of the Servicing Agreement, initially the Borrower, and after, the Backup Servicer, or any other successor servicer appointed pursuant to the Servicing Agreement, as applicable.

“Servicer Termination Event” has the meaning ascribed thereto in the Servicing Agreement.

“Servicing Agreement” means the Servicing Agreement made as of September 25, 2017, by and among the Servicer, the Originating Subsidiaries and the Administrative Agent.

“Servicing Policies”, in the case of the Servicer, has the meaning ascribed thereto in the Servicing Agreement, or, in the case of the Backup Servicer, the credit, collections, and operations policies of the Backup Servicer as in effect on the date the Backup Servicing Agreement becomes effective, as such policies may be amended from time to time in accordance with this Agreement.

“Servicing Standard” has the meaning ascribed thereto in the Servicing Agreement.

“Settled Receivable” means a Receivable in respect of which the related Obligor was an Obligor of another Receivable and such other Receivable (i) was one or more days delinquent at the time of, or in the two weeks prior to, origination of such subsequent Receivable, (ii) has been seven or more days delinquent in the three months immediately preceding the origination of such subsequent Receivable, or (iii) has been thirty or more days delinquent in the three month period beginning six months prior to origination of such subsequent Receivable; provided, however, that such Settled Receivable shall no longer be a Settled Receivable after one year from the date of the origination of such Settled Receivable so long as such Settled Receivable has been current since its origination and remains current as of the later of (a) December 31, 2019, and (b) one year from the date of the origination of such Settled Receivable.

“Settlement Date” means, (a) in respect of any Collection Period, the fifteenth (15^th) calendar day following the expiration of such Collection Period (or if such day is not a Business Day, the immediately succeeding Business Day), and (b) the Maturity Date.

“Small Business” means [Redacted – Commercially Sensitive Loan Product Term, Amounts and Interest Rates].

“Solvent” means, with respect to any Person, that as of the date of determination, (a) (i) the sum of such Person’s debt (including contingent liabilities) does not exceed the present fair saleable value of such entity’s present assets; (ii) such Person’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date; and (iii) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); (b) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances, and (c) such Person is not an insolvent person as defined in the BIA. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Subordinated Lender (LOC)” means a financial institution satisfactory to the Administrative Agent.

“Subordinated Lender (Indenture)” means Computershare Trust Company of Canada, as trustee for and on behalf of the holders of debentures issued pursuant to the Indenture Trust Deed.

“Subordinated Lender (Mogo)” means Dale Matheson Carr-Hilton Labonte LLP, as trustee for and on behalf of the holders of debentures issued by the Borrower pursuant to the Mogo Trust Deed.

“Subordinated Lender (Thurlow)” means Thurlow Management Inc.

“Subordinated Lender (Thurlow Guarantee)” means MNP LLP, as trustee for and on behalf of the holders of debentures issued by Subordinated Lender (Thurlow) pursuant to a deed of trust dated as of the 30^th day of November, 2009 between KNV Chartered Accountants LLP (predecessor to MNP LLP) and Subordinated Lender (Thurlow).

“Subordinated Lender Intercreditor Agreement (Indenture)” means the intercreditor agreement among Subordinated Lender (Indenture), the Administrative Agent and the Parent dated as of June 21, 2019.

“Subordinated Lender Intercreditor Agreement (LOC)” means the intercreditor agreement among Subordinated Lender (LOC), the Administrative Agent and the Borrower in form and substance satisfactory to the Administrative Agent, to be entered into in connection with the incurrence of Indebtedness of the Borrower owing to Subordinated Lender (LOC), if any.

“Subordinated Lender Intercreditor Agreement (Mogo)” means the amended and restated intercreditor agreement among Subordinated Lender (Mogo), the Administrative Agent, the Borrower and each Subsidiary of the Borrower dated as of September 30, 2020.

“Subordinated Lender Intercreditor Agreement (Thurlow)” means the intercreditor agreement among Subordinated Lender (Thurlow), the Administrative Agent and the Borrower dated as of September 25, 2017.

“Subordinated Lender Intercreditor Agreement (Thurlow Guarantee)” means the amended and restated intercreditor agreement among Subordinated Lender (Thurlow Guarantee), the Administrative Agent and the Borrower dated as of September 30, 2020.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, unlimited company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

“Tangible Net Worth” means, as of any date of determination, the sum of (a) the amount of shareholders’ equity of the Credit Parties (net of (i) intangible assets and (ii) any amount being held in reserve as contemplated by Section 5.3 or Section 7.1(e)) plus (b) any Permitted Subordinated Indebtedness as of such date of determination in accordance with GAAP, excluding the effects of IFRS 9 and IFRS 16, as applicable, plus accrued but unpaid dividends on the Capital Stock of the Borrower.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, imposed by a Governmental Authority, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided, “Tax on the overall net income” of a Person shall be construed as a reference to a Tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office) and shall include any backup or other withholding tax that shall be eligible to be credited against any such Tax.

“Term/Amortization Receivable” means a Receivable which does not fully amortize over its term.

“Type 1 Delinquent Receivable” means a Receivable which is 30 days or more and less than 60 days past due (excluding COVID-19 Program Receivables).

“Type 2 Delinquent Receivable” means a Receivable which is 1 day or more and less than 60 days past due (excluding COVID-19 Program Receivables).

“Type 3 Delinquent Receivable” means a Receivable which is 60 days or more past due and less than 180 days past due (excluding COVID-19 Program Receivables).

“Type of Receivable” means, with reference to any Receivable, whether such Receivable is a New Flex, Liquid Money Receivable, Mini Money, Mini Money 2500, Mini Money 3500 and Mini Money 5000.

“Upfront Fee” means [Redacted – Commercially Sensitive Information].

“Unpaid Principal Balance” means, at any time, the aggregate Advanceable Principal Balance of all Eligible Receivables at such time; provided that Eligible Receivables shall be excluded from the determination of Unpaid Principal Balance to the extent necessary to ensure that the following concentration limits are not exceeded, in each case, at such time:

 “Unrestricted Subsidiaries” means wholly-owned Subsidiaries of the Borrower that in the aggregate (i) for any period, do not represent or account for more than 0.5% of the consolidated revenue of the Borrower or, (ii) at any time, do not represent or account for more than 0.5% of the consolidated book value of the assets of the Borrower; provided that (a) revenue and assets of any Subsidiary shall be determined on a consolidated basis, and (b) in the case of Subordinated Lender (Thurlow), Indebtedness owing by the Borrower to Subordinated Lender (Thurlow) which is subject to the Subordinated Lender Intercreditor Agreement (Thurlow) shall be excluded from the determination of the assets of Subordinated Lender (Thurlow).

“Unused Fee” means, with respect to any Interest Period, (a) if the daily average Outstanding Amount during such Interest Period is less than $20,000,000, the product of the (i) the Period Unused Commitment for such Interest Period and (ii) 0.50%, and (b) if the daily average Outstanding Amount during such Interest Period is equal to or greater than $20,000,000, the product of the (i) the Period Unused Commitment for such Interest Period and (ii) 0.325%; in each case of (a) and (b), multiplied by a fraction, the numerator of which is the number of days in such Interest Period and the denominator of which is 360.

“US Dollars” and the sign “US$” mean the lawful money of the United States of America.

“WURA” means the Winding-Up and Restructuring Act (Canada).

1.2. Accounting Terms.

1.3.  Interpretation, etc.

Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless the context requires otherwise or otherwise specified in any applicable Credit Document, (a) a reference to any Person includes that Person’s successors and assigns (subject to any restrictions on assignments set forth herein), (b) any definition of or reference to any Credit Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, joined or otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (c) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time and any successor thereto, (d) any reference to a particular time of day shall be to such time of day in the City of New York, and (e) any reference to the approval, consent, determination, acceptance or request of the Administrative Agent or the Collateral Agent shall mean such reference in its sole discretion acting in good faith.

SECTION 2.    LOANS

2.1.  Loans.

2.2.  Pro Rata Shares.

All Loans shall be made by the Lenders on the applicable Credit Date simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to fund its Pro Rata Share of any Loan nor shall any Commitment of any Lender be increased or decreased as a result of such a default by any other Lender.

2.3. Use of Proceeds.

The proceeds of the Loans advanced on the Closing Date shall be used to repay Existing Indebtedness. The proceeds of the Loans advanced after the Closing Date shall be applied by the Borrower to fund Originating Subsidiary Loans pursuant to the Originating Subsidiary Loan Agreements and for general working capital. No portion of the proceeds of any Loan shall be used in any manner that causes any Loan or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation thereof or to violate the Exchange Act.

2.4. Register.

2.5.  Interest on Loans.

2.6.  Default Interest.

Upon the occurrence and during the continuance of an Event of Default, to the extent not prohibited by applicable law, the principal amount of the Loans outstanding and any interest payments on the Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post‑petition interest in any proceeding under applicable Debtor Relief Laws) payable on demand at a rate that is 5% per annum in excess of the Interest Rate otherwise payable hereunder with respect to the Loans until no Event of Default is then continuing. Payment or acceptance of the increased rates of interest provided for in this Section 2.6 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.

2.7.  Fees.

2.8.  Call Protection.

2.9.  Mandatory Prepayments.

2.10.  Collection Account and Interest Account.

2.11.  Application of Collections.

On the Business Day prior to each Settlement Date the Borrower will deposit to the Interest Account funds sufficient to make the payments referred to in clauses (a) through (d) below on each of the next two succeeding Settlement Dates. Such amount shall be based on the Administrative Agent’s good faith estimate and notified to the Borrower not less than two Business Days prior to such Settlement Date.

To the extent no Event of Default has occurred and is continuing, the Collateral Agent will instruct the Loan Account Bank, on each Settlement Date during the Commitment Period, to transfer all Collections for the related Collection Period held by the Loan Account Bank in the Interest Account, in the following amounts and priority in accordance with the Period Report:

2.12.  Payments During an Event of Default.

On each Settlement Date occurring during the continuance of an Event of Default (a) all payments made hereunder and under the other Credit Documents (including in respect of proceeds from any Collateral) and (b) all amounts on deposit in the Collection Accounts and Interest Account and any income and gains from investment of funds in the Collection Accounts and the Interest Account shall be applied by the Loan Account Bank at the written direction of the Collateral Agent as follows:

2.13.  General Provisions Regarding Payments.

2.14.  Ratable Sharing.

The Lenders hereby agree among themselves that, except as otherwise provided in the Credit Documents, with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of the Loans made and applied in accordance with the terms hereof), through the exercise of any right of set‑off, consolidation, or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under Debtor Relief Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in their proportions of Aggregate Amounts Due; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Credit Parties expressly consent to the foregoing arrangement and agree that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, setoff or counterclaim with respect to any and all monies owing by any Credit Party to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

2.15.  Making or Maintaining Loans.

2.16. Increased Costs; Capital Adequacy.

2.17.  Taxes; Withholding, etc.

2.18. Benchmark Replacement

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.18.4.

“Benchmark” means, initially, Adjusted LIBOR; provided that if a Benchmark Transition Event or an Early Opt-in Election or a Term SOFR Transition Event, as applicable, and its related Benchmark Replacement Date have occurred with respect to Adjusted LIBOR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.18.1;

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

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, notwithstanding anything to the contrary in this Agreement or in any other Collateral Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above).

If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Collateral Documents.

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

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

(2) for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities; provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

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

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

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

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

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

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any other Collateral Document in accordance with this Section 2.18 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Collateral Document in accordance with this Section 2.18.

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

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

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

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to Adjusted LIBOR, and if for any reason no such benchmark rate floor is provided, Floor shall be deemed to be zero.

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

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

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

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

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

“Term SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.

“Term SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, and is determinable for each Available Tenor, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.18 that is not Term SOFR.

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

“U.S. Base Rate” means, for any day, a rate per annum equal to, the variable rate of interest quoted by the Administrative Agent from time to time as the reference rate of interest which it employs to determine the interest rate it will charge for demand loans in U.S. Dollars to its commercial customers in Canada and which it designates as its “U.S. Base Rate” (and provided that the U.S. Base Rate shall never be less than 0%).

SECTION 3. CONDITIONS PRECEDENT

3.1. Closing Date Conditions Precedent.

The occurrence of the Closing Date was subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date:

3.2. Credit Date Conditions Precedent.

The obligation of the Lenders to make any Loan on any Credit Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the related Credit Date:

3.3. Amended and Restated Credit Agreement Conditions Precedent

The effectiveness of this Agreement shall be subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the date hereof:

SECTION 4.    REPRESENTATIONS AND WARRANTIES

In order to induce the Agents and the Lenders to enter into this Agreement and to make Loans to be made hereby, the Credit Parties represent and warrant, to each Agent and each Lender, on and as of each Certification Date, that the following statements are true and correct:

4.1. Organization; Requisite Power and Authority; Qualification; Other Names.

Each corporate Credit Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into and perform its obligations under each Credit Document, and (c) is qualified to do business and is in good standing in every jurisdiction wherever necessary to carry out its business.

4.2. Capital Stock and Ownership.

The Borrower owns all of the outstanding and issued Capital Stock of the Originating Subsidiaries and the Parent owns all of the outstanding and issued Capital Stock of Carta. There is no existing option, warrant, call, right, commitment or other agreement requiring, and there is no Capital Stock of any Credit Party outstanding which upon conversion or exchange would require, the issuance by any Credit Party of Capital Stock of any Credit Party of other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, Capital Stock of any Credit Party. The Parent owns all of the outstanding and issued Capital Stock of the Borrower. Attached hereto as Appendix E is a chart evidencing the Borrower and each of its direct and indirect Subsidiaries authorized and issued equity interest and the direct and indirect registered and beneficial holders of all such equity interest.

4.3. Due Authorization.

The execution, delivery and performance of the Credit Documents to which each Credit Party is a party have been duly authorized by all necessary action on the part of such Credit Party.

4.4. No Conflict.

The execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) (i) violate any provision of any law or any governmental rule or regulation applicable to such Credit Party, (ii) violate any of the Organizational Documents, if applicable, of such Credit Party, or (iii) violate any order, judgment or decree of any Governmental Authority binding on such Credit Party; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Credit Party; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of such Credit Party (other than any Liens created under any of the Credit Documents in favor of the Collateral Agent, on behalf of the Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of such Credit Party, except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to the Administrative Agent.

4.5. Governmental Consents.

The execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority, except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Agent for filing and/or recordation, as of or after the Closing Date.

4.6. Binding Obligation.

Each Credit Document and Related Agreement to which any Credit Party is a party has been duly executed and delivered by such Credit Party and is the legally valid and binding obligation of such Credit Party and is in full force and effect, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

4.7.  Receivables

Each Receivable is a bona fide existing payment obligation of an Obligor, owed to the applicable Originating Subsidiary without defences, disputes, offsets, counterclaims, or rights of return or cancellation. Each Receivable intended by the Borrower to be included as an Eligible Receivable satisfies the Eligibility Criteria.

4.8. Adverse Proceedings, etc.

There are no Adverse Proceedings pending, individually or in the aggregate, related to any Credit Party or related to the Receivables, that in each case could reasonably be expected to have a Material Adverse Effect. No Credit Party is (a) in violation of any applicable laws that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.9. Payment of Taxes.

Except as otherwise permitted under Section 5.3, all tax returns and reports of each Credit Party required to be filed have been timely filed, and all Taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon any Credit Party and upon its properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable. No Credit Party knows of any proposed Tax assessment against it which is not being actively contested by it in good faith and by appropriate proceedings; provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

4.10. Title to Assets.

Each of the Originating Subsidiaries has good and valid title to the Receivables purported to be owned by it, free and clear of Liens other than Permitted Liens.

4.11. No Indebtedness.

No Credit Party nor any of its Subsidiaries has any Indebtedness, other than (a) Indebtedness incurred under (or contemplated by) the Credit Documents, (b) Indebtedness under the Attijariwafa Bank Loan Agreement with an interest rate not to exceed 5%, or (c) otherwise permitted hereunder.

4.12. No Defaults.

No Credit Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and to the knowledge of each Credit Party no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where, (a) such defaults have been waived, or (b) individually or in the aggregate, the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

4.13. Governmental Regulation.

No Credit Party is subject to regulation under the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. No Credit Party is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.14. Margin Stock.

No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loans made to the Borrower will be used directly or indirectly to purchase or carry any such Margin Stock, for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry Margin Stock, to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

4.15. Certain Fees.

No broker’s or finder’s fee or commission will be payable by the Borrower or the Parent with respect hereto or any of the transactions contemplated hereby.

4.16. Solvency and Fraudulent Conveyance.

Each Credit Party is Solvent, both before and after giving effect to the consummation of the transactions contemplated by the Credit Documents and, if applicable, the making of the applicable Loan. No Credit Party is granting a security interest in any Collateral with any intent to hinder, delay or defraud any of its creditors. No Credit Party shall use the proceeds from the transactions contemplated by this Agreement to give preference to any class of creditors.

4.17. Credit Documents; Related Agreements.

4.18. Compliance with Statutes, etc.

Each Credit Party is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property, except such non compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

4.19. No Material Adverse Effect.

There are no facts known (or which should upon the reasonable exercise of diligence be known) to the Borrower or its Affiliates (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein.

4.20. Money Control Acts.

To the extent applicable, each Credit Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “Patriot Act”), (c) the Proceeds of Crime (money laundering) and Terrorist Financing Act (Canada), (d) the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (Canada), and (e) United Nations Al-Qaida and Taliban Regulations (Canada) and any other applicable terrorism and money laundering laws. No part of the proceeds of any Loan will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada), or any other applicable anti-bribery or anti-corruption laws.

4.21. Pension Matters.

No Credit Party has ever sponsored, administered, participated in or contributed to Canadian Defined Benefit Plan or a Canadian Multi-Employer Plan.

4.22. Disclosure.

The representations and warranties of the Credit Parties contained in any Credit Document or in any other documents, certificates or written statements furnished to any Agent of Lender by or on behalf of any Credit Party for use in connection with the transactions contemplated hereby, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions by the preparer thereof believed to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results.

SECTION 5.    AFFIRMATIVE COVENANTS

The Credit Parties covenant and agree that until payment in full of all of the Obligations (other than contingent indemnification obligations in respect of which no claim has been asserted), the Credit Parties shall perform all covenants in this Section 5.

5.1. Deliverables.

Unless otherwise provided below, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent:

5.2.  Existence.

Each Credit Party shall at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business.

5.3. Payment of Taxes and Claims.

Each Credit Party shall pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labour, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contested proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim.

5.4. Audits of Receivables.

The Credit Parties shall, at any time and as frequently as may be reasonably requested by the Administrative Agent, at the Borrower’s expense, permit the Administrative Agent, or its agents or professional advisors, at reasonable times during business hours and upon reasonable notice to the Borrower, as applicable, to visit any premises and property of the Credit Parties and/or to audit the Receivables, whether in person or by requests for information, and to inspect, audit, copy, run comparative analysis on, and take extracts from its and their financial and accounting records, and to discuss its and their affairs, financings and accounts with any Person, including, without limitation, employees of the Borrower and independent public accountants. The Borrower agrees to pay the reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with its field examinations and audits and the preparation of reports thereof performed or prepared.

5.5. Compliance with Laws.

Each Credit Party shall comply with the requirements of (i) all applicable laws, rules, regulations and orders of any Governmental Authority, and (ii) all of its Contractual Obligations, in either case, the noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.6. Further Assurances.

At any time or from time to time upon the request of the Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent or the Collateral Agent may reasonably request in order to effect fully the purposes of the Credit Documents, including providing the Lenders with any information reasonably requested pursuant to Section 10.24.

5.7. Cash Management Systems.

The Credit Parties shall establish and maintain cash management systems as set forth below from and after the Closing Date.

5.8. Due Diligence; Access to Certain Documentation.

5.9.  Insurance.

The Borrower shall cause the Servicer to obtain an “errors and omissions” insurance policy and an employee fidelity insurance policy, in each case, (i) in an amount not less than $1,000,000, (ii) in a form reasonably acceptable to the Administrative Agent, (iii) with an insurance company reasonably acceptable to the Administrative Agent, and (iv) naming the Administrative Agent, for the benefit of the Secured Parties, as beneficiary and loss payee. The Borrower shall ensure that such insurance policy remains in full force and effect and that claims under any such policy on behalf of the Administrative Agent and the Lenders are prepared and presented in a timely fashion in accordance with the terms of such policy, and upon the filing of any claim on any such insurance policy, the Administrative Agent shall be promptly notified of such claim and the Borrower shall ensure that the proceeds of any such claim are deposited into the Interest Account. The Borrower shall deliver copies of such insurance policies to the Administrative Agent together with a certification from the applicable insurance company that such policy is in force on such date. The Borrower shall deliver proof of maintenance of such insurance policies and payment of premiums on or prior to the Closing Date and on each succeeding twelve month anniversary thereafter (or if such day is not a Business Day, the next succeeding Business Day).

5.10. Servicing of Receivables.

The Credit Parties shall ensure that the Receivables are at all times serviced and administered in accordance with the Servicing Standard by the Servicer pursuant to the Servicing Agreement. The Credit Parties shall enter into the Backup Servicing Agreement forthwith upon request of the Administrative Agent.

5.11. Additional Originating Subsidiaries.

In the event that the Administrative Agent approves of any Person becoming an Originating Subsidiary, the Borrower shall, prior to and as a condition of such Person becoming an Originating Subsidiary (a) cause such Person to become a Guarantor hereunder, a Grantor (pursuant to and as defined in the Pledge and Security Agreement) and a “Subsidiary” (pursuant to and as defined in the Subordinated Lender Intercreditor Agreement (Mogo)) by executing and delivering to the Administrative Agent and the Collateral Agent counterpart or joinder agreements thereto, in each case, in form and substance satisfactory to the Administrative Agent and the Collateral Agent, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates requested by the Administrative Agent or the Collateral Agent, including those which are similar to those described in Sections 3.1(b), 3.1(c), 3.1(d), 3.1(g), 3.1(h), 3.1(i) and 3.1(j).

SECTION 6.    NEGATIVE COVENANTS

The Credit Parties covenant and agree that until payment in full of all of the Obligations (other than contingent indemnification obligations in respect of which no claim has been asserted), the Credit Parties shall perform all covenants in this Section 6.

6.1.  Indebtedness.

6.2. Liens.

No Credit Party shall, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any Collateral under the PPSA or under any similar filing, registration, recording or notice statute, except (i) Liens in favour of the Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document, and (ii) Permitted Liens.

6.3. Investments.

6.4. Fundamental Changes; Acquisitions; Disposition of Collateral

No Credit Party nor any of its Subsidiaries shall (i) enter into any transaction of merger, amalgamation or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (ii) other than the sale of obsolete or worn out equipment, convey, sell, lease or sub lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business assets (including, but not limited to, the Originating Subsidiary Loans and the Receivables) or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, that are required for the ongoing operations of the Credit Parties, other than Parent’s interest in the Existing Investments provided each such disposition is done for not less than ninety percent (90%) of the Existing Investment’s book value and such disposition is to an arm’s length party, or (iii) acquire by purchase or otherwise the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person. No Credit Party shall convey, sell, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of the Collateral.

6.5. Restricted Junior Payments.

No Credit Party shall, through any manner or means or through any other Person, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment.

6.6.  Material Contracts, Organizational Documents, Originating Documentation.

No Credit Party shall (a) enter into any Material Contract with any Person; (b) agree to any material amendment, restatement, supplement or other modification to, or waiver of, any of its material rights under any Related Agreement; or (c) amend or permit any amendments to its Organizational Documents which could reasonably be expected to result in a Material Adverse Effect. No Credit Party shall amend the Originating Documentation relating to any Type of Receivable which could result in such Originating Documentation failing to be in compliance with applicable consumer protection, debt collection, payday loan and collection agency laws or regulations.

6.7. Sales and Lease-Backs.

No Credit Party shall directly or indirectly become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property, whether now owned or hereafter acquired, which any Credit Party (a) has sold or transferred or is to sell or to transfer to any other Person, or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by any Credit Party to any Person in connection with such lease.

6.8. Transactions with Shareholders and Affiliates.

No Credit Party shall directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of the Borrower or any Affiliate thereof other than the transactions contemplated by the Credit Documents.

6.9.  Fiscal Year.

No Credit Party shall change their Fiscal Year-end.

6.10. Servicing Agreement and Backup Servicing Agreement.

No Credit Party shall terminate either the Servicing Agreement or the Backup Servicing Agreement.

6.11. Changes in Servicing Policies.

No Credit Party shall make or permit any material changes or modifications to the Servicing Policies.

6.12. Pension Matters. 

No Credit Party shall (a) establish or commence contributing to or otherwise participate in any Canadian Defined Benefit Plan or Canadian Multi-Employer Plan, or (b) acquire an interest in any Person if such Person sponsors, administers, participates in, or has any liability in respect of, any Canadian Defined Pension Plan or any Canadian Multi-Employer Plan.

6.13. Financial Covenants.

Section 7. EVENTS OF DEFAULT

7.1. Events of Default.

If any one or more of the following conditions or events shall occur:

THEN, (A) upon the occurrence of any Event of Default described in Section 7.1(g), 7.1(h), or 7.1(i) automatically, and (B) upon the occurrence of any other Event of Default, at the request of (or with the consent of) the Administrative Agent and the Requisite Lenders, upon written notice to the Borrower by the Administrative Agent, (x) the Loan Commitments, if any, shall immediately terminate; (y) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower: (1) the unpaid principal amount of and accrued interest on all Loans and (2) all other Obligations; and (z) the Administrative Agent shall cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to the Collateral Documents. In addition, upon the occurrence of any Event of Default, the Administrative Agent may terminate the Servicing Agreement and replace the Servicer with the Backup Servicer or such other servicer as the Administrative Agent may select in its sole discretion.

Section 8. GUARANTEE

8.1. Guarantee of the Obligations.

Each Guarantor hereby irrevocably and unconditionally guarantees to the Administrative Agent for the benefit of the Secured Parties, the due and punctual payment and performance in full of all Obligations which are or may become from time to time owing or payable, or to be performed, or which remain owing or unpaid to, or to be performed for the benefit of any of the Secured Parties or any one or more of them (collectively, the “Guaranteed Obligations”). For greater certainty, the Guaranteed Obligations include, without limitation, all amounts which constitute Obligations and would be owed by any one or more of the Credit Parties but for the fact that they are unenforceable or not allowable (in whole or in part) as a claim in connection with an Insolvency Event involving any Credit Party due to the existence of such Insolvency Event. Each Guarantor agrees that this Guarantee is a guarantee of payment and performance and not of collection.

8.2. Payment by Guarantors.

Each Guarantor hereby agrees, in furtherance of the foregoing and not in limitation of any other right which any Secured Party may have at law, in equity or otherwise against any Credit Party pursuant to any of the Credit Documents, that upon the failure of any Credit Party to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amount that would become due but for the existence of any stay under applicable Debtor Relief Laws), it will pay, or cause to be paid, in Cash, to the Administrative Agent for the benefit of Secured Parties, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrower’s becoming the subject of an Insolvency Event, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in such Insolvency Event) and all other Guaranteed Obligations then owed to the Secured Parties as aforesaid.

8.3. Liability of Guarantors Absolute.

Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than satisfaction in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

this Guarantee and the obligations of each Guarantor hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guarantee of or security for the payment or performance of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents or any agreement or instrument executed pursuant thereto, or of any other guarantee or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document or any agreement relating to such other guarantee or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Secured Party might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Secured Party’s consent to the change, reorganization or termination of the corporate structure or existence of any Credit Party and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) to the extent permitted by applicable law, any defenses, set-offs or counterclaims which the Borrower may allege or assert against any Secured Party in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

8.4. Waivers by Guarantors.

Each Guarantor hereby waives, for the benefit of Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Credit Party) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Credit Party including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Credit Party from any cause other than satisfaction in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 8.3 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.