10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016

OR

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

FOR THE TRANSITION PERIOD FROM                 TO

Commission File Number 001-36779

On Deck Capital, Inc.

(Exact name of registrant as specified in its charter)

Delaware	42-1709682
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1400 Broadway, 25th Floor, New York, New York	10018
(Address of principal executive offices)	(Zip Code)

(888) 269-4246

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES ý     NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  ý    NO  ¨

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

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  ý

The number of shares of the registrant’s common stock outstanding as of October 31, 2016 was 71,441,993.

On Deck Capital, Inc.

Table of Contents

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Unaudited Condensed Consolidated Balance Sheets	3
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income	4
	Unaudited Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4.	Controls and Procedures	54
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3.	Defaults Upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	60
Item 6	Exhibits	61
	Signatures	62

PART I

Item 1. Financial Statements (Unaudited)

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

	September 30,			December 31,
	2016			2015
Assets
Cash and cash equivalents	$	85,948		$	159,822
Restricted cash	42,827			38,463
Loans held for investment	905,327			552,742
Less: Allowance for loan losses	(87,368		)	(53,311		)
Loans held for investment, net	817,959			499,431
Loans held for sale	986			706
Property, equipment and software, net	30,289			26,187
Other assets	19,863			20,416
Total assets	$	997,872		$	745,025
Liabilities and equity
Liabilities:
Accounts payable	$	4,087		$	2,701
Interest payable	1,583			757
Funding debt	651,753			375,890
Corporate debt	12,700			2,695
Accrued expenses and other liabilities	31,969			33,560
Total liabilities	702,092			415,603
Commitments and contingencies (Note 9)
Stockholders’ equity (deficit):
Common stock—$0.005 par value, 1,000,000,000 shares authorized and 74,512,869 and 73,107,848 shares issued and 71,374,429 and 70,060,208 outstanding at September 30, 2016 and December 31, 2015, respectively	373			366
Treasury stock—at cost	(6,418		)	(5,843		)
Additional paid-in capital	472,555			457,003
Accumulated deficit	(175,447		)	(128,341		)
Accumulated other comprehensive loss	(149		)	(372		)
Total On Deck Capital, Inc. stockholders' equity	290,914			322,813
Noncontrolling interest	4,866			6,609
Total equity	295,780			329,422
Total liabilities and equity	$	997,872		$	745,025

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income

(in thousands, except share and per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Revenue:
Interest income	$	71,361		$	48,624		$	188,726		$	147,571
Gain on sales of loans	2,670			16,789			12,594			35,178
Other revenue	3,340			1,985			8,168			4,418
Gross revenue	77,371			67,398			209,488			187,167
Cost of revenue:
Provision for loan losses	36,586			16,239			94,294			54,865
Funding costs	8,452			5,126			22,548			14,941
Total cost of revenue	45,038			21,365			116,842			69,806
Net revenue	32,333			46,033			92,646			117,361
Operating expense:
Sales and marketing	16,789			15,847			50,094			43,503
Technology and analytics	15,050			11,111			42,894			29,904
Processing and servicing	5,181			3,352			14,261			9,070
General and administrative	12,375			12,146			34,233			31,722
Total operating expense	49,395			42,456			141,482			114,199
Income (loss) from operations	(17,062		)	3,577			(48,836		)	3,162
Other expense:
Interest expense	(111		)	(70		)	(186		)	(250		)
Total other expense	(111		)	(70		)	(186		)	(250		)
Income (loss) before provision for income taxes	(17,173		)	3,507			(49,022		)	2,912
Provision for income taxes	—			—			—			—
Net income (loss)	(17,173		)	3,507			(49,022		)	2,912
Net loss attributable to noncontrolling interests	539			226			1,920			458
Net income (loss) attributable to On Deck Capital, Inc. common stockholders	$	(16,634	)	$	3,733		$	(47,102	)	$	3,370
Net income (loss) per share attributable to On Deck Capital, Inc. common stockholders:
Basic	$	(0.23	)	$	0.05		$	(0.67	)	$	0.05
Diluted	$	(0.23	)	$	0.05		$	(0.67	)	$	0.04
Weighted-average common shares outstanding:
Basic	70,971,895			69,678,742			70,750,037			69,472,636
Diluted	70,971,895			75,125,740			70,750,037			75,414,348
Comprehensive income (loss):
Net income (loss)	$	(17,173	)	$	3,507		$	(49,022	)	$	2,912
Other comprehensive income (loss):
Foreign currency translation adjustment	210			(1,215		)	393			(1,215		)
Comprehensive income (loss):	(16,963		)	2,292			(48,629		)	1,697
Comprehensive income (loss) attributable to noncontrolling interests	(95		)	546			(177		)	546
Net loss attributable to noncontrolling interests	539			226			1,920			458
Comprehensive income (loss) attributable to On Deck Capital, Inc. common stockholders	$	(16,519	)	$	3,064		$	(46,886	)	$	2,701

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

	Nine Months Ended September 30,
	2016			2015
Cash flows from operating activities
Net income (loss)	$	(49,022	)	$	2,912
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for loan losses	94,294			54,865
Depreciation and amortization	6,887			4,621
Amortization of debt issuance costs	3,733			2,130
Stock-based compensation	11,423			8,065
Amortization of net deferred origination costs	25,837			26,041
Changes in servicing rights, at fair value	4,074			—
Gain on sales of loans	(12,594		)	(35,178		)
Unfunded loan commitment reserve	(405		)	1,915
Gain on extinguishment of debt	(940		)	(182		)
Changes in operating assets and liabilities:
Other assets	(1,221		)	(11,053		)
Accounts payable	1,386			59
Interest payable	826			(124		)
Accrued expenses and other liabilities	(844		)	10,313
Originations of loans held for sale	(238,077		)	(314,134		)
Payments of net deferred origination costs of loans held for sale	(8,074		)	(12,142		)
Proceeds from sale of loans held for sale	246,051			342,825
Principal repayments of loans held for sale	6,189			8,757
Net cash provided by operating activities	89,523			89,690
Cash flows from investing activities
Change in restricted cash	(4,364		)	(6,061		)
Purchases of property, equipment and software	(6,337		)	(5,115		)
Capitalized internal-use software	(3,702		)	(3,219		)
Originations of term loans and lines of credit, excluding rollovers into new originations	(1,333,192		)	(809,319		)
Proceeds from sale of loans held for investment	57,238			106,007
Payments of net deferred origination costs	(32,909		)	(20,578		)
Principal repayments of term loans and lines of credit	881,077			639,918
Purchases of term loans	(6,672		)	—
Other	(201		)	—
Net cash used in investing activities	(449,062		)	(98,367		)
Cash flows from financing activities
Proceeds from exercise of stock options and warrants	131			227
Payments of initial public offering costs	—			(1,845		)
Purchase of shares for treasury	(576		)	(184		)
Investments by noncontrolling interests	—			7,069
Issuance of common stock under employee stock purchase plan	2,606			—
Proceeds from the issuance of funding debt	606,051			159,557
Proceeds from the issuance of corporate debt	10,000			—
Payments of debt issuance costs	(4,655		)	(1,185		)

5

	Nine Months Ended September 30,
	2016			2015
Repayments of funding debt principal	(328,321		)	(196,118		)
Repayments of corporate debt principal	—			(12,000		)
Net cash provided by (used in) financing activities	285,236			(44,479		)
Effect of exchange rate changes on cash and cash equivalents	429			(1,564		)
Net decrease in cash and cash equivalents	(73,874		)	(54,720		)
Cash and cash equivalents at beginning of period	159,822			220,433
Cash and cash equivalents at end of period	$	85,948		$	165,713
Supplemental disclosure of other cash flow information
Cash paid for interest	$	16,282		$	11,739
Supplemental disclosures of non-cash investing and financing activities
Stock-based compensation included in capitalized internal-use software	$	1,025		$	597
Loans transferred from loans held for sale to loans held for investment	$	861		$	1,348
Unpaid principal balance of term loans rolled into new originations	$	200,637		$	194,218

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

1. Organization and Summary of Significant Accounting Policies

On Deck Capital, Inc.’s principal activity is providing financing to small businesses located throughout the United States, as well as in Canada and Australia, through term loans and lines of credit. We use technology and analytics to aggregate data about a business and then quickly and efficiently analyze the creditworthiness of the business using our proprietary credit-scoring model. We originate most of the loans in our portfolio and also purchase loans from our issuing bank partner. We subsequently transfer most of our loan volume into one of our wholly-owned subsidiaries or sell them through OnDeck Marketplace®.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, as contained in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for interim financial information. The results of operations for the periods presented are not necessarily indicative of the results for the full year or the results for any future periods. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements, including the related notes, and the other information contained in our Annual Report on Form 10-K for the year ended December 31, 2015. Certain reclassifications have been made to the prior period amounts to conform to the current period presentation. When used in these notes to unaudited condensed consolidated financial statements, the terms “we,” “us,” “our” or similar terms refers to On Deck Capital, Inc. and its consolidated subsidiaries.

The unaudited condensed consolidated financial statements include the accounts of our wholly-owned subsidiaries and subsidiaries in which we have a controlling financial interest. All intercompany transactions and accounts have been eliminated in consolidation.

Other than as described below and in Recently Adopted Accounting Standards, during the nine months ended September 30, 2016, there were no material changes to our significant accounting policies as disclosed under Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2015.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates include allowance for loan losses, valuation of warrants, stock-based compensation expense, fair value of servicing assets/liabilities and loans purchased, capitalized software development costs, the useful lives of long-lived assets and the valuation allowance for deferred tax assets. We base our estimates on historical experience, current events and other factors we believe to be reasonable under the circumstances. These estimates and assumptions are inherently subjective in nature; actual results may differ from these estimates and assumptions.

Purchases of Loans

From time to time, we may purchase loans that we previously sold to third parties. We generally determine the price we are willing to pay for those loans through arm's-length negotiations and by using a discounted cash flow model which contain certain unobservable inputs such as discount rate, renewal rate and default rate, with adjustments that management believes a market participant would consider. We may also obtain third-party valuations of pools of loans we are considering purchasing. Upon purchase, loans are recorded at their acquisition price which represents fair value. The amortized cost of the purchased loans, which includes unpaid principal balances and any related premiums or discounts, when applicable, are included in loans held for investment on the unaudited condensed consolidated balance sheets.

Performance-Based Restricted Stock Units

In the third quarter of 2016, the Compensation Committee of the Board of Directors approved performance-based compensation awards to certain members of executive management and other key personnel. The performance-based compensation awards consist of performance-based restricted stock units, or PRSUs, to be settled solely in shares of our common stock, as well as performance units, to be settled solely in cash. The value of the awards is based on achieving a target performance level established by the Compensation Committee and the award value may increase or decrease based on actual performance relative to the target level. The compensation expense related to the PRSUs and performance units will be recorded on a straight-line basis with the expense being adjusted prospectively as our estimate of the expected performance is reassessed each reporting period.

Recently Adopted Accounting Standards

7

In April 2015, the FASB issued Accounting Standards Update, or ASU, 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The ASU simplifies the presentation of debt issuance costs by requiring that unamortized debt issuance costs be presented as a reduction of the applicable liability rather than an asset. The guidance was effective on January 1, 2016 and was required to be applied retrospectively. Accordingly, $4.2 million of deferred debt issuance costs on the consolidated balance sheet at December 31, 2015 has been reclassified to be presented as a reduction of the carrying value of the associated debt to conform with the current period presentation.

Recent Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU 2014-09, Revenue Recognition, which creates ASC 606, Revenue from Contracts with Customers, and supersedes ASC 605, Revenue Recognition. ASU 2014-09 requires revenue to be recognized in an amount that reflects the consideration to which the entity expects to be entitled in exchange for goods or services and also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows from customer contracts. The new guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations, which makes amendments to the new revenue standard on assessing whether an entity is a principal or an agent in a revenue transaction and impacts whether an entity reports revenue on a gross or net basis. In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, which makes amendments to the new revenue standard regarding the identification of performance obligations and accounting for the license of intellectual property. In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, which makes amendments to the new revenue standard regarding assessing collectibility, presentation of sales taxes, noncash consideration and completed contracts and contract modifications at the time of transition to the new standard. Each amendment has the same effective date and transition requirements as the new revenue recognition standard. We are currently assessing the impact that the adoption of this guidance will have on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, which creates ASC 842, Leases, and supersedes ASC 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. We are currently assessing the impact that the adoption of this guidance will have on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 will simplify several aspects of accounting for share-based payment award transactions which include the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and forfeiture rate calculations. The new guidance will be effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted in any interim or annual period. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 will change the impairment model and how entities measure credit losses for most financial assets. The standard requires entities to use the new expected credit loss impairment model which will replace the incurred loss model used today. The new guidance will be effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted, but not prior to December 15, 2018. We are currently assessing the impact that the adoption of this guidance will have on our consolidated financial statements.

8

2. Net Loss Per Common Share

Basic and diluted net loss per common share is calculated as follows (in thousands, except share and per share data):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016			2015
Numerator:
Net income (loss)	$	(17,173	)	$	3,507	$	(49,022	)	$	2,912
Less: net loss attributable to noncontrolling interest	539			226		1,920			458
Net income (loss) attributable to On Deck Capital, Inc. common stockholders	$	(16,634	)	$	3,733	$	(47,102	)	$	3,370
Denominator:
Weighted-average common shares outstanding:
Basic	70,971,895			69,678,742		70,750,037			69,472,636
Weighted-average effect of dilutive securities:
Stock options	—			5,151,449		—			5,607,795
Restricted stock and RSU's	—			16,531		—			52,229
Employee stock purchase program	—			—		—			—
Warrants to purchase common stock	—			279,018		—			281,688
Diluted weighted-average common shares outstanding	70,971,895			75,125,740		70,750,037			75,414,348
Net income (loss) attributable to On Deck Capital, Inc. common stockholders per common share:
Basic	$	(0.23	)	$	0.05	$	(0.67	)	$	0.05
Diluted	$	(0.23	)	$	0.05	$	(0.67	)	$	0.04

Diluted loss per common share is the same as basic loss per common share for all loss periods presented because the effect of potentially dilutive items were anti-dilutive given our net losses in those periods. The following common share equivalent securities have been excluded from the calculation of weighted-average common stock outstanding because the effect is anti-dilutive for the periods presented: 

	Three Months Ended September 30,		Nine Months Ended September 30,
	2016	2015	2016	2015
Anti-Dilutive Common Share Equivalents
Warrants to purchase common stock	22,000	22,000	22,000	309,792
Restricted stock units	4,225,480	1,120,030	4,225,480	1,163,580
Employee stock purchase program	40,706	18,176	40,706	18,176
Stock options	11,997,551	5,344,263	11,997,551	10,928,551
Total anti-dilutive common share equivalents	16,285,737	6,504,469	16,285,737	12,420,099

In September 2014 we issued a warrant to purchase 2,206,496 shares of common stock to a strategic partner. The number of exercisable shares is dependent upon performance conditions. On September 30, 2016, a performance condition was not met and the right to purchase 220,650 shares associated with the warrant expired. The right to purchase the remaining shares of common stock associated with the warrant will expire on September 30, 2017 if certain other performance conditions are not met.

The weighted-average exercise price for warrants to purchase 2,007,846 shares of common stock was $10.70 as of September 30, 2016. For the three months and nine months ended September 30, 2016 and 2015 a warrant to purchase 1,985,846 and 2,206,496 shares of common stock, respectively, was excluded from anti-dilutive common share equivalents as performance conditions had not been met.

9

3. Loans Held for Investment and Allowance for Loan Losses

Loans held for investment consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands):

	September 30, 2016		December 31, 2015
Term loans	$	783,803	$	482,596
Lines of credit	105,500		61,194
Total unpaid principal balance	889,303		543,790
Net deferred origination costs	16,024		8,952
Total loans held for investment	$	905,327	$	552,742

On June 15, 2016, we paid $6.7 million to purchase term loans that we previously sold to a third party which are included in the unpaid principal balance of loans held for investment on the unaudited condensed consolidated balance sheets at September 30, 2016.

We include both loans we originate and loans funded by our issuing bank partner and later purchased by us as part of our originations. During the three months ended September 30, 2016 and 2015, we purchased such loans in the amount of $147.3 million and $56.1 million, respectively. During the nine months ended September 30, 2016 and 2015, we purchased such loans in the amount of $381.0 million and $159.6 million, respectively.

The activity in the allowance for loan losses for the three and nine months ended September 30, 2016 and 2015 consisted of the following (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Balance at beginning of period	$	73,849		$	53,052		$	53,311		$	49,804
Provision for loan losses	36,586			16,239			94,294			54,865
Loans charged off	(25,268		)	(18,839		)	(65,411		)	(57,853		)
Recoveries of loans previously charged off	2,201			2,135			5,174			5,771
Allowance for loan losses at end of period	$	87,368		$	52,587		$	87,368		$	52,587

When loans are charged-off, we may continue to attempt to recover amounts from the respective borrowers and guarantors, or pursue our rights through formal legal action. Alternatively, we may sell such previously charged-off loans to a third-party debt collector. The proceeds from these sales are recorded as a component of the recoveries of loans previously charged off. For the three months ended September 30, 2016 and 2015, previously charged-off loans sold accounted for $1.2 million and $1.5 million, respectively, of recoveries of loans previously charged off. For the nine months ended September 30, 2016 and 2015, previously charged-off loans sold accounted for $3.1 million and $4.4 million, respectively, of recoveries of loans previously charged off.

As of September 30, 2016 and December 31, 2015, our off-balance sheet credit exposure related to the undrawn line of credit balances was $149.6 million and $89.1 million, respectively. The related accrual for unfunded loan commitments was $3.8 million and $4.2 million as of September 30, 2016 and December 31, 2015, respectively. Net adjustments to the accrual for unfunded loan commitments are included in general and administrative expenses.

The following table contains information, on a combined basis, regarding the unpaid principal balance of loans we originated and the amortized cost of loans purchased from third parties other than our issuing bank partner related to non-delinquent, paying delinquent and non-paying delinquent loans as of September 30, 2016 and December 31, 2015 (in thousands):

	September 30, 2016		December 31, 2015
Non-delinquent loans	$	810,531	$	486,729
Delinquent: paying (accrual status)	46,736		28,192
Delinquent: non-paying (non-accrual status)	32,036		28,869
Total	$	889,303	$	543,790

The portion of the allowance for loan losses attributable to non-delinquent loans was $45.3 million and $27.0 million, as of September 30, 2016 and December 31, 2015, respectively, while the portion of the allowance for loan losses attributable to delinquent loans was $42.1 million and $26.3 million as of September 30, 2016 and December 31, 2015, respectively.

10

The following table contains information, on a combined basis, regarding the unpaid principal balance of loans we originated and the amortized cost of loans purchased from third parties other than our issuing bank partner by delinquency status as of September 30, 2016 and December 31, 2015 (in thousands):

	September 30, 2016		December 31, 2015
By delinquency status:
Non-delinquent loans	$	810,531	$	486,729
1-14 calendar days past due	23,743		21,360
15-29 calendar days past due	12,045		8,703
30-59 calendar days past due	21,172		10,347
60-89 calendar days past due	12,437		7,443
90 + calendar days past due	9,375		9,208
Total unpaid principal balance	$	889,303	$	543,790

4. Servicing Rights

As of September 30, 2016 and December 31, 2015, we serviced for others term loans with a remaining unpaid principal balance of $233.6 million and $345.9 million, respectively. During the three months ended September 30, 2016 and 2015, we sold through OnDeck Marketplace loans with an unpaid principal balance of $87.5 million and $169.0 million, respectively, and during the nine months ended September 30, 2016 and 2015, we sold loans with an unpaid principal balance of $284.9 million and $404.1 million, respectively.

For the three months ended September 30, 2016 and 2015, we earned servicing revenue of $0.3 million and $1.3 million, respectively. For the nine months ended September 30, 2016 and 2015, we earned servicing revenue of $0.9 million and $2.7 million, respectively.

The following table summarizes the activity related to the fair value of our servicing assets for the three and nine months ended September 30, 2016 and September 30, 2015:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Fair value at the beginning of period	$	1,989		$	78		$	3,489		$	—
Addition:
Servicing resulting from transfers of financial assets	717			1,466			2,272			1,544
Changes in fair value:
Change in inputs or assumptions used in the valuation model	—			972			—			972
Changes in fair value (1)	(1,019		)	(264		)	(4,074		)	(264		)
Fair value at the end of period (Level 3)	$	1,687		$	2,252		$	1,687		$	2,252

  ___________

⁽¹⁾ Represents changes due to collection of expected cash flows through September 30, 2016 and 2015 recognized through other income on the unaudited condensed consolidated statement of operations

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5. Debt

The following table summarizes our outstanding debt as of September 30, 2016 and December 31, 2015 (in thousands):

Description	Type	Maturity Date	Weighted Average Interest Rate at September 30, 2016	September 30, 2016			December 31, 2015
Funding Debt:
ODAST II Agreement	Securitization Facility	May 2020 (1)	4.7%	$	250,000		$	—
ODART Agreement	Revolving	September 2017	3.2%	106,182			42,090
RAOD Agreement	Revolving	May 2017	3.5%	99,985			47,465
PORT Agreement	Revolving	June 2017	2.8%	67,313			59,415
ODAF Agreement	Revolving	August 2019 (2)	7.8%	64,521			—
ODAC Agreement	Revolving	May 2017	9.8%	59,888			27,699
SBAF Agreement	Revolving	Various (3)	6.5%	5,458			12,783
Partner Synthetic Participations	Term	Various (4)	Various	3,575			6,861
ODAP Agreement	Revolving	August 2017 (5)	5.0%	—			8,819
ODAST Agreement (6)	Securitization Facility	May 2018	—%	—			174,980
				656,922			380,112
Deferred Debt Issuance Cost				(5,169		)	(4,222		)
Total Funding Debt				$	651,753		$	375,890
Corporate Debt:
Square 1 Agreement	Revolving	January 2017 (7)	4.5%	$	12,700		$	2,700
Deferred Debt Issuance Cost				—			(5		)
Total Corporate Debt				$	12,700		$	2,695

___________

(1) The period during which remaining cash flow can be used to purchase additional loans expires April 2018.

(2) The period during which new borrowings may be made under this debt facility expires in August 2018.

(3) Maturity dates range from October 2016 through August 2017.

(4) Maturity dates range from October 2016 through June 2018.

(5) The period during which new borrowings may be made under this debt facility expired in August 2016.

(6) This debt facility was terminated in May 2016.

(7) On October 11, 2016 the maturity date was extended to January 2017.

On April 28, 2016, we amended the ODAC Agreement to increase the revolving commitment from an aggregate amount of $50 million to $75 million, increase the interest rate from LIBOR plus 8.25% to LIBOR plus 9.25%, increase in the borrowing base advance rate from 70% to 75% and make certain other related changes.

On May 17, 2016, we, through a wholly-owned subsidiary, OnDeck Asset Securitization Trust II LLC, or the ODAST II, entered into a $250 million asset-backed securitization facility with Deutsche Bank Trust Company Americas, as indenture trustee. The notes under the facility were issued in two classes; Class A in the amount of $211.5 million and Class B in the amount of $38.5 million. The Class A and Class B notes bear interest at a fixed rate of 4.21% and 7.63%, respectively. Interest only payments began in June 2016 and are payable monthly through May 2018. Beginning June 2018, monthly payments will consist of both principal and interest with a final maturity of May 2020. Concurrent with the closing of the ODAST II securitization, we voluntarily prepaid in full $175 million of funding debt outstanding from our prior asset-backed securitization transaction, or the ODAST Agreement. The remaining unamortized deferred issuance costs related to the ODAST Agreement of $1.6 million were written-off and are included within Funding Costs on the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2016.

On June 17, 2016, we, through a wholly-owned subsidiary, amended our existing asset-backed revolving debt facility, or the ODART Agreement, to reintroduce Class B revolving loans from the Class B Revolving Lender resulting in additional funding capacity of $12.4 million, thereby increasing the total revolving commitment from $150 million to $162.4 million, establishing a

12

Class B interest rate equal to LIBOR plus 8%, a borrowing base advance rate for the Class B revolving loans of 92% and make certain other changes.

On August 19, 2016, we, through a wholly-owned subsidiary, entered into a $100 million asset-backed revolving debt facility, or the ODAF Agreement. The commitment bears interest at LIBOR plus 7.25%, has a borrowing base advance rate of up to 80% and matures in August 2019.

6. Fair Value of Financial Instruments

Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

We evaluate our financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. Due to the lack of transparency and quantity of transactions related to trades of servicing rights of comparable loans, we utilize an income valuation technique to estimate fair value. We utilize industry-standard modeling, such as discounted cash flow models, to arrive at an estimate of fair value and may utilize third-party service providers to assist in the valuation process. This determination requires significant judgments to be made.

The following tables present information about our assets that are measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 (in thousands):

	September 30, 2016
Description	Level 1		Level 2		Level 3		Total
Assets:
Servicing assets	$	—	$	—	$	1,687	$	1,687
Total assets	$	—	$	—	$	1,687	$	1,687

	December 31, 2015
Description	Level 1		Level 2		Level 3		Total
Assets:
Servicing assets	$	—	$	—	$	3,489	$	3,489
Total assets	$	—	$	—	$	3,489	$	3,489

There were no transfers between levels during the nine months ended September 30, 2016 or during the year ended December 31, 2015.

The following tables present quantitative information about the significant unobservable inputs used for certain of our Level 3 fair value measurement as of September 30, 2016 and December 31, 2015:

		September 30, 2016
	Unobservable input	Minimum		Maximum		Weighted-Average
Servicing Assets	Discount rate	30.00	%	30.00	%	30.00	%
	Cost of service (1)	0.09	%	0.12	%	0.11	%
	Renewal rate	50.47	%	57.33	%	53.40	%
	Default rate	10.12	%	10.72	%	10.33	%

		December 31, 2015
	Unobservable input	Minimum		Maximum		Weighted-Average
Servicing Assets	Discount rate	30.00	%	30.00	%	30.00	%
	Cost of service (1)	0.09	%	0.09	%	0.09	%
	Renewal rate	31.78	%	53.21	%	53.21	%
	Default rate	6.43	%	10.36	%	10.00	%
(1) Estimated cost of servicing a loan as a percentage of unpaid principal balance

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Changes in certain of the unobservable inputs noted above may have a significant impact on the fair value of our servicing asset. The following table summarizes the effect adverse changes in estimate would have on the fair value of the servicing assets as of September 30, 2016 and December 31, 2015 given hypothetical changes in default rate and cost to service (in thousands):

	September 30, 2016			December 31, 2015
	Servicing Assets
Default rate assumption:
Default rate increase of 25%	$	(107	)	$	(145	)
Default rate increase of 50%	$	(207	)	$	(282	)
Cost to service assumption:
Cost to service increase by 25%	$	(57	)	$	(79	)
Cost to service increase by 50%	$	(114	)	$	(159	)

Assets and Liabilities Disclosed at Fair Value

Because our loans held for investment, loans held for sale and fixed-rate debt are not measured at fair value, we are required to disclose their fair value in accordance with ASC 825. Due to the lack of transparency and comparable loans, we utilize an income valuation technique to estimate fair value. We utilize industry-standard modeling, such as discounted cash flow models, to arrive at an estimate of fair value and may utilize third-party service providers to assist in the valuation process. This determination requires significant judgments to be made.

	September 30, 2016
Description	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets:
Loans held for investment	$	817,959	$	886,816	$	—	$	—	$	886,816
Loans held for sale	986		1,039		—		—		1,039
Total assets	$	818,945	$	887,855	$	—	$	—	$	887,855
Description
Liabilities:
Fixed-rate debt	$	259,033	$	245,852	$	—	$	—	$	245,852
Total fixed-rate debt	$	259,033	$	245,852	$	—	$	—	$	245,852

	December 31, 2015
Description	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets:
Loans held for investment	$	499,431	$	545,740	$	—	$	—	$	545,740
Loans held for sale	706		763		—		—		763
Total assets	$	500,137	$	546,503	$	—	$	—	$	546,503
Description
Liabilities:
Fixed-rate debt	$	194,624	$	190,411	$	—	$	—	$	190,411
Total fixed-rate debt	$	194,624	$	190,411	$	—	$	—	$	190,411

The following techniques and assumptions are used in estimating fair value:

Loans held for investment and loans held for sale - Fair value is based on discounted cash flow models which contain certain unobservable inputs such as discount rate, renewal rate and default rate.

Fixed-rate debt - Our ODAST Agreement, ODAST II Agreement, SBAF Agreement and Partner Synthetic Participations are considered fixed-rate debt. Fair value of our fixed-rate debt is based on a discounted cash flow model with the discount

14

rate being an unobservable input. On May 17, 2016, we voluntarily prepaid in full all amounts due under the ODAST Agreement and simultaneously entered into the ODAST II Agreement.

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7. Noncontrolling Interest

The following table summarizes changes in equity, including the equity attributable to noncontrolling interests, for the nine months ended September 30, 2016 and September 30, 2015:

	Nine Months Ended September 30, 2016
	On Deck Capital, Inc.'s stockholders' equity			Noncontrolling interest			Total
Balance as of January 1, 2016	$	322,813		$	6,609		$	329,422
Net income (loss)	(47,102		)	(1,920		)	(49,022		)
Stock-based compensation (1)	11,399			—			11,399
Employee stock purchase plan	3,996			—			3,996
Cumulative translation adjustment	216			177			393
Exercise of options and warrants	168			—			168
Purchase of shares for treasury	(576		)	—			(576		)
Balance at September 30, 2016	290,914			4,866			295,780
Comprehensive income (loss):
Net income (loss)	(47,102		)	(1,920		)	(49,022		)
Other comprehensive income (loss):
Foreign currency translation adjustment	216			177			393
Comprehensive income (loss)	$	(46,886	)	$	(1,743	)	$	(48,629	)

	Nine Months Ended September 30, 2015
	On Deck Capital, Inc.'s stockholders' equity			Noncontrolling interest			Total
Balance as of January 1, 2015	$	310,605		$	—		$	310,605
Net income (loss)	3,370			(458		)	2,912
Stock-based compensation	8,065			—			8,065
OnDeck Australia capitalization	—			6,870			6,870
Exercise of options and warrants	2,422			—			2,422
Cumulative translation adjustment	(669		)	(546		)	(1,215		)
Other	(183		)	—			(183		)
Balance at September 30, 2015	323,610			5,866			329,476
Comprehensive income (loss):
Net income (loss)	3,370			(458		)	2,912
Other comprehensive income (loss):
Foreign currency translation adjustment	(669		)	(546		)	(1,215		)
Comprehensive income (loss)	$	2,701		$	(1,004	)	$	1,697

___________

⁽¹⁾ Includes only the amount of stock-based compensation recognized through additional paid-in capital and does not include stock-based compensation from the employee stock purchase plans.

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In the second quarter of 2015, we acquired a 55% interest in On Deck Capital Australia PTY LTD, or OnDeck Australia, with the remaining 45% owned by unrelated third parties. Additionally, in the third quarter of 2015, we acquired a 67% interest in an entity with the remaining 33% owned by an unrelated third party strategic partner for the purpose of providing small business loans to customers of the third party. We consolidate the financial position and results of operations of these entities. The noncontrolling interest, which is presented as a separate component of our consolidated equity, represents the minority owner's proportionate share of the equity of the jointly owned entities. The noncontrolling interest is adjusted for the minority owner's share of the earnings, losses, investments and distributions.

8. Stock-Based Compensation

Options

The following table summarizes option activity for the nine months ended September 30, 2016:

	Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2016	10,711,324		$	6.16
Granted	2,022,999		$	5.98
Exercised	(420,846	)	$	0.59
Forfeited	(234,919	)	$	9.47
Expired	(81,007	)	$	12.59
Outstanding at September 30, 2016	11,997,551		$	6.20	7.57	$	25,101
Exercisable at September 30, 2016	6,629,040		$	4.51	6.74	$	21,610
Vested or expected to vest as of September 30, 2016	11,721,660		$	6.16	7.57	$	25,063

Total compensation cost related to unvested option awards not yet recognized as of September 30, 2016 was $19.3 million and will be recognized over a weighted-average period of approximately 2.47 years. The aggregate intrinsic value of employee options exercised during the three months ended September 30, 2016 and 2015 was $0.9 million and $1.8 million, respectively. The aggregate intrinsic value of employee options exercised during the nine months ended September 30, 2016 and 2015 was $2.4 million and $9.7 million, respectively.

Restricted Stock Units

The following table summarizes activity in our RSUs and PRSUs during the nine months ended September 30, 2016:

	Number of RSUs		Weighted-Average Grant Date Fair Value
Unvested at January 1, 2016	1,853,452		$	12.85
RSUs and PRSUs granted	2,991,803		$	6.62
RSUs vested	(292,595	)	$	14.88
RSUs forfeited/expired	(327,180	)	$	10.52
Unvested at September 30, 2016	4,225,480		$	8.48
Expected to vest after September 30, 2016	3,438,805		$	9.17

During the nine months ended September 30, 2016, in addition to granting RSUs, we also granted 194,207 PRSUs with a grant date fair value of $5.95. For each of the three annual performance periods, one-third (1/3) of the total PRSUs may vest depending upon achievement of performance-based targets. Participants have the ability to earn up to 150% of the baseline award based on certain levels of achievement in excess of the relevant target performance level or could earn less than the baseline award, or nothing at all, based on certain levels of achievement below the relevant target performance level. Measurement of performance is based on a twelve-month period ending June 30 of each year. Performance goals have yet to be established for the twelve-month performance periods ending June 30, 2018 and June 30, 2019.

As of September 30, 2016, there was $23.9 million of unrecognized compensation cost related to unvested RSUs and PRSUs, which is expected to be recognized over the next 3.15 years.

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Stock-based compensation expense related to stock options, RSUs, PRSUs and the 2014 Employee Stock Purchase Plan are included in the following line items in our accompanying consolidated statements of operations for the three and nine months ended September 30, 2016 and 2015 (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Sales and marketing	$	920	$	1,012	$	2,749	$	2,180
Technology and analytics	793		778		2,437		1,719
Processing and servicing	227		227		781		530
General and administrative	1,821		1,690		5,456		3,636
Total	$	3,761	$	3,707	$	11,423	$	8,065

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9. Commitments and Contingencies

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents, restricted cash and loans. We hold cash, cash equivalents and restricted cash in accounts at regulated domestic financial institutions in amounts that exceed or may exceed FDIC insured amounts and at non-U.S. financial institutions where deposited amounts may be uninsured. We believe these institutions to be of acceptable credit quality and we have not experienced any related losses to date.

Contingencies

Two separate putative class actions were filed in August 2015 in the United States District Court for the Southern District of New York against us, certain of our executive officers, our directors and certain or all of the underwriters of our initial public offering. The suits allege that the registration statement and prospectus for our initial public offering contained materially false and misleading statements regarding, or failed to disclose, certain information in violation of the Securities Act of 1933, as amended. The suits seek a determination that the case is a proper class action and/or certification of the plaintiff as a class representative, rescission or a rescissory measure of damages and/or unspecified damages, interest, attorneys’ fees and other fees and costs. On February 18, 2016, the court issued an order (1) consolidating the two cases, (2) selecting the lead plaintiff and (3) appointing lead class counsel.  On March 18, 2016, the lead plaintiff filed an amended complaint. In accordance with the court approved schedule for the case as modified by the court, on June 13, 2016 we filed a motion to dismiss the case and on September 9, 2016, the lead plaintiff filed his opposition to the motion to dismiss. On September 26, 2016, the lead plaintiff filed a notice of voluntary dismissal of the consolidated cases without prejudice as to all parties, which was so ordered by the court on September 28, 2016.

From time to time we are subject to other legal proceedings and claims in the ordinary course of business. The results of such matters cannot be predicted with certainty. However, we believe that the final outcome of any such current matters will not result in a material adverse effect on our consolidated financial condition, consolidated results of operations or consolidated cash flows.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this report and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission, or SEC, on March 3, 2016. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Cautionary Note Regarding Forward-Looking Statements” below for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other legal authority. These forward-looking statements concern our operations, economic performance, financial condition, goals, beliefs, future growth strategies, objectives, plans and current expectations.

Forward-looking statements appear throughout this report, including in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements can generally be identified by words such as “will,” “enables,” “expects,” “intends,” “may,” “allows,” “plans,” “continues,” “believes,” “anticipates,” “estimates” or similar expressions.

Forward-looking statements are neither historical facts nor assurances of future performance. They are based only on our current beliefs, expectations and assumptions regarding the future of our business, anticipated events and trends, the economy and other future conditions. As such, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and in many cases outside our control. Therefore, you should not rely on any of these forward-looking statements. Our expected results may not be achieved, and actual results may differ materially from our expectations.

Important factors that could cause or contribute to such differences include risks relating to: our ability to attract potential customers to our platform; the degree to which potential customers apply for loans, are approved and borrow from us; anticipated trends, growth rates, originations and challenges in our business and in the markets in which we operate; the ability of our customers to repay loans and our ability to accurately assess credit worthiness; our ability to adequately reserve for loan losses; our liquidity and working capital requirements,including the availability and pricing of new debt facilities, extensions and increases to existing debt facilities, increases in our corporate line of credit, securitizations and Marketplace sales to fund our existing operations and planned growth, including the consequences of having inadequate resources to fund additional loans or draws on lines of credit; our reliance on our third-party service providers and the effect on our business of originating loans without third-party funding sources; the impact of increased utilization of cash or incurred debt to fund originations; the effect on our business of utilizing cash for voluntary loan purchases from third parties; the effect on our business of the current credit environment and increases in interest rate benchmarks; our continuing compliance measures related to our funding advisor channel and their impact; changes in our product distribution channel mix and/or our funding mix; our ability to anticipate market needs and develop new and enhanced offerings to meet those needs; interest rates and origination fees on loans; maintaining and expanding our customer base; the impact of competition in our industry and innovation by our competitors; our anticipated growth and growth strategies, including the possible introduction of new products and possible expansion into new international markets, and our ability to effectively manage that growth; our reputation and possible adverse publicity about us or our industry; the availability and cost of our funding,including challenges faced by the expiration of existing debt facilities; the impact on our business of funding loans from our cash reserves; locating funding sources for new loan products that are ineligible for funding under our existing credit or securitization facilities and the possibility of reducing originations of these loan types; the effect of potential selective pricing increases; our expected utilization of OnDeck Marketplace and the available Marketplace premiums; our failure to anticipate or adapt to future changes in our industry; our ability to hire and retain necessary qualified employees; the lack of customer acceptance or failure of our products; our ability to offer loans to our small business customers that have terms that are competitive with alternative sources of capital; our ability to issue new loans to existing customers that seek additional capital; the evolution of technology affecting our offerings and our markets; our compliance with applicable local, state and federal and non-U.S. laws, rules and regulations and their application and interpretation, whether existing, modified or new; our ability to adequately protect our intellectual property; the effect of litigation or other disputes to which we are or may be a party; the increased expenses and administrative workload associated with being a public company; failure to maintain an effective system of internal controls necessary to accurately report our financial results and prevent fraud; the estimates and estimate methodologies used in preparing our consolidated financial statements; the future trading prices of our common stock, the impact of securities analysts’ reports and shares eligible for future sale on these prices; our ability to prevent or discover security breaks, disruption in service and comparable

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events that could compromise the personal and confidential information held in our data systems, reduce the attractiveness of our platform or adversely impact our ability to service our loans; and other risks, including those described in“Part I - Item 1A. Risk Factors”in our most recent Annual Report on Form 10-K and in "Part II - Item 1A. Risk Factors" in this report, as well as other documents that we file with the SEC from time to time which are available on the SEC website atwww.sec.gov.

Except as required by law, we undertake no duty to update any forward-looking statements. Readers are also urged to carefully review and consider all of the information in this report, as well as the other documents we make available through the SEC’s website.

When we use the terms “OnDeck,” the “Company,” “we,” “us” or “our” in this report, we are referring to On Deck Capital, Inc. and its consolidated subsidiaries unless the context requires otherwise.

OnDeck, the OnDeck logo, OnDeck Score, OnDeck Marketplace and other trademarks or service marks of OnDeck appearing in this report are the property of OnDeck. Trade names, trademarks and service marks of other companies appearing in this report are the property of their respective holders. We have generally omitted the ®, ™ and other designations, as applicable, in this report.

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Overview

We are a leading online platform for small business lending. We are seeking to transform small business lending by making it efficient and convenient for small businesses to access capital. Enabled by our proprietary technology and analytics, we aggregate and analyze thousands of data points from dynamic, disparate data sources to assess the creditworthiness of small businesses rapidly and accurately. Small businesses can apply for a term loan or line of credit on our website in minutes and, using our proprietary OnDeck Score®, we can make a funding decision immediately and transfer funds as fast as the same day. We have originated more than $5 billion of loans since we made our first loan in 2007. Our loan originations have increased at a compound annual growth rate of 60% from 2013 to 2015 and had year-over-year growth rates of 27% and 34% for the three months and nine months ended September 30, 2016.

We generate the majority of our revenue through interest income and fees earned on the term loans we retain. Our term loans, which we offer in principal amounts ranging from $5,000 to $500,000 and with maturities of 3 to 36 months, feature fixed dollar repayments. Our lines of credit range from $6,000 to $100,000, and are repayable within six or 12 months of the date of the latest funds draw. We earn interest on the balance outstanding and lines of credit are subject to a monthly fee unless the customer makes a qualifying minimum draw, in which case it is waived for the first six months. In September 2015, in response to what we believe to be the unmet demand of larger, higher credit quality businesses, we began offering term loans up to $500,000 with terms as long as 36 months as compared to our previous limits of $250,000 and 24 months. We also increased the maximum size of our line of credit from $25,000 to $100,000. In October 2013, we began generating revenue by selling some of our term loans to third-party institutional investors through our OnDeck Marketplace®. The balance of our revenue comes from our servicing and other fee income, which primarily consists of fees we receive for servicing loans owned by third-parties and marketing fees from our issuing bank partner.

We rely on a diversified set of funding sources for the capital we lend to our customers. Our primary source of this capital has historically been debt facilities with various financial institutions. We have also used proceeds from operating cash flow to fund loans in the past and continue to finance a portion of our outstanding loans with these funds. As of September 30, 2016, we had $656.9 million of funding debt principal outstanding and $796.5 million total borrowing capacity under such debt facilities. During the third quarter of 2016 and 2015, we sold approximately $89.9 million and $173.7 million, respectively, while for the nine months ended September 30,2016 and 2015, we sold $292.9 million and $415.8 million, respectively, of loans to OnDeck Marketplace investors. In May 2016, we completed a second securitization transaction, pursuant to which we issued $250 million initial principal amount of asset-backed notes secured by a revolving pool of OnDeck small business loans. This represents an increase of $75 million over our first securitization transaction in May 2014. Additionally, in August 2016, we established a new asset-backed revolving debt facility providing a commitment of up to $100 million. Of the total principal outstanding as of September 30, 2016, including our loans held for investment and loans held for sale, plus loans sold to OnDeck Marketplace investors which had a balance remaining as of September 30, 2016, 21% were funded via OnDeck Marketplace investors, 44% were funded via our debt facilities, 25% were financed via proceeds raised from our securitization transaction and 10% were funded via our own equity.

We originate loans throughout the United States, Canada and Australia, although, to date, substantially all of our revenue has been generated in the United States. These loans are originated through our direct marketing, including direct mail, social media and other online marketing channels. We also originate loans through our outbound sales team, referrals from our strategic partners, including banks, payment processors and small business-focused service providers, and through funding advisors who advise small businesses on available funding options.

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Key Financial and Operating Metrics

We regularly monitor a number of metrics in order to measure our current performance and project our future performance. These metrics aid us in developing and refining our growth strategies and making strategic decisions. Beginning with the three months ended March 31, 2016, we refined the calculation of Effective Interest Yield, or EIY, and certain related definitions to reflect the substantial growth and impact of OnDeck Marketplace and to present EIY on a business day adjusted basis. In addition, effective January 1, 2016, we adopted a new requirement in accordance with accounting principles generally accepted in the United States of America, or GAAP, regarding the presentation of debt issuance costs. All revisions have been applied retrospectively.

	As of or for the Three Months Ended September 30,						As of or for the Nine Months Ended September 30,
	2016			2015			2016			2015
	(dollars in thousands)						(dollars in thousands)
Originations	$	612,557		$	482,653		$	1,771,906		$	1,317,672
Unpaid Principal Balance	$	889,303		$	504,314		$	889,303		$	504,314
Average Loans	$	856,303		$	541,151		$	748,997		$	541,808
Average Interest Earning Assets	$	841,270		$	531,223		$	735,825		$	529,756
Loans Under Management	$	1,123,863		$	781,357		$	1,123,863		$	781,357
Average Loans Under Management	$	1,087,641		$	748,266		$	1,015,768		$	687,844
Effective Interest Yield	32.8		%	34.8		%	33.4		%	36.1		%
Marketplace Gain on Sale Rate	3.0		%	9.7		%	4.3		%	8.5		%
Average Funding Debt Outstanding	$	597,678		$	351,675		$	505,406		$	364,742
Cost of Funds Rate	5.7		%	5.8		%	5.9		%	5.5		%
Provision Rate	6.9		%	5.1		%	6.4		%	5.9		%
Reserve Ratio	9.8		%	10.4		%	9.8		%	10.4		%
15+ Day Delinquency Ratio	6.2		%	7.5		%	6.2		%	7.5		%

Originations

Originations represent the total principal amount of the term loans we made during the period, plus the total amount drawn on lines of credit during the period. Many of our repeat term loan customers renew their term loan before their existing term loan is fully repaid. In accordance with industry practice, originations of such repeat term loans are presented as the full renewal loan principal, rather than the net funded amount, which would be the renewal term loan’s principal net of the unpaid principal balance on the existing term loan. Loans referred to, and funded by, our issuing bank partner and later purchased by us are included as part of our originations.

Unpaid Principal Balance

Unpaid Principal Balance represents the total amount of principal outstanding of term loans held for investment, amounts outstanding under lines of credit and the amortized cost of loans purchased from third parties other than our issuing bank partner at the end of the period. It excludes net deferred origination costs, allowance for loan losses and any loans sold or held for sale at the end of the period.

Average Loans

Average Loans for the period is the average of the sum of loans held for investment and loans held for sale as of the beginning of the period and as of the end of each month in the period.

Average Interest Earning Assets

Average Interest Earning Assets is calculated as the average of the Unpaid Principal Balance plus the amount of principal outstanding of loans held for sale based on the beginning of the period and as of the end of each month in the period.

Loans Under Management

Loans Under Management represents the Unpaid Principal Balance plus the amount of principal outstanding of loans held for sale, excluding net deferred origination costs, plus the amount of principal outstanding of term loans we serviced for others at the end of the period.

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Average Loans Under Management

Average Loans Under Management for the period is the average of Loans Under Management at the beginning of the period and the end of each month in the period.

Effective Interest Yield

Effective Interest Yield is the rate of return we achieve on loans outstanding during a period. It is calculated as our business day adjusted annualized interest income divided by Average Loans. Annualization is based on 252 business days per year, which is weekdays per year less U.S. Federal Reserve Bank holidays.

Net deferred origination costs in loans held for investment and loans held for sale consist of deferred origination fees and costs. Deferred origination fees include fees paid up front to us by customers when loans are funded and decrease the carrying value of loans, thereby increasing the Effective Interest Yield earned. Deferred origination costs are limited to costs directly attributable to originating loans such as commissions, vendor costs and personnel costs directly related to the time spent by the personnel performing activities related to loan origination and increase the carrying value of loans, thereby decreasing the Effective Interest Yield earned.

Recent pricing trends are discussed under the subheading “Key Factors Affecting Our Performance - Pricing.”

Marketplace Gain on Sale Rate

Marketplace Gain on Sale Rate equals our gain on sale revenue from loans sold through OnDeck Marketplace divided by the carrying value of loans sold, which includes both unpaid principal balance sold and the remaining carrying value of the net deferred origination costs. A portion of loans regularly sold through OnDeck Marketplace are or may be loans which were initially designated as held for investment upon origination. The portion of such loans sold in a given period may vary materially depending upon market conditions and other circumstances.

Average Funding Debt Outstanding

Funding debt outstanding is the debt that we incur to support our lending activities and does not include our corporate debt. Average Funding Debt Outstanding for the period is the average of the funding debt outstanding as of the beginning of the period and as of the end of each month in the period. Additionally, in accordance with Financial Accounting Standards Board’s update to ASC 835-30, which was effective January 2016 and applied retrospectively, deferred debt issuance costs are presented as a direct deduction from the carrying value of the associated debt.

Cost of Funds Rate

Cost of Funds Rate is our funding cost, which is the interest expense, fees and amortization of deferred debt issuance costs we incur in connection with our lending activities across all of our debt facilities, divided by Average Funding Debt Outstanding. For full years, it is calculated as our funding cost divided by Average Funding Debt Outstanding and for interim periods it is calculated as our annualized funding cost for the period divided by Average Funding Debt Outstanding.

Provision Rate

Provision Rate equals the provision for loan losses divided by the new originations volume of loans held for investment, net of originations of sales of such loans within the period. Because we reserve for probable credit losses inherent in the portfolio upon origination, this rate is significantly impacted by the expectation of credit losses for the period’s originations volume. This rate may also be impacted by changes in loss expectations for loans originated prior to the commencement of the period.

The denominator of the Provision Rate formula includes the new originations volume of loans held for investment, net of originations of sales of such loans within the period. However, the numerator reflects only the additional provision required to provide for loan losses on the net funded amount during such period. Therefore, all other things equal, an increased volume of loan rollovers and line of credit repayments and re-borrowings in a period will reduce the Provision Rate.

A portion of loans regularly sold through OnDeck Marketplace are or may be loans which were initially designated as held for investment upon origination. The portion of such loans sold in a given period may vary materially depending upon market conditions and other circumstances.

The Provision Rate is not directly comparable to the net cumulative lifetime charge-off ratio because (i) the Provision Rate reflects estimated losses at the time of origination while the net cumulative lifetime charge-off ratio reflects actual charge-offs, (ii) the Provision Rate includes provisions for losses on both term loans and lines of credit while the net cumulative lifetime charge-off ratio reflects only charge-offs related to term loans and (iii) the Provision Rate for a period reflects the provision for losses related to all loans held for investment while the net cumulative lifetime charge-off ratio reflects lifetime charge-offs of term loans related to a particular cohort of term loans.

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Reserve Ratio

Reserve Ratio is our allowance for loan losses as of the end of the period divided by the Unpaid Principal Balance as of the end of the period.

15+ Day Delinquency Ratio

15+ Day Delinquency Ratio equals the aggregate Unpaid Principal Balance for our loans that are 15 or more calendar days past due as of the end of the period as a percentage of the Unpaid Principal Balance. The Unpaid Principal Balance for our loans that are 15 or more calendar days past due includes loans that are paying and non-paying. Because the majority of our loans require daily repayments, excluding weekends and holidays, they may be deemed delinquent more quickly than loans from traditional lenders that require only monthly payments.

15+ Day Delinquency Ratio is not annualized, but reflects balances as of the end of the period.

Non-GAAP Financial Measures

We believe that the provision of non-GAAP metrics in this report can provide a useful measure for period-to-period comparisons of our core business and useful information to investors and others in understanding and evaluating our operating results. However, non-GAAP metrics are not calculated in accordance with GAAP, and should not be considered an alternative to any measures of financial performance calculated and presented in accordance with GAAP. Other companies may calculate these non-GAAP metrics differently than we do.

Adjusted EBITDA

Adjusted EBITDA represents our net income (loss), adjusted to exclude interest expense associated with debt used for corporate purposes (rather than funding costs associated with lending activities), income tax expense, depreciation and amortization and stock-based compensation expense. Stock-based compensation includes employee compensation as well as compensation to third-party service providers.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not reflect the potentially dilutive impact of stock-based compensation; and

• Adjusted EBITDA does not reflect interest associated with debt used for corporate purposes or tax payments that may represent a reduction in cash available to us.

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for each of the periods indicated:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016			2015
	(in thousands)					(in thousands)
Reconciliation of Net Income (Loss) to Adjusted EBITDA
Net income (loss)	$	(17,173	)	$	3,507	$	(49,022	)	$	2,912
Adjustments:
Interest expense	111			70		186			250
Income tax expense	—			—		—			—
Depreciation and amortization	2,452			1,678		6,887			4,621
Stock-based compensation expense	3,761			3,707		11,423			8,065
Adjusted EBITDA	$	(10,849	)	$	8,962	$	(30,526	)	$	15,848

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Adjusted Net Income (Loss)

Adjusted Net Income (Loss) represents our net income (loss) adjusted to exclude stock-based compensation expense, each on the same basis and with the same limitations as described above for Adjusted EBITDA, and net loss attributable to noncontrolling interest.

The following table presents a reconciliation of net income (loss) to Adjusted Net Income (Loss) for each of the periods indicated:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016			2015
	(in thousands)					(in thousands)
Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss)
Net income (loss)	$	(17,173	)	$	3,507	$	(49,022	)	$	2,912
Adjustments:
Net loss attributable to noncontrolling interest	539			226		1,920			458
Stock-based compensation expense	3,761			3,707		11,423			8,065
Adjusted Net Income (Loss)	$	(12,873	)	$	7,440	$	(35,679	)	$	11,435

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Key Factors Affecting Our Performance

Originations

For the three months ended September 30, 2016, as compared to the three months ended September 30, 2015, the growth in originations was driven by business from repeat customers, increased average loan size and the addition of new customers. During the third quarter of 2016, total originations grew 27% as compared to the prior year period, to $612.6 million. In addition, during the third quarter of 2016, the outstanding balance of our lines of credit increased. Line of credit originations made up 15.4% and 9.2% of total dollar originations in the third quarter of 2016 and 2015, respectively.

The number of weekends and holidays in a period can impact our business. Many small businesses tend to apply for loans on weekdays, and such businesses may be closed at least part of a weekend and on holidays. In addition, our loan fundings and automated customer loan repayments only occur on weekdays (excluding bank holidays).

We anticipate that our future growth will continue to depend, in part, on attracting new customers. We plan to continue our sales and marketing spending to attract these customers, while controlling for cost per customer acquisition, and we also plan to increase our analytics spending to better identify potential customers. Collective originations through our direct and strategic partner channels made up 73% and 76% of total originations from all customers for the three months ended September 30, 2016 and 2015, respectively. We plan to continue investing in direct marketing and sales, increasing our brand awareness and growing our strategic partnerships.

The following tables summarize the percentage of loans made to all customers originated by our three distribution channels for the periods indicated. From time to time, management is required to make judgments to determine customers' appropriate channel distribution.

	Three Months Ended September 30,				Nine Months Ended September 30,
Percentage of Originations (Number of Loans)	2016		2015		2016		2015
Direct and Strategic Partner	79.8	%	81.4	%	80.3	%	79.3	%
Funding Advisor	20.2	%	18.6	%	19.7	%	20.7	%

	Three Months Ended September 30,				Nine Months Ended September 30,
Percentage of Originations (Dollars)	2016		2015		2016		2015
Direct and Strategic Partner	73.0	%	75.5	%	73.1	%	71.8	%
Funding Advisor	27.0	%	24.5	%	26.9	%	28.2	%

We originate term loans and lines of credit to customers who are new to OnDeck as well as to repeat customers. New originations are defined as new term loan originations plus all line of credit draws in the period, including subsequent draws on existing lines of credit. Renewal originations include term loans only. We believe our ability to increase adoption of our offerings within our existing customer base will be important to our future growth. A component of our future growth will include increasing the length of our customer life cycle by expanding our offerings. We believe our significant number of repeat customers is primarily due to our high levels of customer service and continued improvement in products and services. Repeat customers generally account for our highest quality loans, given that successful repayment of an initial loan is a positive indicator of future credit performance, and OnDeck has more data about a repeat loan applicant than a new loan applicant. From our 2013 customer cohort, customers who took at least three term loans grew their revenue and bank balance on average by 28% and 50%, respectively, from their initial loan to their third term loan. Similarly, from our 2014 customer cohort, customers who took at least three term loans grew their revenue and bank balance on average by 30% and 57%, respectively. In the third quarter of 2016, 22.1% percent of our origination volume from repeat customers was attributable to unpaid principal balance rolled from existing term loans directly into such repeat originations. In order for a current customer to qualify for a new term loan while a term loan payment obligation remains outstanding, the customer must pass the following standards:

• the business must be approximately 50% paid down on its existing term loan;

• the business must be current on its outstanding OnDeck loan(s) with no material delinquency history; and

• the business must be fully re-underwritten and determined to be of adequate credit quality.

The extent to which we generate repeat business from our customers will be an important factor in our continued revenue growth and our visibility into future revenue. In conjunction with repeat borrowing activity, our customers also tend to increase their subsequent loan size compared to their initial loan size. In the fourth quarter of 2014, we introduced the ability for our customers to carry a term loan and line of credit concurrently, which we believe will continue to enhance our ability to generate repeat business going forward.

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We reserve for probable credit losses inherent in the portfolio upon origination, and as a result, the Provision Rate is significantly impacted by the expectation of credit losses for the period’s originations volume as well as changes in the expected performance of our seasoned loan portfolio. For the three months ended September 30, 2016, the Provision Rate was 6.9% as compared to 6.3% for the three months ended June 30, 2016. The increase in the rate was primarily the result of a build of loss reserves for term loans originated in prior periods, generally reflecting an increase in delinquency roll rates from historically low levels. As a percentage of Unpaid Principal Balance, non-delinquent loans were approximately 91% and 92% as of September 30, 2016 and June 30, 2016, respectively.

Pricing

Customer pricing is determined primarily based on the customer’s OnDeck Score, the loan term, the customer type (new or repeat) and origination channel. Loans originated through the direct and strategic partner channels are generally priced lower than loans originated through the funding advisor channel due to the higher commissions paid to funding advisors.

Our customers generally pay between $0.003 and $0.04 per month in interest for every dollar they borrow under one of our term loans, with the actual amount typically driven by the length of term of the particular loan. In general, our term loans have been primarily quoted in “Cents on Dollar,” or COD, and lines of credit are quoted in annual percentage rate, or APR. Given the use case and payback period associated with our shorter term offerings, we believe many of our customers prefer to understand pricing on a “dollars in, dollars out” basis and are primarily focused on total payback cost.

We believe that our pricing has historically fallen between traditional bank loans to small businesses and certain non-bank small business financing alternatives such as merchant cash advances. The weighted average pricing on our originations has generally declined over time as measured by both average “Cents on Dollar” borrowed per month and APR as shown in the table below.

	Q3 2016	Q2 2016	Q1 2016	Q4 2015	Q3 2015	Q2 2015	Q1 2015	2014	2013
Weighted Average Term Loan “Cents on Dollar”  Borrowed, per Month	1.85¢	1.75¢	1.78¢	1.82¢	1.86¢	2.04¢	2.15¢	2.32¢	2.65¢
Weighted Average APR - Term Loans and Lines of Credit	42.1%	40.2%	40.6%	41.4%	42.7%	46.5%	49.3%	54.4%	63.4%

We attribute this general pricing shift to longer average loan term lengths, increased originations from our lower cost direct and strategic partner channels as a percentage of total originations, the growth of our line of credit offering which is generally priced at lower APR levels than our term loans, and the introduction of our customer loyalty program in the first half of 2015. Our customer loyalty program reduces APR for qualifying repeat customers, who historically have exhibited stronger credit characteristics than new customers, demonstrated successful loan history by paying down previous loans and generated stronger unit economics in part due to the lower customer acquisition cost, or CAC, of a repeat customer. This aligns with our goal of building long-term relationships with our customers. During the third quarter of 2016, we implemented selective price increases which increased our weighted average COD and weighted average APR. We intend to continue to manage the pricing of our loans to optimize between risk-adjusted yields and loan origination volume.

“Cents on Dollar” borrowed reflects the total interest to be paid by a customer to us for each dollar of principal borrowed, and does not include the loan origination fee. As of September 30, 2016, the APRs of our term loans outstanding ranged from 9.1% to 99.0% and the APRs of our lines of credit outstanding ranged from 13.0% to 39.9%. Because many of our loans are short term in nature and APR is calculated on an annualized basis, we believe that small business customers tend to understand and evaluate term loans, especially those of a year or less, primarily on a COD borrowed or similar dollar cost basis (expressing the cost of borrowing in dollar terms), rather than APR.  While annualized rates like APR may help a borrower compare similar loan options, an annualized rate may be less useful, especially for loans of 12 months or less, because it is sensitive to duration.  For loans of 12 months or less, small differences in loan term can yield large changes in the associated APR, which may make comparisons and understanding of total dollar interest cost more difficult.  In order to provide our customers with additional information, however, we are adopting the recently announced SMART (Straightforward Metrics Around Rate and Total cost) Box, a model pricing disclosure and comparison tool introduced by the Innovative Lending Platform Association of which we are a founding member. Among other things, the SMART Box will include APR disclosure.

The table above provides APRs for prior periods as supplemental information for comparative purposes.  Historically, we have not used APR as an internal metric to evaluate performance of our business or as a basis to compensate our employees or to measure their performance. The interest on commercial business loans is also tax deductible as permitted by law compared to

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typical personal loans which do not provide a tax deduction. APR does not give effect to the small business customer’s possible tax deductions and cash savings associated with business related interest expenses.

We consider EIY as a key pricing metric. EIY is the rate of return we achieve on loans outstanding during a period. Our EIY differs from APR in that it takes into account deferred origination fees and deferred origination costs. Deferred origination fees include fees paid up front to us by customers when loans are funded and decrease the carrying value of loans, thereby increasing the EIY. Deferred origination costs are limited to costs directly attributable to originating loans such as commissions, vendor costs and personnel costs directly related to the time spent by the personnel performing activities related to loan origination and increase the carrying value of loans, thereby decreasing the EIY.

In addition to individual loan pricing and the number of days in a period, there are many other factors that can affect EIY, including:

• Channel Mix - In general, loans originated from the direct and strategic partner channels have lower EIYs than loans from the funding advisor channel primarily due to their lower rates, lower acquisition costs and lower loss rates.  The direct and strategic partner channels have, in the aggregate, made up 73% and 76% of total originations during the three months ended September 30, 2016 and 2015, respectively. We expect the combined direct and strategic partner channels' percentage of originations to remain generally comparable in the near-term.

• Term Mix - In general, term loans with longer durations have lower annualized interest rates.  Despite lower EIYs, total revenues from customers with longer loan durations are typically higher than the revenue of customers with shorter-term, higher EIY loans because total payback is typically higher compared to a shorter length term for the same principal loan amount.  Since the introduction of our 24-month and 36-month term loans, the average length of term loan originations has increased to 13.1 from 12.3 months for the three months ended September 30, 2016 and September 30, 2015, respectively.

• Customer Type Mix - In general, loans originated from repeat customers have lower EIYs than loans from new customers.  This is primarily due to the fact that repeat customers typically have a higher OnDeck Score and are therefore deemed to be lower risk.  In addition, repeat customers are more likely to be approved for longer term lengths than new customers given their established payment history and lower risk profiles. Finally, origination fees are generally reduced or waived for repeat term loan customers, contributing to lower EIYs. Our level of repeat customer originations in the third quarter of 2016 decreased compared to the third quarter of 2015, but remained greater than 50%.

• Product Mix - In general, loans originated from line of credit customers have lower EIYs than loans from term loan customers.  This is primarily due to the fact that lines of credit are expected to have longer lifetime usage than term loans, enabling more time to recoup upfront acquisition costs.  For the third quarter of 2016, the average line of credit APR was 32.5%, compared to the average term loan APR which was 42.9%.  Further, draws from line of credit customers have increased to 15.4% from 9.2% of total dollar originations in the third quarter of 2016 and 2015, respectively.

• Competition - During 2015, new lenders entered the online lending market. During the first three quarters of 2016, we believe the number of new entrants into the market as well as the amount of funding invested in these competitors from private equity or venture capital sources slowed. At the same time, more traditional small business lenders such as banks have and may continue to enter the space. As these trends evolve, competitors may attempt to obtain new customers by pricing term loans and lines of credit below prevailing market rates. This could cause downward pricing pressure as these new entrants attempt to win new customers even at the cost of pricing loans below market rates, or even at rates resulting in net losses to them. While we recognize that there has been increased competition in the market of small business loans, we believe only a small portion of our period over period EIY decline is a result of increased competition.

Since 2013, as part of our continuing initiative to reduce pricing while controlling risk, our EIY has generally declined.

Effective Interest Yield
Q3 2016	Q2 2016	Q1 2016	Q4 2015	Q3 2015	Q2 2015	Q1 2015
32.8%	33.3%	34.5%	34.2%	34.8%	35.9%	37.6%

We expect EIY to stabilize in the short term and increase thereafter as our portfolio shifts towards our higher yielding offerings and as we continue to manage the pricing of our loans to optimize between risk-adjusted yields and loan origination volume.

Sale of Whole Loans through OnDeckMarketplace

We sell whole loans to institutional investors through OnDeck Marketplace. Marketplace originations are defined as loans that are sold through OnDeck Marketplace in the period or are held for sale at the end of the period. For the three months ended September 30, 2016 and 2015, approximately 16.6% and 38.2%, respectively, of total term loan originations were designated as Marketplace originations, which resulted in $89.9 million and $173.7 million of loans sold, respectively. We have the ability to

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fund our originations through a variety of funding sources, including OnDeck Marketplace. Due to the flexibility of our hybrid funding model, management has the ability to exercise judgment to adjust the percentage of term loans originated through OnDeck Marketplace considering numerous factors including the premiums, if any, available to us. During the three months ended September 30, 2016, premiums decreased due, in part, to the loan mix we elected to sell. Marketplace originations increased to 16.6% of originations for the three months ended September 30, 2016 compared to 15.6% for the three months ended June 30, 2016. The lower premiums available during the three months ended September 30, 2016 resulted in a Marketplace Gain on Sale Rate of 3.0% compared to 3.5% for the three months ended June 30, 2016 and 9.7% for the three months ended September 30, 2015. Despite these trends, we elected to make Marketplace loan sales in the period to provide us an additional source of liquidity and to maintain active relationships with our institutional loan purchasers. If premiums remain steady or decreases further, we may reduce our percentage of Marketplace originations, subject to our overall financing needs including our ability to negotiate new debt facilities, or renew or modify existing debt facilities.

To the extent our use of OnDeck Marketplace as a funding source increases or decreases in the future, our gross revenue and net revenue could be materially affected. The sale of whole loans generates gain on sales of loans which is recognized in the period the loan is sold. In contrast, holding loans on balance sheet generates interest income and funding costs over the term of the loans and generally generates a provision for loan loss expense in the period of origination. Typically, over the life of a loan, we generate more total revenue and income from loans we hold on our balance sheet to maturity as compared to loans we sell through Marketplace.

Our Marketplace originations come from one of the following two origination sources:

• New loans which are designated at origination to be sold, referred to as “Originations of loans held for sale;” and

• Loans which were originally designated as held for investment that are subsequently designated to be sold at the time of their renewal and which are considered modified loans, referred to as “Originations of loans held for investment, modified.”

The following table summarizes the initial principal of originations of the aforementioned two sources as it relates to the statement of cash flows during the three months ended and nine months ended of 2016 and 2015:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(in thousands)				(in thousands)
Originations of loans held for sale	$	70,870	$	128,820	$	238,077	$	314,134
Originations of loans held for investment, modified	15,078		38,371		54,865		72,134
Marketplace originations	$	85,948	$	167,191	$	292,942	$	386,268

Customer Acquisition Costs

Our customer acquisition costs, or CACs, differ depending upon the acquisition channel. CACs in our direct channel include the commissions paid to our internal salesforce and expenses associated with items such as direct mail, social media and other online marketing activities. CACs in our strategic partner channel include commissions paid to our internal salesforce and strategic partners. CACs in our funding advisor channel include commissions paid to our internal salesforce and funding advisors. CACs in all channels include new originations as well as renewals.

Our CACs, on a combined basis for all three acquisition channels and evaluated as a percentage of originations, declined in the third quarter of 2016 as compared to the third quarter of 2015.  The decrease was primarily attributable to a decline in CACs in our direct channel resulting from improvements in customer targeting, increased drawn balances of our customers' lines of credit, and increased renewal activity within the direct channel on an absolute dollar basis.  The decrease in the combined CAC was partially offset by an increase in CACs across our funding advisor and strategic partner channels driven by an increase in external commissions paid in the third quarter of 2016.  Our combined CACs in the third quarter of 2016 was generally comparable to the second quarter of 2016.

Increased competition for customer response could require us to incur higher customer acquisition costs and make it more difficult for us to grow our loan originations in both unit and volume for both new as well as repeat customers.

Customer Lifetime Value

The ongoing lifetime value of our customers will be an important component of our future performance. We analyze customer lifetime value not only by tracking the “contribution” of customers over their lifetime with us, but also by comparing this contribution to the acquisition costs incurred in connection with originating such customers’ initial loans. We define the contribution to include

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the interest income and fees collected on a cohort of customers’ initial and repeat loans less acquisition costs for their repeat loans, estimated third party processing and servicing expenses for their initial and repeat loans, estimated funding costs (excluding any cost of equity capital) for their initial and repeat loans, and charge-offs of their initial and repeat loans. Relative to the customer lifetime value of the 2013 cohort, against like periods, the 2014 and 2015 cohorts generally exhibit improved return on investment due to economies of scale and improved efficiencies in marketing, cost of funds and processing and servicing costs, as well as credit improvements which resulted in larger average loan sizes.

In the future, we may incur greater marketing expenses to acquire new customers, we may decide to offer term loans with lower interest rates, our charge-offs may increase and our customers’ repeat purchase behavior may change, any of which could adversely impact our customers’ lifetime values to us and our operating results.

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Historical Charge-Offs

We illustrate below our historical loan losses by providing information regarding our net lifetime charge-off ratios by term loan cohort. Net lifetime charge-offs are the unpaid principal balances charged off, including loans sold through our OnDeck Marketplace and loans held for sale on our balance sheet, less recoveries of loans previously charged off. A given cohort’s net lifetime charge-off ratio equals the cohort’s net lifetime charge-offs through September 30, 2016 divided by the cohort’s total original loan volume with both the numerator and denominator including loans sold through OnDeck Marketplace and loans held for sale. Repeat loans in both the numerator and denominator include the full renewal loan principal amount, rather than the net funded amount, which is the renewal loan’s principal amount net of the unpaid principal balance on the existing loan. Loans are typically charged off after 90 days of nonpayment. The chart below includes all term loan originations, regardless of funding source, including loans sold through our OnDeck Marketplace or held for sale on our balance sheet.

Net Charge-off Ratios by Cohort Through September 30, 2016

	2012	2013	2014	Q1 2015	Q2 2015	Q3 2015	Q4 2015	Q1 2016	Q2 2016	Q3 2016
Principal Outstanding as of September 30, 2016	—%	—%	0.1%	0.5%	1.1%	4.1%	14.6%	29.5%	60.0%	88.6%

The following charts display the historical lifetime cumulative net charge-off ratios, by origination year. The charts reflect all term loan charge-offs and loan originations, regardless of funding source, including loans sold through our OnDeck Marketplace and loans held for sale on our balance sheet in both the numerator and denominator. The data is shown as a static pool for annual cohorts, illustrating how the cohort has performed given equivalent months of seasoning.

Further, given our loans are typically charged off after 90 days of nonpayment, all cohorts reflect approximately 0% for the first four months in the below charts.

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Net Cumulative Lifetime Charge-off Ratios

All Loans

Originations	2012		2013		2014		2015		Q1 2016		Q2 2016		Q3 2016
All term loans (in thousands)	$	173,246	$	455,931	$	1,100,957	$	1,703,617	$	495,956	$	506,097	$	518,509
Weighted average term (months)	9.2		10.0		11.2		12.4		13.2		13.7		13.1

Economic Conditions

Changes in the overall economy may impact our business in several ways, including demand for our loans, credit performance, and funding costs.

• Demand for Our Loans. In a strong economic climate, demand for our loans may increase as consumer spending increases and small businesses seek to expand. In addition, more potential customers may meet our underwriting requirements to qualify for a loan. At the same time, small businesses may experience improved cash flow and liquidity resulting in fewer customers requiring loans to manage their cash flows. In such a climate, traditional lenders may also approve loans for a higher percentage of our potential customers. In a weakening economic climate or recession, the opposite may occur.

• Credit Performance. In a strong economic climate, our customers may experience improved cash flow and liquidity, which may result in lower loan losses. In a weakening economic climate or recession, the opposite may occur. We factor economic conditions into our loan underwriting analysis and reserves for loan losses, but changes in economic conditions, particularly sudden changes, may affect our actual loan losses. These effects may be partially mitigated by the short-term nature and repayment structure of our loans, which should allow us to react more quickly than if the terms of our loans were longer.

• Loan Losses. Our underwriting process is designed to limit our loan losses to levels compatible with our business strategy and financial model. Our aggregate loan loss rates from 2012 through the third quarter of 2016 have been consistent with our financial targets. Our overall loan losses are affected by a variety of factors, including external factors such as prevailing

33

economic conditions, general small business sentiment and unusual events such as natural disasters, as well as internal factors such as the accuracy of the OnDeck Score, the effectiveness of our underwriting process and the introduction of new offerings, such as our line of credit, with which we have less experience to draw upon when forecasting their loss rates. Our loan loss rates may vary in the future.

• Funding Costs. Changes in macroeconomic conditions may affect generally prevailing interest rates, and such effects may be amplified or reduced by other factors such as fiscal and monetary policies, economic conditions in other markets and other factors. Interest rates may also change for reasons unrelated to economic conditions. To the extent that interest rates rise, our funding costs will increase and the spread between our EIY and our Cost of Funds Rate may narrow to the extent we cannot correspondingly increase the payback rates we charge our customers. Given the current credit environment as well as recent increases and the risk of future increases in interest rate benchmarks, we believe that our Cost of Funds Rate may increase in future periods.

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Components of Our Results of Operations

Revenue

Interest Income. We generate revenue primarily through interest and origination fees earned on the term loans we originate and, to a lesser extent, interest earned on lines of credit. Interest income also includes interest income earned on loans held for sale from the time the loan is originated to when it is ultimately sold as well as other miscellaneous interest income. Our interest and origination fee revenue is amortized over the term of the loan using the effective interest method. Origination fees collected but not yet recognized as revenue are netted with direct origination costs and recorded as a component of loans held for investment or loans held for sale, as appropriate, on our consolidated balance sheets and recognized over the term of the loan. Direct origination costs include costs directly attributable to originating a loan, including commissions, vendor costs and personnel costs directly related to the time spent by those individuals performing activities related to loan origination.

Gain on Sales of Loans. We sell term loans to third-party institutional investors through OnDeck Marketplace. We recognize a gain or loss on the sale of such loans as the difference between the proceeds received, adjusted for initial recognition of servicing assets or liabilities obtained at the date of sale, and the outstanding principal and net deferred origination costs.

Other Revenue. Other revenue includes servicing revenue related to loans serviced for others, fair value adjustments to servicing rights, platform fees, monthly fees charged to customers for our line of credit, and marketing fees earned from our issuing bank partner, which are recognized as the related services are provided.

Cost of Revenue

Provision for Loan Losses. Provision for loan losses consists of amounts charged to income during the period to maintain an allowance for loan losses, or ALLL, estimated to be adequate to provide for probable credit losses inherent in our existing loan portfolio. Our ALLL represents our estimate of the expected credit losses inherent in our portfolio of term loans and lines of credit and is based on a variety of factors, including the composition and quality of the portfolio, loan specific information gathered through our collection efforts, delinquency levels, our historical charge-off and loss experience and general economic conditions. We expect our aggregate provision for loan losses to increase in absolute dollars as the amount of term loans and lines of credit we originate and hold for investment increases.

Funding Costs. Funding costs consist of the interest expense we pay on the debt we incur to fund our lending activities, certain fees and the amortization of deferred debt issuance costs incurred in connection with obtaining this debt, such as banker fees, origination fees and legal fees. Such costs are expensed immediately upon early extinguishment of the related debt. Our Cost of Funds Rate will vary based on a variety of external factors, such as credit market conditions, general interest levels and interest rate spreads, as well OnDeck-specific factors, such as the increased volume and variation in our originations. We expect that our funding costs will continue to increase in absolute dollars in the near future as we incur additional debt to support future term loan and line of credit originations. Considering current and expected capital markets conditions and considering that we intend to obtain funding for our newer, currently ineligible financing products, we expect our Cost of Funds Rate to increase in future periods.

Operating Expense

Operating expense consists of sales and marketing, technology and analytics, processing and servicing, and general and administrative expenses. Salaries and personnel-related costs, including benefits, bonuses and stock-based compensation expense, comprise a significant component of each of these expense categories. We expect our stock-based compensation expense to increase in the future. The number of employees was 718 and 638 at September 30, 2016 and December 31, 2015, respectively. We expect to continue to hire new employees in order to support our growth strategy, however, we expect the rate of employee growth to decline compared to prior periods. All operating expense categories also include an allocation of overhead, such as rent and other overhead, which is based on employee headcount.

Sales and Marketing. Sales and marketing expense consists of salaries and personnel-related costs of our sales and marketing and business development employees, as well as direct marketing and advertising costs, online and offline CACs (such as direct mail, paid search and search engine optimization costs), public relations, radio and television advertising, promotional event programs and sponsorships, corporate communications and allocated overhead. We expect our sales and marketing expense in terms of absolute dollars to stabilize in the near term as our sales and marketing activities mature and we continue to optimize marketing spend. Future sales and marketing expense may include the expense associated with warrants issued to a strategic partner if performance conditions are met as described in Note 9 of Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2015.

Technology and Analytics. Technology and analytics expense consists primarily of the salaries and personnel-related costs of our engineering and product employees as well as our credit and analytics employees who develop our proprietary credit-scoring models. Additional expenses include third-party data acquisition expenses, professional services, consulting costs, expenses related to the development of new products and technologies and maintenance of existing technology assets, amortization of capitalized

35

internal-use software costs related to our technology platform and allocated overhead. We believe continuing to invest in technology is essential to maintaining our competitive position, and we expect these costs to rise moderately in the near term on an absolute dollar basis.

Processing and Servicing. Processing and servicing expense consists primarily of salaries and personnel related costs of our credit analysis, underwriting, funding, fraud detection, customer service and collections employees. Additional expenses include vendor costs associated with third-party credit checks, lien filing fees and other costs to evaluate, close and fund loans and overhead costs. We anticipate that our processing and servicing expense will stabilize in absolute dollars as we grow originations by continuing to increase automation and by driving department efficiencies.

General and Administrative. General and administrative expense consists primarily of salary and personnel-related costs for our executive, finance and accounting, legal and people operations employees. Additional expenses include a provision for the unfunded portion of our lines of credit, consulting and professional fees, insurance, legal, occupancy, travel, gain or loss on foreign exchange and other corporate expenses. These expenses also include costs associated with compliance with the Sarbanes-Oxley Act and other regulations governing public companies, directors’ and officers’ liability insurance and increased accounting costs. We anticipate that our general and administrative expense will stabilize in absolute dollars in the near term as our finance and accounting, legal and people operations functions mature.

Other (Expense) Income

Interest Expense. Interest expense consists of interest expense and amortization of deferred debt issuance costs incurred on debt associated with our corporate activities. It does not include interest expense incurred on debt associated with our lending activities.

Provision for Income Taxes

Provision for income taxes consists of U.S. federal, state and foreign income taxes, if any. Through December 31, 2015, we have not been required to pay U.S. federal or state income taxes nor any foreign taxes because of our current and accumulated net operating losses. As of December 31, 2015, we had $50.6 million of federal net operating loss carryforwards and $49.8 million of state net operating loss carryforwards available to reduce future taxable income, unless limited due to historical or future ownership changes. The federal net operating loss carryforwards will begin to expire at various dates beginning in 2027.

The Internal Revenue Code of 1986, as amended, or the Code, imposes substantial restrictions on the utilization of net operating losses and other tax attributes in the event of an “ownership change” of a corporation. Events which may cause limitation in the amount of the net operating losses and other tax attributes that are able to be utilized in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period, which has occurred as a result of historical ownership changes. Accordingly, our ability to use pre-change net operating loss and certain other attributes are limited as prescribed under Sections 382 and 383 of the Code. Therefore, if we earn net taxable income in the future, our ability to reduce our federal income tax liability with our existing net operating losses is subject to limitation. Future offerings, as well as other future ownership changes that may be outside our control could potentially result in further limitations on our ability to utilize our net operating loss and tax attributes. Accordingly, achieving profitability may not result in a full release of the valuation allowance.

As of December 31, 2015, a full valuation allowance of $32.0 million was recorded against our net deferred tax assets.

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Results of Operations

The following table summarizes our results of operations for the periods presented and as a percentage of our total revenue for those periods. The period-to-period comparison of results is not necessarily indicative of results for future periods.

Comparison of Three Months Ended September 30, 2016 and 2015

	Three Months Ended September 30,
											Period-to-Period
	2016					2015					Change
	Amount			Percentage of Gross Revenue		Amount			Percentage of Gross Revenue		Amount			Percentage
	(dollars in thousands)
Revenue:
Interest income	$	71,361		92.2	%	$	48,624		72.1	%	$	22,737		46.8	%
Gain on sales of loans	2,670			3.5		16,789			24.9		(14,119		)	(84.1	)
Other revenue	3,340			4.3		1,985			3.0		1,355			68.3
Gross revenue	77,371			100.0		67,398			100.0		9,973			14.8
Cost of revenue:
Provision for loan losses	36,586			47.3		16,239			24.1		20,347			125.3
Funding costs	8,452			10.9		5,126			7.6		3,326			64.9
Total cost of revenue	45,038			58.2		21,365			31.7		23,673			110.8
Net revenue	32,333			41.8		46,033			68.3		(13,700		)	(29.8	)
Operating expenses:
Sales and marketing	16,789			21.7		15,847			23.5		942			5.9
Technology and analytics	15,050			19.5		11,111			16.5		3,939			35.5
Processing and servicing	5,181			6.7		3,352			5.0		1,829			54.6
General and administrative	12,375			16.0		12,146			18.0		229			1.9
Total operating expenses	49,395			63.9		42,456			63.0		6,939			16.3
Loss from operations	(17,062		)	(22.1	)	3,577			5.3		(20,639		)	(577.0	)
Other (expense) income:
Interest expense	(111		)	(0.1	)	(70		)	(0.1	)	(41		)	58.6
Total other (expense) income:	(111		)	(0.1	)	(70		)	(0.1	)	(41		)	58.6
Loss before provision for income taxes	(17,173		)	(22.2	)	3,507			5.2		(20,680		)	(589.7	)
Provision for income taxes	—			—		—			—		—			—
Net loss	$	(17,173	)	(22.2	)%	$	3,507		5.2	%	$	(20,680	)	(589.7	)%

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Revenue

	Three Months Ended September 30,
									Period-to-Period
	2016				2015				Change
	Amount		Percentage of Gross Revenue		Amount		Percentage of Gross Revenue		Amount			Percentage
	(dollars in thousands)
Revenue:
Interest income	$	71,361	92.2	%	$	48,624	72.1	%	$	22,737		46.8	%
Gain on sales of loans	2,670		3.5		16,789		24.9		(14,119		)	(84.1	)
Other revenue	3,340		4.3		1,985		3.0		1,355			68.3
Gross revenue	$	77,371	100.0	%	$	67,398	100.0	%	$	9,973		14.8	%

Gross revenue increased by $10.0 million, or 15%, from $67.4 million in the third quarter of 2015 to $77.4 million in the third quarter of 2016. This growth was in part attributable to a $22.7 million, or 47%, increase in interest income. The combined effect of our increase in originations and decreased utilization of Marketplace resulted in a greater volume of loans being held on our balance sheet as evidenced by the 58% increase in Average Loans to $856.3 million from $541.2 million. The increase in interest income was partially offset by a decline in our EIY on loans outstanding to 32.8% from 34.8% over the same period.

Gain on sales of loans decreased by $14.1 million, from $16.8 million in the third quarter of 2015 to $2.7 million in the third quarter of 2016, or 84%. This decrease was primarily attributable to an $83.8 million decrease in sales of loans through OnDeck Marketplace and a decrease in Marketplace Gain on Sale Rate from 9.7% to 3.0%. We sold fewer loans through OnDeck Marketplace in response to decreased premiums which resulted, in part, from the loan mix we elected to sell.

Other revenue increased by $1.4 million or 68%, primarily attributable to an increase of $1.1 million in marketing fees from our issuing bank partner and an increase of $0.4 million in monthly fees earned from lines of credit as the total outstanding lines of credit increased period over period.

Cost of Revenue

	Three Months Ended September 30,
									Period-to-Period
	2016				2015				Change
	Amount		Percentage of Gross Revenue		Amount		Percentage of Gross Revenue		Amount		Percentage
	(dollars in thousands)
Cost of revenue:
Provision for loan losses	$	36,586	47.3	%	$	16,239	24.1	%	$	20,347	125.3	%
Funding costs	8,452		10.9		5,126		7.6		3,326		64.9
Total cost of revenue	$	45,038	58.2	%	$	21,365	31.7	%	$	23,673	110.8	%

Provision for Loan Losses. Provision for loan losses increased by $20.4 million, or 125%, from $16.2 million in the third quarter of 2015 to $36.6 million in the third quarter of 2016. In accordance with GAAP, we recognize revenue on loans over their term, but provide for probable credit losses on the loans at the time they are originated. We then periodically adjust our estimate of those probable credit losses based on actual performance and changes in loss expectations. As a result, we believe that analyzing provision for loan losses as a percentage of originations of loans held for investment, rather than as a percentage of gross revenue, provides more useful insight into our operating performance. Our provision for loan losses as a percentage of originations of loans held for investment, which we refer to as the Provision Rate, increased from 5.1% for the three months ended September 30, 2015 to 6.9% for the three months ended September 30, 2016. The increase in the Provision Rate was the result of a build of loss reserves for term loans originated in prior periods, generally reflecting an increase in delinquency roll rates from historically low levels. In addition, the provision rate for the three months ended September 30, 2015 benefited from a release of loan loss reserves in that period.

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Funding Costs. Funding costs increased by $3.3 million, or 65%, from $5.1 million in the third quarter of 2015 to $8.4 million in the third quarter of 2016. The increase in funding costs was primarily attributable to the increases in our aggregate outstanding borrowings. The Average Funding Debt Outstanding during the third quarter of 2016 was $597.7 million as compared to $351.7 million during the third quarter of 2015 while our Cost of Funds Rate decreased to 5.7% from 5.8%. As a percentage of gross revenue, funding costs increased from 7.6% to 10.9%. The increase in funding costs as a percentage of gross revenue was the result of increased loan originations and a greater portion of those loan originations being financed and held on our balance sheet which increased the numerator of the calculation. In addition, the decrease in the gain on sale rate, the decrease in the volume of loans sold through OnDeck Marketplace, and the decrease in our EIY decreased the denominator of the calculation.

Operating Expense

Sales and Marketing

	Three Months Ended September 30,
									Period-to-Period
	2016				2015				Change
	Amount		Percentage of Gross Revenue		Amount		Percentage of Gross Revenue		Amount		Percentage
	(dollars in thousands)
Sales and marketing	$	16,789	21.7	%	$	15,847	23.5	%	$	942	5.9	%

Sales and marketing expense increased by $1.0 million, or 6%, from $15.8 million in the third quarter of 2015 to $16.8 million in the third quarter of 2016. The increase was primarily attributable to the increase in salaries and personnel-related cost as we expanded our sales and marketing departments to support higher origination volume.

Technology and Analytics

	Three Months Ended September 30,
									Period-to-Period
	2016				2015				Change
	Amount		Percentage of Gross Revenue		Amount		Percentage of Gross Revenue		Amount		Percentage
	(dollars in thousands)
Technology and analytics	$	15,050	19.5	%	$	11,111	16.5	%	$	3,939	35.5	%

Technology and analytics expense increased by $3.9 million, or 36%, from $11.1 million in the third quarter of 2015 to $15.0 million in the third quarter of 2016. The increase was primarily attributable to a $1.8 million increase in salaries and personnel-related costs, as we increased the number of technology personnel developing and improving our platform, as well as analytics personnel to further improve upon algorithms underlying the OnDeck Score. We continued to invest in our technology infrastructure, including technology security, and to enhance and develop our platform capabilities, incurring an aggregate $1.5 million increase in expense. We also incurred a $0.7 million increase in amortization of capitalized internal-use software costs.

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Processing and Servicing

	Three Months Ended September 30,
									Period-to-Period
	2016				2015				Change
	Amount		Percentage of Gross Revenue		Amount		Percentage of Gross Revenue		Amount		Percentage
	(dollars in thousands)
Processing and servicing	$	5,181	6.7	%	$	3,352	5.0	%	$	1,829	54.6	%

Processing and servicing expense increased by $1.8 million, or 55%, from $3.4 million in the third quarter of 2015 to $5.2 million in the third quarter of 2016. The increase was primarily attributable to a $1.3 million increase in salaries and personnel-related costs, as we increased the number of processing and servicing personnel to support the increased volume of loan applications and approvals and increased loan servicing requirements. In addition, we incurred a $0.6 million increase in third-party processing costs, credit information and filing fees as a result of the increased volume of loan applications and originations.

General and Administrative

	Three Months Ended September 30,
									Period-to-Period
	2016				2015				Change
	Amount		Percentage of Gross Revenue		Amount		Percentage of Gross Revenue		Amount		Percentage
	(dollars in thousands)
General and administrative	$	12,375	16.0	%	$	12,146	18.0	%	$	229	1.9	%

General and administrative expense increased by $0.2 million, or 2%, from $12.1 million in the third quarter of 2015 to $12.3 million in the third quarter of 2016. In support of the growth of our business, salaries and personnel-related costs increased $1.3 million as we increased the number of general and administrative personnel. This increase was offset by a decrease in the reserve on unfunded lines of credit of $0.9 million resulting from improvements made to the reserve model utilizing historical performance data we have aggregated since we began offering lines of credit in 2013. In addition, expenses incurred related to legal and compliance fees, recruiting and personnel-related expenses, facility depreciation, professional services, foreign currency loss and other miscellaneous expenses decreased $0.2 million.

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Comparison of Nine Ended September 30, 2016 and 2015

	Nine Months Ended September 30,
											Period-to-Period
	2016					2015					Change
	Amount			Percentage of Gross Revenue		Amount			Percentage of Gross Revenue		Amount			Percentage
	(dollars in thousands)
Revenue:
Interest income	$	188,726		90.1	%	$	147,571		78.8	%	$	41,155		27.9	%
Gain on sales of loans	12,594			6.0		35,178			18.8		(22,584		)	(64.2	)
Other revenue	8,168			3.9		4,418			2.4		3,750			84.9
Gross revenue	209,488			100.0		187,167			100.0		22,321			11.9
Cost of revenue:
Provision for loan losses	94,294			45.0		54,865			29.3		39,429			71.9
Funding costs	22,548			10.8		14,941			8.0		7,607			50.9
Total cost of revenue	116,842			55.8		69,806			37.3		47,036			67.4
Net revenue	92,646			44.2		117,361			62.7		(24,715		)	(21.1	)
Operating expenses:
Sales and marketing	50,094			23.9		43,503			23.2		6,591			15.2
Technology and analytics	42,894			20.5		29,904			16.0		12,990			43.4
Processing and servicing	14,261			6.8		9,070			4.8		5,191			57.2
General and administrative	34,233			16.3		31,722			16.9		2,511			7.9
Total operating expenses	141,482			67.5		114,199			61.0		27,283			23.9
Loss from operations	(48,836		)	(23.3	)	3,162			1.7		(51,998		)	(1,644.5	)
Other (expense) income:
Interest expense	(186		)	(0.1	)	(250		)	(0.1	)	64			(25.6	)
Total other (expense) income:	(186		)	(0.1	)	(250		)	(0.1	)	64			(25.6	)
Loss before provision for income taxes	(49,022		)	(23.4	)	2,912			1.6		(51,934		)	(1,783.4	)
Provision for income taxes	—			—		—			—		—			—
Net loss	$	(49,022	)	(23.4	)%	$	2,912		1.6	%	$	(51,934	)	(1,783.4	)%

Revenue

	Nine Months Ended September 30,
									Period-to-Period
	2016				2015				Change
	Amount		Percentage of Gross Revenue		Amount		Percentage of Gross Revenue		Amount			Percentage
	(dollars in thousands)
Revenue:
Interest income	$	188,726	90.1	%	$	147,571	78.8	%	$	41,155		27.9	%
Gain on sales of loans	12,594		6.0		35,178		18.8		(22,584		)	(64.2	)
Other revenue	8,168		3.9		4,418		2.4		3,750			84.9
Gross revenue	$	209,488	100.0	%	$	187,167	100.0	%	$	22,321		11.9	%

Gross revenue increased by $22.3 million, or 12%, from $187.2 million in the nine months ended September 30, 2015 to $209.5 million in the nine months ended September 30, 2016. This growth was in part attributable to a $41.2 million, or 28%,

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increase in interest income, which was primarily driven by the a 38% increase in Average Loans to $749.0 million from $541.8 million as we continued to optimize our funding strategy and sold fewer loans through OnDeck Marketplace in response to market conditions. The increase in interest income was partially offset by a decline in our EIY to 33.4% from 36.1% over the same period.

Gain on sales of loans decreased by $22.6 million, from $35.2 million in the nine months ended September 30, 2015 to $12.6 million in the nine months ended September 30, 2016. This decrease was primarily attributable to a $122.9 million decrease in sales of loans through OnDeck Marketplace and a decrease in Marketplace Gain on Sale Rate from 8.5% to 4.3%. We sold fewer loans through OnDeck Marketplace in response to decreased premiums which resulted, in part, from the loan mix we elected to sell.

Other revenue increased $3.8 million, or 85%, primarily attributable to an increase of $2.5 million in marketing fees from our issuing bank partner and an increase of $1.1 million in monthly fees earned from lines of credit as the total outstanding lines of credit increased period over period.

Cost of Revenue

	Nine Months Ended September 30,
									Period-to-Period
	2016				2015				Change
	Amount		Percentage of Gross Revenue		Amount		Percentage of Gross Revenue		Amount		Percentage
	(dollars in thousands)
Cost of revenue:
Provision for loan losses	$	94,294	45.0	%	$	54,865	29.3	%	$	39,429	71.9	%
Funding costs	22,548		10.8		14,941		8.0		7,607		50.9
Total cost of revenue	$	116,842	55.8	%	$	69,806	37.3	%	$	47,036	67.4	%

Provision for Loan Losses. Provision for loan losses increased by $39.4 million, or 72%, from $54.9 million in the nine months ended September 30, 2015 to $94.3 million in the nine months ended September 30, 2016. In accordance with GAAP, we recognize revenue on loans over their term, but provide for probable credit losses on the loans at the time they are originated. We then periodically adjust our estimate of those probable credit losses based on actual performance and changes in loss expectations. As a result, we believe that analyzing provision for loan losses as a percentage of originations of loans held for investment, rather than as a percentage of gross revenue, provides more useful insight into our operating performance. Our Provision Rate increased from 5.9% in the nine months ended September 30, 2015 to 6.4% in the nine months ended September 30, 2016 primarily due to a build of loss reserves for term loans originated in prior periods, generally reflecting an increase in delinquency roll rates from historically low levels. The Provision Rate for the nine months ended September 30, 2015 benefited from the release of allowance for loan losses due to the sale of loans held for investment.

Funding Costs. Funding costs increased by $7.6 million, or 51%, from $14.9 million in the nine months ended September 30, 2015 to $22.5 million in the nine months ended September 30, 2016. The increase in funding costs was primarily attributable to the increases in our aggregate outstanding borrowings. Additionally, due to the voluntary prepayment of all amounts due under the ODAST Agreement in May 2016, the remaining deferred issuance costs of $1.6 million were fully amortized in the second quarter of 2016. The Average Funding Debt Outstanding during the nine months ended September 30, 2016 was $505.4 million as compared to $364.7 million during the same period in 2015. Our Cost of Funds Rate increased from 5.5% to 5.9%. As a percentage of gross revenue, funding costs increased from 8.0% to 10.8%. The increase in funding costs as a percentage of gross revenue was the result of increased loan originations and a greater portion of those loan originations being financed and held on our balance sheet and the additional amortization of deferred issuance costs incurred as a result of the ODAST voluntary prepayment, both of which increased the numerator of the calculation. The decrease in the gain on sale rate, the decrease in the volume of loans sold through OnDeck Marketplace, andthe decrease inour EIY decreased the denominator of the calculation.

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Operating Expense

Sales and Marketing

	Nine Months Ended September 30,
									Period-to-Period
	2016				2015				Change
	Amount		Percentage of Gross Revenue		Amount		Percentage of Gross Revenue		Amount		Percentage
	(dollars in thousands)
Sales and marketing	$	50,094	23.9	%	$	43,503	23.2	%	$	6,591	15.2	%

Sales and marketing expense increased by $6.6 million, or 15%, from $43.5 million in the nine months ended September 30, 2015 to $50.1 million in the nine months ended September 30, 2016. The increase was in part attributable to a $4.1 million increase in salaries and personnel-related cost as we expanded our sales and marketing departments to support increased originations volume. In addition, we incurred a $2.5 million increase in direct marketing, general marketing and advertising costs as we expanded our marketing programs to drive increased customer acquisition and brand awareness.

Technology and Analytics

	Nine Months Ended September 30,
									Period-to-Period
	2016				2015				Change
	Amount		Percentage of Gross Revenue		Amount		Percentage of Gross Revenue		Amount		Percentage
	(dollars in thousands)
Technology and analytics	$	42,894	20.5	%	$	29,904	16.0	%	$	12,990	43.4	%

Technology and analytics expense increased by $13.0 million, or 43%, from $29.9 million in the nine months ended September 30, 2015 to $42.9 million in the nine months ended September 30, 2016. The increase was primarily attributable to a $7.9 million increase in salaries and personnel-related costs, as we increased the number of technology personnel developing and improving our platform, as well as analytics personnel to further improve upon algorithms underlying the OnDeck Score. We continued to invest in our technology infrastructure, including technology security, and to enhance and develop our platform capabilities, incurring an aggregate $3.2 million increase in expense. Additionally, we incurred a $1.9 million increase in amortization of capitalized internal-use software costs related to our technology platform.

Processing and Servicing

	Nine Months Ended September 30,
									Period-to-Period
	2016				2015				Change
	Amount		Percentage of Gross Revenue		Amount		Percentage of Gross Revenue		Amount		Percentage
	(dollars in thousands)
Processing and servicing	$	14,261	6.8	%	$	9,070	4.8	%	$	5,191	57.2	%

Processing and servicing expense increased by $5.2 million, or 57%, from $9.1 million in the nine months ended September 30, 2015 to $14.3 million in the nine months ended September 30, 2016. The increase was primarily attributable to a $3.8 million increase in salaries and personnel-related costs, as we increased the number of processing and servicing personnel to support the increased volume of loan applications and approvals and increased loan servicing requirements. In addition, we incurred a $1.4 million increase in third-party processing costs, credit information and filing fees as a result of the increased volume of loan applications and originations.

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General and Administrative

	Nine Months Ended September 30,
									Period-to-Period
	2016				2015				Change
	Amount		Percentage of Gross Revenue		Amount		Percentage of Gross Revenue		Amount		Percentage
	(dollars in thousands)
General and administrative	$	34,233	16.3	%	$	31,722	16.9	%	$	2,511	7.9	%

General and administrative expense increased by $2.5 million, or 8%, from $31.7 million in the nine months ended September 30, 2015 to $34.2 million in the nine months ended September 30, 2016. In support of the growth of our business, salaries and personnel-related costs increased $4.3 million as we increased the number of general and administrative personnel. Expenses incurred related to legal and compliance fees, recruiting and personnel-related expenses, professional services and other miscellaneous expenses increased $2.0 million. The increases were offset by a decrease in the reserve on unfunded lines of credit of $2.3 million and an increase in gain related to foreign currency of $1.5 million. The decrease in the reserve on unfunded lines of credit resulted from improvements made to the reserve model utilizing historical performance data we have aggregated since we began offering lines of credit in 2013. The gain related to foreign currency was driven by the strengthening of the Canadian dollar relative to the U.S. dollar during the nine months ended September 30, 2016, as compared to the prior year's period.

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Liquidity and Capital Resources

Sources of Liquidity

During the third quarter of 2016, we originated $612.6 million of loans and during the nine months ended September 30, 2016, we originated $1.8 billion, utilizing a diversified set of funding sources, including cash on hand, third-party lenders (through debt facilities and securitization), OnDeck Marketplace and the cash generated by our operating, investing and financing activities.

Cash on Hand

At September 30, 2016, we had approximately $86 million of cash on hand to fund our future operations compared to approximately $160 million at December 31, 2015.  The decline was the result of our strategy to reduce Marketplace sales and retain more loans on-balance sheet during the period.  Consistent with this decision, we invested more of our cash to fund on-balance sheet loan growth.

During the nine months ended September 30, 2016, our investment in the residual value of our portfolio which is in general the portion of our financed loans in excess of the advance rate allowed by our debt facilities, increased by approximately $96.4 million. This investment was partially offset during the same period by a $20.8 million increase in cash generated by financing loans which were previously funded with our own cash and which had not been previously pledged under our debt facilities due to certain concentration and eligibility limits, as described below. All else equal, as the rate of outstanding principal balances we retain on balance sheet slows, the rate of residual growth should also slow.

As a result of these factors, we are currently utilizing more of our own cash to finance loan growth as we work with our existing and potential creditors to expand the capacity of our existing debt facilities, to establish new debt facilities, or to complete additional securitizations.

Current Debt Facilities

The following table summarizes our current debt facilities available for funding our lending activities, referred to as funding debt, and our operating expenditures, referred to as corporate debt, as of September 30, 2016.

Description	Maturity Date	Weighted Average Interest Rate		Borrowing Capacity		Principal Outstanding
				(in millions)
Funding debt:
OnDeck Asset Securitization Trust II LLC	May 2020 (1)	4.7	%	$	250.0	$	250.0
OnDeck Account Receivables Trust 2013-1 LLC	September 2017	3.2	%	162.4		106.1
Receivable Assets of OnDeck, LLC	May 2017	3.5	%	100.0		100.0
Prime OnDeck Receivable Trust, LLC	June 2017	2.8	%	100.0		67.3
OnDeck Asset Funding I LLC	August 2019 (2)	7.8	%	100.0		64.5
On Deck Asset Company, LLC	May 2017	9.8	%	75.0		59.9
Small Business Asset Fund 2009 LLC	Various(3)	6.5	%	5.5		5.5
Partner Synthetic Participations	Various(4)	Various		3.6		3.6
				796.5		656.9
Deferred Debt Issuance Cost						(5.2		)
Total funding debt				$	796.5	$	651.7
Corporate debt:
On Deck Capital, Inc.	January 2017(5)	4.5	%	$	20.0	$	12.7

_________________________

(1) The period during which remaining cash flow can be used to purchase additional loans expires April 2018.

(2) The period during which new borrowings may be made under this debt facility expires in August 2018.

(3) Maturity dates range from October 2016 through August 2017.

(4) Maturity dates range from October 2016 through June 2018.

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(5) On October 11, 2016 the maturity date was extended to January 2017.

While the lenders under our corporate debt facility and Partner Synthetic Participation have direct recourse to us as the borrower thereunder, lenders to our subsidiaries do not have direct recourse to us.

At September 30, 2016, we had approximately $139.6 million of available capacity through our debt facilities to finance additional loans in addition to approximately $7.3 million available under our corporate debt facility, in each case subject to borrowing conditions.

Our ability to fully utilize the available capacity of our debt facilities may also be impacted by provisions that limit concentration risk and eligibility.  The debt facilities contain thresholds, known as concentration limitations, which restrict a debt facility’s collateral pool from being overly concentrated with loans that share pre-defined loan characteristics.  In addition, debt facilities contain provision that limit the eligibility criteria of loans that may be financed, such as term length, loan amount and a borrower's home country. Loans that do not meet the criteria to be financed are referred to as ineligible loans. To the extent such concentration limits are exceeded or loans are deemed ineligible, newly originated loans with the pre-defined loan characteristics subject to that concentration limit or eligibility criteria may not be financed despite available capacity under the debt facilities.

Marketplace

OnDeck Marketplace is our proprietary whole loan sale platform that allows participating third-party institutional investors to directly purchase small business loans from us. OnDeck Marketplace participants enter into whole loan purchase agreements to purchase a pre-determined dollar amount of loans that satisfy certain eligibility criteria. Some participants agree to purchase such loans on what is known as a “forward flow basis” while other participants purchase larger pools of whole loans in isolated transactions. The loans are sold to the participant at a pre-determined purchase price above par. We recognize a gain or loss from OnDeck Marketplace loans when sold. The frequency and amount of Marketplace sales depend on numerous factors including the premiums available to us. We currently act as servicer in exchange for a servicing fee with respect to the loans purchased by the applicable OnDeck Marketplace participant. For the nine months ended September 30,2016 and 2015, 19.3% and 32.1%, respectively, of term loans were originated through OnDeck Marketplace. Marketplace is generally a readily available source of liquidity when we elect to utilize it. Historically, due to the nature of the demand of Marketplace participants, we sold a significant volume of loans. As a result of our election to decrease Marketplace sales, we either utilized our debt facilities to the extent available, or otherwise invested our own cash to originate these loans and hold them on our balance sheet. However, we increased our Marketplace originations during the three months ended September 30, 2016 as compared to the three months ended June 30, 2016 to provide us an additional source of liquidity and to maintain active relationships with our institutional loan purchasers. If premiums remain steady or decrease further, we may reduce our percentage of Marketplace originations, subject to our overall financing needs including our ability to negotiate new debt facilities, or renew or modify existing debt facilities. Subject to the foregoing, we expect the utilization of Marketplace during the fourth quarter of 2016 to be generally comparable to the second and third quarters of 2016. To the extent our use of OnDeck Marketplace as a funding source decreases in the future due to lower available premiums or otherwise, we may choose to generate liquidity through our other available funding sources.

Cash and Cash Equivalents, Loans (Net of Allowance for Loan Losses), and Cash Flows

The following table summarizes our cash and cash equivalents, loans (net of ALLL) and cash flows:

	As of and for the Nine Months Ended September 30,
	2016			2015
	(in thousands)
Cash and cash equivalents	$	85,948		$	165,713
Restricted cash	$	42,827		$	35,496
Loans held for investment, net	$	817,959		$	459,805
Cash provided by (used in):
Operating activities	$	89,523		$	89,690
Investing activities	$	(449,062	)	$	(98,367	)
Financing activities	$	285,236		$	(44,479	)

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Our cash and cash equivalents at September 30, 2016 were held primarily for working capital purposes. During the first nine months of 2016, we used substantial amounts of our excess cash and cash equivalents to fund our loans. We may continue to use excess cash and cash equivalents to fund our lending activities, the amount of which may vary significantly depending upon numerous factors, including the capacity of our debt facilities, conditions in the securitization market and premiums available to us through OnDeck Marketplace. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate working capital requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our excess cash is invested primarily in demand deposit accounts that are currently providing only a minimal return.

Our restricted cash represents funds held in accounts as reserves on certain debt facilities and funds held as collateral by our issuing bank partner. We have no ability to draw on such funds as long as they remain restricted under the applicable arrangements.

Cash Flows

Operating Activities

For the nine months ended September 30, 2016, net cash provided by our operating activities was $89.5 million, which was primarily the result of our cash received from our customers, including interest payments of $222.7 million, plus proceeds from sale of loans held for sale of $246.1 million, less $231.9 million of originations of loans held for sale in excess of loan repayments received, $123.4 million utilized to pay our operating expenses, $16.3 million used to pay the interest on our debt (both funding and corporate) and $8.0 million of origination costs paid in excess of fees collected. During that same period, accounts payable and accrued expenses and other liabilities increased by approximately $0.5 million.

For the nine months ended September 30, 2015, net cash provided by our operating activities was $89.7 million, which was primarily the result of our cash received from our customers, attributable to interest payments totaling approximately $178.0 million, plus the proceeds from sale of loans held for sale of $342.8 million, less $305.4 million of loan held for sale originations in excess of loan repayments received, $100.4 million utilized to pay our operating expenses, $12.1 million of origination costs paid in excess of fees collected, and $11.7 million we used to pay the interest on our debt (both funding and corporate). During that same period, accounts payable and accrued expenses and other liabilities increased by approximately $10.4 million.

Investing Activities

Our investing activities have consisted primarily of funding our term loan and line of credit originations, including payment of associated direct costs and receipt of associated fees, offset by customer repayments of term loans and lines of credit, purchases of property, equipment and software, capitalized internal-use software development costs, proceeds from the sale of term loans which were not specifically identified at origination through our OnDeck Marketplace and changes in restricted cash. Purchases of property, equipment and software and capitalized internal-use software development costs may vary from period to period due to the timing of the expansion of our operations, the addition of employee headcount and the development cycles of our internal-use technology.

From time to time in the past, we have voluntarily purchased and may again in the future to voluntarily purchase our loans that were previously sold to third parties. The circumstances under which we effect these transactions depends on a variety of factors. In determining whether to engage in a certain voluntary purchase transactions, we consider, among other things, our relationship with the potential seller, the potential purchase price, credit profile of the target loans, our overall liquidity position and possible alternative uses of cash. Although these purchases have not been material in the past, depending upon the circumstances, they could be material in the future, depending on the quantity and timing of these purchases.

For the nine months ended September 30, 2016, net cash used to fund our investing activities was $449.1 million and consisted primarily of $458.8 million of loan originations in excess of loan purchases and repayments received, $32.9 million of origination costs paid in excess of fees collected and $10.0 million for the purchase of property, equipment and software and capitalized internal-use software development costs offset by $57.2 million of proceeds from sales of loans held for investment. We also restricted more cash as collateral for financing arrangements, resulting in a $4.4 million decrease in unrestricted cash during the same period.

For the nine months ended September 30, 2015, net cash used to fund our investing activities was $98.4 million and consisted primarily of $169.4 million of loan originations in excess of loan repayments received, $106.0 million of proceeds from the sale of loans held for investment, $20.6 million of origination costs paid in excess of fees collected and $8.3 million for the purchase of property, equipment and software and capitalized internal-use software development costs. We also restricted more cash as collateral for financing arrangements, resulting in a $6.1 million decrease in unrestricted cash during the same period.

Financing Activities

Our financing activities have consisted primarily of the net borrowings from our securitization facility and our revolving debt facilities.

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For the nine months ended September 30, 2016, net cash provided by our financing activities was $285.2 million and consisted primarily of $287.7 million in net borrowings from our funding debt and corporate debt facilities, primarily associated with the increase in loan originations during the year and $2.6 million of cash received from the issuance of common stock under our employee stock purchase plan, offset by $4.7 million in payments of debt issuance costs primarily associated with the closing of our $250 million securitization facility in May 2016 and the closing of our $100 million revolving facility in August 2016.

For the nine months ended September 30, 2015, net cash used to fund our financing activities was $44.5 million and consisted primarily of $48.6 million in net repayments on our revolving debt facilities, $7.1 million of cash received for investment by noncontrolling interest in On Deck Capital Australia PTY LTD and $1.8 million of payments of initial public offering costs. Borrowings from our debt facilities decreased from the prior year period due to growth of OnDeck Marketplace and our use of available cash from our IPO, which permitted us to fund more loans without drawing corresponding debt, thereby reducing interest expense.

Operating and Capital Expenditure Requirements

We require substantial capital to fund our current operating and capital expenditure requirements. We expect these requirements to increase as we pursue our growth strategy.

As a result of our growth strategy, we increased our annual originations significantly over each of the past three years. Our originations were $0.5 billion in 2013, $1.2 billion in 2014 and $1.9 billion in 2015, which equates to annual year over year growth rates of 165%, 152% and 62%, respectively. In comparison, originations for the nine months ended September 30, 2016 increased 34% over originations for the comparable prior year period.

Our strategy is to continue to grow in a disciplined manner while remaining highly focused on credit quality and operating leverage. While we expect our originations to continue to grow in absolute dollars for the full year 2016, we expect our year over year growth rates to continue to decline. The expected growth rate decline can be attributed to several factors. First, as OnDeck continues to mature, it is more difficult to maintain historical growth rates due to the increased size of the previous year’s originations. Because we will remain focused on credit quality, we are also prepared to forgo lending opportunities that do not meet our credit, underwriting and pricing standards. In addition, despite the continuing competition for customer response, we intend to allocate resources to continue to optimize marketing and customer acquisition costs based on targeted returns on investment rather than spending inefficiently in these areas to achieve incremental growth.

Although by design our disciplined growth strategy will result in lower originations growth as a percentage of the prior year’s originations compared to a more aggressive growth strategy, we believe it will increase our operating leverage and improve our overall performance.

We estimate that, at September 30, 2016, approximately $270 million of our own cash had been invested in our loan portfolio, more than half of which was used to fund our portfolio's residual value and the remainder was used to fund ineligible loans. While investing in our portfolio's residual value is a requirement of our funding model and will remain a use of cash so long as we continue to grow loan balances, the use of cash to fund ineligible loans may be mitigated if and to the extent we obtain funding capacity that permits the funding of the ineligible loans, either through debt facilities or Marketplace. We are currently in various stages of discussions with multiple potential funding sources and are confident we will be able to obtain additional funding capacity although there can be no assurance that we will be successful.

Approximately $445.9 million of our funding debt capacity and our $20 million corporate debt facility will expire during 2017. In order to maintain and grow our current rate of loan originations over the next twelve months, we will be required to secure additional funding. We plan to do this through one or more of the following sources: new asset-backed securitization transactions, new debt facilities, extensions and increases to existing debt facilities, and increases in our corporate line of credit.

We expect to use cash flow generated from operations, together with additional cash we may obtain by financing currently ineligible loans, to the extent that we are able to do so, to continue funding residual growth as our financed portfolio grows. In addition, we may also finance our expected residual growth through other as of yet unused liquidity sources such as our corporate line of credit or possible additional subordinated notes in our debt facilities.

Historically we have been successful in accessing the asset-backed loan market on terms acceptable to us and we anticipate that we will be able to do so into the foreseeable future. However, if we deem the cost of accessing the asset-backed loan market to be in excess of an appropriate rate, we may elect to use available cash, seek to increase the use of OnDeck Marketplace, or use other financing options available to us. Furthermore, we could decide to alter the types of loans we originate, such that more loans are eligible for credit facilities, or we could decide to slow down the rate of originations.

In addition to pursuing funding through OnDeck Marketplace or additional debt funding sources as described above, although it is not currently anticipated, depending upon the circumstances we may seek additional equity financing. The sale of equity may result in dilution to our stockholders, and those securities may have rights senior to those of our common stock. If we raise additional

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funds through the issuance of additional debt, the agreements governing such debt could contain covenants that would restrict our operations and such debt would rank senior to shares of our common stock.  

We believe that our cash from operations, available capacity under our revolving lines of credit (and expected extensions or replacements of those lines), liquidity from expected sales of loans through OnDeck Marketplace and existing cash balances, together with additional financing we expect to be able to obtain on market terms, are sufficient to meet both our existing operating and capital expenditure requirements and our currently planned growth for at least the next 12 months.

It is possible that we may require capital in excess of amounts we currently anticipate.  Depending on market conditions and other factors, we may not be able to obtain additional capital for our current operations or anticipated future growth on reasonable terms or at all.

Contractual Obligations

Other than as described below, and as described under the subheading " - Liquidity and Capital Resources" and in Note 5 of Notes to Unaudited Condensed Consolidated Financial Statements, there have been no material changes in our commitments under contractual obligations from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015.

OnDeck Asset Funding I LLC Transaction Closing

On August 19, 2016, we established a new asset-backed revolving debt facility, or the ODAF I Facility, through OnDeck Asset Funding I, LLC, or ODAF I, one of our wholly-owned subsidiaries. On such date, ODAF I entered into that certain Credit Agreement, or the ODAF I Credit Agreement, by and among ODAF I, as Borrower, the Lenders party thereto from time to time, Ares Agent Services, L.P., as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties, and Wells Fargo Bank, N.A., as Paying Agent. We may now obtain funding (subject to customary borrowing conditions) through the ODAF I Facility, including to finance certain of our loans not currently financeable by our other funding sources due to concentration limitations and to finance our larger term loans with a maximum original principal amount of up to $400,000.

The following table summarizes certain aspects of the ODAF I Facility:

Facility Size	$100 million
Borrowing Base Advance Rate	Up to 80%
Interest Rate	LIBOR (minimum of 0.0%) + 7.25%
Commitment Termination Date	August 19, 2018

Under the ODAF I Facility, the Lenders party thereto commit to make loans to ODAF I, the proceeds of which are used to finance ODAF I’s purchase of small business loans from us. The revolving pool of small business loans purchased by ODAF I serves as collateral for the loans made to ODAF I under the ODAF I Facility. ODAF I is required to repay the borrowings from collections received on the loans.

ODAF I can voluntarily repay and re-borrow principal amounts under the ODAF I Facility subject to satisfaction of certain borrowing conditions, including borrowing base requirements. In order for our loans to be eligible for purchase by ODAF I under this facility, they must meet all applicable eligibility criteria. Eligibility criteria include, among others, that the applicable loan is denominated in U.S. dollars, that the customer under such loan had a certain minimum OnDeck Score ® at the time of underwriting, that such loan was originated in accordance with our underwriting policies and that such loan is a legal, valid and binding obligation of the obligor under such loan. ODAF I’s collateral pool is subject to certain concentration limits that restrict the collateral pool from being overly concentrated with certain loans sharing common characteristics and that, if exceeded, would require ODAF I to add or maintain additional collateral and, if not cured, an event of default would occur. Concentration limitations include, among others, geography, industry, time in business and outstanding principal balance.

The loans and other assets to be transferred by us to ODAF I in connection with the ODAF I Facility will be owned by ODAF I, will be pledged to secure the payment of the obligations incurred by ODAF I, will be assets of ODAF I and will not be available to satisfy any of our obligations. The ODAF I Facility is a transaction structured to be bankruptcy remote. Lenders under the ODAF I Facility do not have direct recourse to On Deck Capital, Inc.

Our ability to utilize the ODAF I Facility is subject to ODAF I’s compliance with various covenants and other requirements of the ODAF I Credit Agreement. The failure to comply with such requirements may result in events of default, the accelerated repayment of amounts owed under the facility, often referred to as an early amortization event, and/or the termination of the facility.

Such covenants and other requirements include:

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• Financial Covenants. Financial covenants include, among others, requirements with respect to minimum tangible net worth, maximum leverage ratio, minimum consolidated liquidity and minimum unrestricted cash.

• Portfolio Performance Covenants. Portfolio performance covenants include, among others, requirements that the collateral pool not exceed certain default and delinquency rates and that the excess spread on the collateral pool not be less than stated minimum levels. Excess spread is generally the amount by which collections received by ODAF I during a collection period (primarily interest and fees) exceed its fees and expenses during such collection period (including interest expense and servicing fees).

• Other Requirements. Other requirements may include or relate to, among other things, change of control events, certain insolvency-related events, events constituting a servicer default, an inability to engage a replacement backup servicer following termination of the current backup servicer, the occurrence of certain events of default or acceleration under other facilities, our inability or failure to transfer loans to ODAF I as required, failure to make required payments or deposits, events related to the Employee Retirement Income Security Act of 1974, as amended, events related to the entry of an order decreeing dissolution that remains undischarged, events related to the entry or filing of judgments, attachments or certain tax liens that remain undischarged, and certain other events or occurrences that may include breaches of terms, representations, warranties or affirmative and restrictive covenants. Restrictive covenants, among other things, impose limitations or restrictions on ODAF I’s ability to pay dividends, redeem its stock or similar equity interests, make payments in order to retire or obtain the surrender of warrants, options or similar rights, or the ability of ODAF I to incur additional indebtedness, make investments, engage in transactions with affiliates, sell assets, consolidate or merge, make changes in the nature of its business and create liens.

Following an event of default or an early amortization event under the ODAF I Facility, collections on the collateral are applied to repay principal rather than being available on a revolving basis to fund the origination activities of our business. So long as such events are continuing, ODAF I may not make additional borrowings under the ODAF I Facility.

We will act as servicer with respect to the small business loans held by ODAF I. We could be replaced by a designated backup servicer or another replacement servicer upon certain specified occurrences including, among others, our defaulting in our servicing obligations or failure to meet certain financial or other covenants.

The foregoing description of the ODAF I Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the ODAF I Credit Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

ODART Credit Agreement Amendment

On June 17, 2016, OnDeck Account Receivables Trust 2013-1 LLC, or ODART, one of our wholly-owned subsidiaries, amended and restated one of its existing asset-backed revolving debt facilities as described below. On that date, ODART entered into that certain Third Amended and Restated Credit Agreement, or the Third A&R Credit Agreement, with the Lenders party thereto from time to time, Deutsche Bank AG, New York Branch, as Administrative Agent for the Class A Revolving Lenders, or the Administrative Agent, as Class B Agent for the Class B Revolving Lender, and as Collateral Agent for the Secured Parties, or the Collateral Agent, Deutsche Bank Trust Company Americas, as Paying Agent for the Lenders, or the Paying Agent, and Deutsche Bank Securities Inc., as Lead Arranger, Syndication Agent, or the Syndication Agent and Documentation Agent, or the Documentation Agent. The Third A&R Credit Agreement amends and restates the Second Amended and Restated Credit Agreement, dated as of October 7, 2015, by and among ODART, the Lenders party thereto from time to time, the Administrative Agent, the Collateral Agent, the Paying Agent, Syndication Agent and Documentation Agent.

The Third A&R Credit Agreement provides for:

• the reintroduction of Class B revolving loans from the Class B Revolving Lender resulting in additional funding capacity of up to $12.4 million, thereby increasing the facility size to up to $162.4 million;

• a borrowing base advance rate for the Class B revolving loans of 92%;

• an interest rate for the Class B revolving loans equal to LIBOR + 8.00%;

• the increase in the specified portion of the facility usable for the financing of our weekly pay term loan product; and

• various related technical, definitional, conforming and other changes.

The foregoing description of the Third A&R Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Third A&R Credit Agreement, which was filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 and incorporated herein by reference.

OnDeck Asset Securitization Trust II LLC Transaction Closing

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On May 17, 2016, we established a new asset-backed securitization facility through OnDeck Asset Securitization Trust II LLC, or ODAST II, a wholly-owned special purpose vehicle. On such date, ODAST II issued $250 million initial principal amount of Fixed-Rate Asset Backed Notes, or the Series 2016-1 Notes in a new securitization transaction, or the Series 2016-1 Transaction. The Series 2016-1 Notes are the first series of notes issued by ODAST II.

The Series 2016-1 Notes were issued in two classes, Class A and Class B, and were rated by Standard & Poor’s Rating Services and DBRS, Inc. on the issue date. The Series 2016-1 Notes were issued pursuant to a Base Indenture, or the Base Indenture, as supplemented by the Series 2016-1 Indenture Supplement, or the Series 2016-1 Indenture Supplement, or, together with the Base Indenture, the Indenture, each dated as of May 17, 2016, by and between ODAST II and Deutsche Bank Trust Company Americas, as indenture trustee. The Base Indenture permits ODAST II to issue additional series of asset-backed notes in the future. The Series 2016-1 Notes are, and future series of notes, if any, issued under the same Base Indenture will be, secured by and payable from collections received on a revolving pool of small business loans transferred from time to time from us to ODAST II. At the time of issuance of the Series 2016-1 Notes, the portfolio of loans held by ODAST II and pledged to secure the Series 2016-1 Notes was approximately $274.8 million.

The following table summarizes certain aspects of the Series 2016-1 Transaction:

Initial principal amount	$211.5 million (Class A); $28.5 million (Class B)
Interest Rate	4.21% (Class A); 7.63% (Class B)
Revolving Period(1)	Ends April 30, 2018
Optional Prepayment	Beginning April 17, 2018
Final Maturity	May 2020
(1)The period during which remaining cash flow can be used to purchase additional loans.

Our ability to utilize the asset-backed securitization facility is subject to compliance with various requirements set forth in the documents governing the Series 2016-1 Transaction. Such requirements include:

• Eligibility Criteria. In order for our loans to be eligible for purchase by ODAST II, they must meet all applicable eligibility criteria. Eligibility criteria include, among others, that the applicable loan is denominated in U.S. dollars, that the customer under such loan had a certain minimum OnDeck Score® at the time of underwriting, that such loan was originated in accordance with our underwriting policies and that such loan is a legal, valid and binding obligation of the obligor under such loan.

• Concentration Limits. The ODAST II collateral pool is subject to certain concentration limits that, if exceeded, would require ODAST II to add or maintain additional collateral. Failure to so add or maintain additional collateral would result in the occurrence of an amortization event. Concentration limits in respect of the Series 2016-1 Transaction include, among others, geography, industry, minimum OnDeck Score, time in business, original term, outstanding principal balance and loans with scheduled loan payments occurring once a week.

Our ability to utilize the asset-backed securitization facility is also subject to compliance with various covenants and other specified requirements set forth in the documents governing the Series 2016-1 Transaction. The failure to comply with such covenants and requirements may result in the accelerated repayment of amounts owed with respect to the Series 2016-1 Notes, often referred to as an amortization event, events of default under the Base Indenture and/or the termination of the facility. Such requirements include:

• Financial Covenants. Financial covenants include, among others, requirements with respect to minimum tangible net worth, maximum leverage ratio, minimum consolidated liquidity and minimum unrestricted cash.

• Portfolio Performance Covenants. Portfolio performance covenants include requirements that the pool not exceed certain delinquency rates and that the loan yield and the excess spread on the pool not be less than stated minimum levels. Excess spread is generally the amount by which collections received by ODAST II during a collection period (primarily interest and fees) exceed its fees and expenses during such collection period (including interest expense, servicing fees and charged-off receivables).

• Other Events. Other events may include, among others, certain insolvency-related events, events constituting a servicer default, failure to make required payments or deposits, and events related to breaches of terms, representations, warranties or affirmative and restrictive covenants. Restrictive covenants, among other things, impose limitations or restrictions on ODAST II’s ability to pay dividends, redeem its membership interests, or the ability of ODAST II to incur additional indebtedness, make investments, engage in transactions with affiliates, sell assets, consolidate or merge, make changes in the nature of its business and create liens.

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Following an amortization event with respect to the Series 2016-1 Notes, the collections on the collateral are also applied to repay principal on the Series 2016-1 Notes. Following an event of default under the Base Indenture, the collections on collateral are also applied to repay principal on the Series 2016-1 Notes and other outstanding notes, if any, issued by ODAST II.

We are acting as servicer with respect to the small business loans held by ODAST II. If we default in our servicing obligations or fails to meet certain financial or other covenants, an amortization event could occur and/or we could be replaced by a designated backup servicer or another replacement servicer.

The loans and other assets transferred by us to ODAST II are owned by ODAST II, are pledged to secure the payment of the notes issued by ODAST II, are assets of ODAST II and are not available to satisfy any of our obligations. Investors in the Series 2016-1 Transaction do not have direct recourse to On Deck Capital, Inc.

The Series 2016-1 Notes were not and will not be registered under the Securities Act of 1933, as amended, or the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Series 2016-1 Notes were offered only to qualified institutional buyers under Rule 144A and to persons outside the United States pursuant to Regulation S under the Securities Act. Credit ratings are opinions of the relevant rating agency; they are not facts or opinions of the Company. Credit Ratings are not recommendations to purchase, sell or hold any securities, and can be changed or withdrawn at any time.

The foregoing description of the Series 2016-1 Transaction does not purport to be complete and is qualified in its entirety by reference to the Base Indenture and the Series 2016-1 Indenture Supplement, which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 and incorporated herein by reference.

ODAC Credit Agreement Amendment

On April 28, 2016, On Deck Asset Company, LLC , or ODAC, one of our wholly-owned subsidiaries, amended and restated its existing asset-backed revolving debt facility, or the ODAC Facility, which is utilized solely for the financing of our line of credit offering, as described below. On that date, ODAC entered into that certain Third Amended and Restated Credit Agreement, or the Third A&R Credit Agreement, with the Lenders party thereto from time to time and WC 2014-1, LLC, as Administrative Agent for the Lenders, or the Administrative Agent, and Deutsche Bank Trust Company Americas, as Paying Agent and as Collateral Agent for the Secured Parties, or the Collateral Agent. The Third A&R Credit Agreement amends and restates the Second Amended and Restated Credit Agreement, dated as of December 19, 2014, by and among ODAC, as Borrower, the Lenders party thereto from time to time, the Administrative Agent and the Collateral Agent.

The Third A&R Credit Agreement provides for:

• an increase in the Lenders' revolving commitment from an aggregate amount of $50 million to $75 million;

• an increase in the revolving loans interest rate from LIBOR + 8.25% to LIBOR + 9.25%;

• an increase in the borrowing base advance rate from 70% to 75%;

• an extension of the date on or prior to which early termination fees may be payable in the event of a termination or other permanent reduction of the revolving commitments by approximately 11 months to April 28, 2017;

• certain changes to portfolio performance covenants; and

• various related technical, definitional, conforming and other changes.

The foregoing description of the Third A&R Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Third A&R Credit Agreement, which is filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 and incorporated herein by reference.

SunTrust Credit Agreement Amendment

On February 26, 2016, Receivable Assets of OnDeck, LLC, or RAOD, one of our wholly-owned subsidiaries, amended and restated its existing asset-backed revolving debt facility, or the SunTrust Facility. On that date, RAOD entered into that certain Amended and Restated Credit Agreement, or the A&R SunTrust Credit Agreement, with the Lenders party thereto from time to time, SunTrust Bank, as Administrative Agent for the Class A Revolving Lenders, or the Administrative Agent, and Wells Fargo Bank, N.A., as Paying Agent, or in such capacity, the Paying Agent, and as Collateral Agent for the Secured Parties, or in such capacity, the Collateral Agent. The A&R SunTrust Credit Agreement amends and restates that certain Credit Agreement, or the SunTrust Credit Agreement, by and among RAOD, as Borrower, the Lenders party thereto, the Administrative Agent, the Paying Agent and the Collateral Agent. The SunTrust Credit Agreement was previously filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, as filed with the SEC on August 11, 2015.

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The A&R SunTrust Credit Agreement amends the SunTrust Credit Agreement to provide for:

• an increase in the Class A Revolving Lenders' revolving commitment from an aggregate amount of $50 million to $100 million;

• the utilization of up to half of the SunTrust Facility to finance our expanded term loan range offered to select, highly qualified customers, which reflects an increase in the maximum scheduled loan term (to up to 36 months) and the maximum original principal amount (to up to $500,000);

• certain changes to portfolio performance covenants; and

• various related technical, definitional, conforming and other changes.

The foregoing description of the A&R SunTrust Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R SunTrust Credit Agreement, which was previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and incorporated herein by reference. At September 30, 2016, there were $100 million in borrowings outstanding under this facility.

Off-Balance Sheet Arrangements

As of September 30, 2016, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, such as the use of unconsolidated subsidiaries, structured finance, special purpose entities or variable interest entities.

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Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Refer to Note 1, Organization and Summary of Significant Accounting Policies, contained in the Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this report for additional critical accounting policies as compared to those described in our Annual Report on Form 10-K for the year ended December 31, 2015.

Other than noted above, there have been no material changes to our critical accounting policies and estimates as compared to those described in our Annual Report on Form 10-K for the year ended December 31, 2015.

Recently Issued Accounting Pronouncements and JOBS Act Election

Refer to Note 1, Organization and Summary of Significant Accounting Policies, contained in the Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this report for a full description of the recent accounting pronouncements and our expectation of their impact, if any, on our results of operations and financial conditions.

Under the JOBS Act, we meet the definition of an “emerging growth company.” We have irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes from the information previously reported under Part II, “Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2015.”

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act are accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2016, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Two separate putative class actions were filed in August 2015 in the United States District Court for the Southern District of New York against us, certain of our executive officers, our directors and certain or all of the underwriters of our IPO. The suits allege that the registration statement and prospectus for our IPO contained materially false and misleading statements regarding, or failed to disclose, certain information in violation of the Securities Act of 1933, as amended. The suits seek a determination that the case is a proper class action and/or certification of the plaintiff as a class representative, rescission or a rescissory measure of damages and/or unspecified damages, interest, attorneys’ fees and other fees and costs. On February 18, 2016, the court issued an order (1) consolidating the two cases, (2) selecting the lead plaintiff and (3) appointing lead class counsel.  On March 18, 2016, the lead plaintiff filed an amended complaint. In accordance with the court-approved schedule for the case as modified by the court, on June 13, 2016 we filed a motion to dismiss the case and on September 9, 2016, the lead plaintiff filed his opposition to the motion to dismiss. On September 26, 2016, the lead plaintiff filed a notice of voluntary dismissal of the consolidated cases without prejudice as to all parties, which was so ordered by the court on September 28, 2016.

From time to time we are subject to other legal proceedings and claims in the ordinary course of business. The results of such matters cannot be predicted with certainty. However, we believe that the final outcome of any such current matters will not result in a material adverse effect on our consolidated financial condition, consolidated results of operations or consolidated cash flows.

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Item 1A. Risk Factors

Our current and prospective investors should carefully consider the following risks, in addition to those described in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015, and other documents that we file with the SEC from time to time which are available on the SEC website at www.sec.gov, and all other information contained in this report, including our unaudited condensed consolidated financial statements and the related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Cautionary Note Regarding Forward-Looking Statements,” before making investment decisions regarding our securities. The risks and uncertainties described below supplement, or to the extent inconsistent, supersede those in our above-mentioned Form 10-K. In addition, the risks and uncertainties below and in such 10-K are not the only ones we face, but include the most significant factors currently known by us. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any of the following risks materialize, our business, financial condition and results of operations could be materially harmed. In that case, the trading price of our securities could decline, and you may lose some or all of your investment.

We require substantial capital and in the future may require additional capital to pursue our business objectives and growth strategy, and in particular our ability to fund loan originations. If adequate capital is not available to us, our business, operating results and financial condition may be harmed.

Since our founding, we have raised substantial equity and debt financing to support the growth of our business. Because we intend to continue to make investments to support the growth of our business, we require additional capital to pursue our business objectives and growth strategy and respond to business opportunities, challenges or unforeseen circumstances, including lending to our customers, increasing our marketing expenditures to attract new customers and improve our brand awareness, developing and offering loans with new characteristics, introducing new products or services, expanding internationally or further improving existing products and services, enhancing our operating infrastructure and potentially acquiring complementary businesses and technologies. Accordingly, on a regular basis we need or we may need to engage in equity or debt financings to secure additional funds. However, additional funds may not be available when we need them, in amounts we need, on terms that are acceptable to us or at all. Volatility in the credit markets in general or in the market for small business or internet loans in particular may also have an adverse effect on our ability to obtain debt financing. Furthermore, the cost of our borrowing may increase due to market volatility, changes in the risk premiums required by lenders or if traditional sources of debt capital are unavailable. Volatility or depressed valuations or trading prices in the equity markets may similarly adversely affect our ability to obtain equity financing. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.

In particular, we may require additional access to capital to support our lending operations, and we are funding an increasing amount of originations via our available cash on hand. For example, in September 2015, we began offering term loans up to $500,000 with terms as long as 36 months and lower interest rates for qualified customers compared to the rates on our historical term loans. These term loans may have lower margins than loans we have historically made (due to the risk profile of customers eligible for these types of loans). While such loans are currently eligible to be financed through at least one of our existing debt facilities, our ability to finance such loans is limited due to maximum concentration limits, available borrowing capacity and other similar factors. In order to fund such loans that cannot be financed through our debt facilities, we have used, and expect to continue to use, our available cash on hand. In addition, because we are funding fewer loans via Marketplace, as described elsewhere in this report in Item 1A. Risk Factors, we must fund an increasing amount of originations via our available cash on hand. Furthermore, for all loans that are eligible for funding under the terms of our debt or securitization facilities, these facilities have advance rate limitations on the maximum percentage of collateral that may be financed, which requires us to fund the excess portion through our available cash in hand. Due in significant part to the decrease in Marketplace sales and because we have financed a growing amount of originations with our available cash on hand, our cash declined from approximately $160 million at December 31, 2015 to approximately $86 million at September 30, 2016.

We expect that we will continue to use our available cash to fund a portion of our loans and support our growth initiatives and general operations. To supplement our cash resources, we are exploring expanding or modifying our existing debt facilities to provide additional capacity as well as to expand eligibility requirements; adding new debt facilities or replacing or renewing debt facilities scheduled to expire; entering into additional securitizations; increasing our corporate revolving debt facility; expanding the volume of loans that we sell through OnDeck Marketplace and other potential options. If we are unable to adequately supplement our cash resources, we may delay non-essential capital expenditures; implement cost cutting procedures; delay or reduce future hiring; or reduce our rate of future originations compared to current levels. There can be no assurance when we will obtain sufficient sources of external capital to support the growth of our business. Delays in doing so or failure to do so may require us to reduce loan originations or reduce our operations, which would harm our ability to pursue our business objectives as well as harm our business, operating results and financial condition.

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Our business may be adversely affected by disruptions in the credit markets, our failure to comply with our debt agreements, or the termination of our debt agreements, including reduced access to credit and other financing.

Historically, we have depended on debt facilities and other forms of debt in order to finance most of the loans we make to our customers. However, we cannot guarantee that these financing sources will continue to be available beyond the current maturity date of each debt facility, on reasonable terms or at all. As the volume of loans that we make to customers on our platform increases, we may require the expansion of our borrowing capacity on our existing debt facilities and other debt arrangements or the addition of new sources of capital. The availability of these financing sources depends on many factors, some of which are outside of our control. For example, to the extent that the institutional investors that purchase loans from us through OnDeck Marketplace rely on credit to finance those loan purchases, disruptions in the credit market could further harm our ability to grow or maintain OnDeck Marketplace. We may also experience the occurrence of events of default or breaches of financial performance or other covenants under our debt agreements, which could reduce or terminate our access to institutional funding.

In addition, OnDeck Marketplace has substantially declined as a portion of our funding strategy. During 2015, and each of the three months ended March 31, 2016, June 30, 2016 and September 30, 2016, OnDeck Marketplace represented 34.3%, 25.9%, 15.6% and 16.6% of our term loan originations, respectively. In addition, the premiums we have been paid in 2016 have also been lower than those received in 2015. By selling fewer loans via OnDeck Marketplace at lower premiums, we realize lower gain on sale of loans and hold more of our term loan originations on balance sheet, which requires us to self-fund or finance a larger amount of loans. As a result, we have used, and may increasingly use available cash on hand to fund originations. While the premiums on sales of loans via OnDeck Marketplace have decreased, we have continued selling a portion of our loans through this channel in order to maintain active relationships with institutional loan purchasers and to obtain additional funding. We may continue selling a portion of our loans via OnDeck Marketplace at lower premiums for similar reasons and there can be no assurance that investors will continue to purchase our loans via OnDeck Marketplace.

We also rely on securitization as part of our funding strategy and have completed two securitization transactions, one of which is currently outstanding. There can be no assurance that we will be able to successfully access the securitization markets again. Furthermore, because we only recently began accessing this source of capital, there is a greater possibility that it may not be available in the future. In the event of a sudden or unexpected shortage of funds in the banking and financial system, we cannot be sure that we will be able to maintain necessary levels of funding without incurring high funding costs, a reduction in the term of funding instruments or the liquidation of certain assets.

Furthermore, on various dates through September 30, 2017, several of our debt facilities are scheduled to either mature or the period during which new borrowings may be made will expire. In connection with these scheduled maturities or expirations, $20 million will terminate in January 2017, $175 million will terminate in May 2017, $100 million will terminate in June 2017, and $162.4 million will expire in September 2017, and we may not be able to extend or renew these debt facilities. An additional $8.5 million will expire at various dates throughout 2017, subject to similar refinancing risk.

Accordingly, our ability to finance additional loans (or, in the case of our corporate revolving debt facility, make other borrowings) utilizing these financing sources will end. The interest rates and other costs of new, renewal or amended facilities may also be higher than those currently in effect. If we are to be unable to renew or otherwise replace these facilities or generally arrange new or alternative methods of financing on favorable terms, we may be forced to curtail our origination of loans or reduce operations, which would have a material adverse effect on our business, financial condition, operating results and cash flow.

In connection with our sale of loans to our subsidiaries and through OnDeck Marketplace, we make representations and warranties concerning the loans we sell. If those representations and warranties are not correct, we could be required to purchase the loans. In addition, we anticipate voluntarily purchasing loans previously sold to third parties. Any significant required purchases and/or voluntary purchases could have an adverse effect on our ability to operate and fund our business.

In our asset-backed securitization facility and our other asset-backed revolving debt facilities, we transfer loans to our subsidiaries and make numerous representations and warranties concerning the loans we transfer, including representations and warranties that the loans meet the eligibility requirements. We also make representations and warranties in connection with the loans we sell through OnDeck Marketplace. If the representations and warranties that the loans meet the eligibility requirements are incorrect, we may be required to purchase the loans not satisfying the eligibility requirements. Failure to purchase any loans when required would constitute an event of default under the securitization and other asset-backed facilities and may constitute a termination event under the applicable OnDeck Marketplace agreement. At the request of a loan purchaser, we may voluntarily decide to purchase loans sold to third parties. There is no assurance, however, that we would have adequate resources to make such purchases or, if we did make the purchases, that such event might not have a material adverse effect on our business. During the nine months ended September 30, 2016, we voluntarily purchased $6.7 million of loans for strategic business reasons, and

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anticipate we may do so again in the future to the extent that we have adequate resources available to do so. The purchase of loans in large quantities, both on a mandatory or voluntary basis, may have an adverse impact on our liquidity and our ability to originate loans, especially if we are unable to refinance such loans and elect to rely on available cash to purchase them.

We may not have adequate funding capacity in the event that an unforeseen number of customers to whom we have extended a line of credit decide to draw their lines at the same time.

Our current capacity to fund our customers’ lines of credit through existing debt facilities is limited. Accordingly, we maintain cash available to fund our customers’ lines of credit based on the amount that we foresee these customers drawing down. For example, if we make available a line of credit for $15,000 to a small business, we may only reserve a portion of this amount at any given time for immediate drawdown. We base the amount that we reserve on our analysis of aggregate portfolio demand and the historical activity of customers using the line of credit product. However, if we inaccurately predict the number of customers that draw down on their lines of credit at a certain time, or if these customers draw down in greater amounts than we forecast, we may not have enough funds available to lend to them. Failure to provide funds drawn down by our customers on their lines of credit may lead to negative customer experience, damage our reputation and inhibit our growth.

The Supreme Court of the United States declined to hear the appeal of Madden v. Midland Funding, LLC. As a result the decision of the Second Circuit remains in effect and in some circumstances federal preemption will not be available for the benefit of certain purchasers of loans to defend against a state law claim of usury.

In May 2015, the U.S. Court of Appeals for the Second Circuit held in Madden v. Midland Funding, LLC that federal law did not preempt a state’s interest rate limitations when applied to a non-bank debt buyer of a consumer credit card loan seeking to collect interest at the rate originally contracted for by a national bank. The court did not decide, and remanded to the United States District Court for the Southern District of New York, the question of whether New York or Delaware law (the governing law stated in the loan agreement) governed the terms of the loan agreement. The defendant in the Madden case filed a petition for rehearing on June 19, 2015, arguing that the panel’s decision conflicted with precedent from the United States Supreme Court and many other courts, but the Second Circuit denied rehearing on August 12, 2015. In November 2015, the defendant in the Madden case filed a petition for a writ of certiorari with the United States Supreme Court for further review of the Second Circuit’s decision. On June 27, 2016 the United States Supreme Court denied the petition and declined to review the case, which had the effect of leaving the decision of the Second Circuit intact.

The Second Circuit’s holding in the Madden case is binding on federal courts in the states of New York, Connecticut and Vermont. While the Second Circuit’s decision in the Madden case did not decide the question of whether the governing law stated in the applicable loan agreement or the law of the location of the borrower governed the terms of the loan agreement, an extension of the Second Circuit's decision in the Madden case, either within or outside the states included in the Second Circuit, could challenge the preemption of state laws setting interest rate limitations for those loans made by issuing bank partners. If the holding of the Second Circuit were applied by a court with proper jurisdiction to the loans originated by an issuing bank partner and sold to OnDeck and that court determined that the law of the location of the borrower, not the governing law stated in the applicable loan agreement, governed the terms of the loan agreement, and therefore, whether the interest rate charged was permissible, then those loans (or a portion of the principal of and interest on such loans) might be unenforceable and penalties could apply and there could be other related liabilities and reputational harm if OnDeck or a subsequent transferee were to seek to collect on those amounts.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

None.

Use of Proceeds from Initial Public Offering of Common Stock

Our initial public offering of common stock was effected through a Registration Statement on Form S-1 (File No. 333-200043), which was declared, or became, effective on December 16, 2014. There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus filed with the SEC on December 17, 2014 pursuant to Rule 424(b)(4). During the quarter ended September 30, 2016 (the period covered by this report), pending their application, the net proceeds from our IPO were maintained as described in our final prospectus.

Issuer Purchases of Equity Securities

None.

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Item 3. Defaults Upon Senior Securities

None.

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Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits

The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	On Deck Capital, Inc.
	/s/    Howard Katzenberg
	Howard Katzenberg Chief Financial Officer (Principal Financial Officer)
Date: November 7, 2016

	/s/ Nicholas Sinigaglia
	Nicholas Sinigaglia Senior Vice President (Principal Accounting Officer)
Date: November 7, 2016

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Exhibit Index

Exhibit Number	Description	Filed / Furnished / Incorporated by Reference from Form *	Incorporated by Reference from Exhibit Number	Date Filed
3.1	Amended and Restated Certificate of Incorporation.	8-K	3.1	12/22/2014
3.2	Third Amended and Restated Bylaws.	8-K	3.1	8/3/2016
4.1	Form of common stock certificate.	S-1	4.1	11/10/2014
4.2	Ninth Amended and Restated Investors’ Rights Agreement, dated March 13, 2014, by and among the Registrant and certain of its stockholders.	S-1	4.2	11/10/2014
4.3	Form of warrant to purchase Series E preferred stock.	S-1	4.5	11/10/2014
4.4	Form of warrant to purchase common stock.	S-1	4.6	11/10/2014
10.1	Credit Agreement, dated August 19, 2016, by and among OnDeck Asset Funding I LLC, as Borrower, the Lenders party thereto from time to time, Ares Agent Services, L.P., as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties and Wells Fargo Bank, N.A., as Paying Agent.	Filed herewith.
10.2	Form of Performance Agreement	8-K	10.10	9/21/2016
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer.	Filed herewith.
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer.	Filed herewith.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.	Filed herewith.
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.	Filed herewith.
101.INS	XBRL Instance Document	Filed herewith.
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.

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* All exhibits incorporated by reference to the Registrant's Form S-1 or S-1/A registration statements relate to Registration No. 333-200043

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EX-10.1

CREDIT AGREEMENT
dated as of August 19, 2016

among

ONDECK ASSET FUNDING I LLC,
as Borrower,

ARES COMMERCIAL FINANCE LP,

GLENLAKE LOAN FUND, LLC,

ARES CACTUS PRIVATE ASSET BACKED FUND, L.P. and
ARES CENTRE STREET PARTNERSHIP, L.P.,
as Lenders,

OTHER LENDERS PARTY HERETO,

ARES AGENT SERVICES, L.P.,
as Administrative Agent and Collateral Agent,

and

WELLS FARGO BANK, N.A.,
as Paying Agent

$100,000,000 Credit Facility

TABLE OF CONTENTS

			Page
SECTION 1.		DEFINITIONS AND INTERPRETATION	1
	1.1	Definitions	1
	1.2	Accounting Terms	34
	1.3	Interpretation, etc.	34
SECTION 2.		LOANS	35
	2.1	Revolving Loans	35
	2.2	Pro Rata Shares	36
	2.3	Use of Proceeds	37
	2.4	Evidence of Debt; Register; Lenders' Books and Records; Notes	37
	2.5	Interest on Loans	38
	2.6	Default Interest	38
	2.7	Fees	38
	2.8	Repayment on or Before Maturity Date	39
	2.9	Voluntary Commitment Reductions	39
	2.10	Borrowing Base Deficiency	39
	2.11	Controlled Accounts	39
	2.12	Application of Proceeds	43
	2.13	General Provisions Regarding Payments	45
	2.14	Ratable Sharing	46
	2.15	Increased Costs; Capital Adequacy	46
	2.16	Taxes; Withholding, etc.	48
	2.17	Obligation to Mitigate	51
	2.18	Defaulting Lenders	51
	2.19	Removal or Replacement of a Lender	52
	2.20	The Paying Agent	53
	2.21	Duties of Paying Agent	58
	2.22	Collateral Agent	60
	2.23	Intention of Parties	61
	2.24	Increase Option	61
SECTION 3.		CONDITIONS PRECEDENT	62
	3.1	Closing Date	62
	3.2	Conditions to Each Credit Extension	65
SECTION 4.		REPRESENTATIONS AND WARRANTIES	67
	4.1	Organization; Requisite Power and Authority; Qualification; Other Names	67
	4.2	Capital Stock and Ownership	67
	4.3	Due Authorization	67

ii

	4.4	No Conflict	67
	4.5	Governmental Consents	68
	4.6	Binding Obligation	68
	4.7	Eligible Receivables	68
	4.8	Historical Financial Statements	68
	4.9	No Material Adverse Effect	68
	4.10	Adverse Proceedings, etc.	69
	4.11	Payment of Taxes	69
	4.12	Title to Assets	69
	4.13	No Indebtedness	69
	4.14	No Defaults	69
	4.15	Material Contracts	69
	4.16	Governmental Contracts	70
	4.17	Governmental Regulation	70
	4.18	Margin Stock	70
	4.19	Employee Benefit Plans	70
	4.20	Solvency; Fraudulent Conveyance	71
	4.21	Compliance with Statutes, etc.	71
	4.22	Matters Pertaining to Related Agreements	71
	4.23	Disclosure	72
	4.24	Patriot Act	72
	4.25	Remittance of Collections	73
	4.26	Tax Status	73
SECTION 5.		AFFIRMATIVE CONVENANTS	73
	5.1	Financial Statements and Other Reports	73
	5.2	Existence	76
	5.3	Payment of Taxes and Claims	76
	5.4	Insurance	77
	5.5	Inspections; Compliance Audits	77
	5.6	Compliance with Laws	78
	5.7	Separateness	78
	5.8	Further Assurances	78
	5.9	Communication with Accountants	78
	5.10	Acquisition of Receivables from Holdings	79
SECTION 6.		NEGATIVE COVENANTS	79
	6.1	Indebtedness	79
	6.2	Liens	79
	6.3	Equitable Lien	80
	6.4	No Further Negative Pledges	80
	6.5	Restricted Junior Payments	80
	6.6	Subsidiaries	80
	6.7	Investments	80
	6.8	Fundamental Changes; Disposition of Assets; Acquisitions	80

iii

	6.9	Sales and Lease-Backs	81
	6.10	Transactions with Shareholders and Affiliates	81
	6.11	Conduct of Business	81
	6.12	Fiscal Year	81
	6.13	Servicer; Backup Servicer; Custodian	81
	6.14	Acquisitions of Receivables	81
	6.15	Independent Manager	82
	6.16	Organizational Agreements	83
	6.17	Changes in Underwriting or Other Policies	83
	6.18	Receivable Program Agreements	84
	6.19	Certain Fees	84
SECTION 7.		EVENTS OF DEFAULT	84
	7.1	Events of Default	84
SECTION 8.		AGENTS	89
	8.1	Appointment of Agents	89
	8.2	Powers and Duties	89
	8.3	General Immunity	89
	8.4	Agents Entitled to Act as Lender	90
	8.5	Lenders' Representations, Warranties and Acknowledgment	91
	8.6	Right to Indemnity	91
	8.7	Successor Administrative Agent and Collateral Agent	92
	8.8	Collateral Documents	93
SECTION 9.		MISCELLANEOUS	94
	9.1	Notices	94
	9.2	Expenses	94
	9.3	Indemnity	95
	9.4	Reserved	96
	9.5	Amendments and Waivers	96
	9.6	Successors and Assigns; Participations	98
	9.7	Independence of Covenants	102
	9.8	Survival of Representations, Warranties and Agreements	102
	9.9	No Waiver; Remedies Cumulative	102
	9.10	Marshalling; Payments Set Aside	102
	9.11	Severability	103
	9.12	Obligations Several; Actions in Concert	103
	9.13	Headings	103
	9.14	APPLICABLE LAW	103
	9.15	CONSENT TO JURISDICTION	103
	9.16	WAIVER OF JURY TRIAL	104
	9.17	Confidentiality	105
	9.18	Usury Savings Clause	106
	9.19	Counterparts	107
	9.20	Effectiveness	107

iv

9.21	Patriot Act	107
9.22	Lender Representations	107

v

APPENDICES:	A	Revolving Commitments
	B	Notice Addresses
	C	Eligibility Criteria
	D	Excess Concentration Amounts
	E	Portfolio Performance Covenants
SCHEDULES:	1.1	Financial Covenants
	4.1	Jurisdictions of Organization and Qualification; Trade Names
	4.20	Certain Fees
	6.10	Certain Affiliate Transactions
EXHIBITS:	A-1	Form of Funding Notice
	B	Form of Revolving Loan Note
	C-1	Form of Compliance Certificate
	C-2	Form of Borrowing Base Report and Certificate
	D	Form of Assignment Agreement
	E	Form of Certificate Regarding Non-Bank Status
	F-1	Form of Closing Date Certificate
	F-2	Form of Solvency Certificate
	G	Form of Controlled Account Voluntary Payment Notice

vi

CREDIT AGREEMENT

This CREDIT AGREEMENT, dated as of August 19, 2016, is entered into by and among ONDECK ASSET FUNDING I LLC, a Delaware limited liability company (“Company”), the Lenders party hereto from time to time and ARES AGENT SERVICES, L.P., as Administrative Agent for the Lenders (in such capacity, “Administrative Agent”) and as Collateral Agent for the Secured Parties (in such capacity, “Collateral Agent”) and WELLS FARGO BANK, N.A., as Paying Agent (in such capacity, “Paying Agent”).

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, the Lenders have agreed to extend revolving credit facilities to Company consisting of up to $100,000,000 aggregate principal amount of Revolving Commitments, the proceeds of which will be used to (a) acquire Eligible Receivables and (b) pay Transaction Costs related to the foregoing;

WHEREAS, Company has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on all of its assets;

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

1.1Definitions.

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

“2016 Consolidated Net Income” means the Consolidated Net Income of Holdings and its Subsidiaries for the Fiscal Year ending December 31, 2016.

“2017 Consolidated Net Income” means the Consolidated Net Income of Holdings and its Subsidiaries for the Fiscal Year ending December 31, 2017.

“2018 Consolidated Net Income” means the Consolidated Net Income of Holdings and its Subsidiaries for the Fiscal Year ending December 31, 2018.

“Accrued Interest Amount” means, as of any day, the aggregate amount of all accrued and unpaid interest on the Revolving Loans payable hereunder.

“ACH Agreement” has the meaning set forth in the Servicing Agreement.

“ACH Receivable” means each Receivable with respect to which the underlying Receivables Obligor has entered into an ACH Agreement.

“Act” has the meaning set forth in Section 4.25.

“Adjusted EPOB” means, as of any date of determination, the excess of (a) the Eligible Portfolio Outstanding Principal Balance as of such date over (b) the aggregate Excess Concentration Amounts as of such date.

“Adjusted Interest Collections” means, with respect to any Monthly Period, an amount equal to (a) the product of (i) all Collections received during such Monthly Period that were not applied by the Servicer to reduce the Outstanding Principal Balances of the Pledged Receivables in accordance with Section 2(a)(i) of the Servicing Agreement and (ii) (A) for Daily Pay Receivables, the quotient of 21 divided by the number of Business Days in such Monthly Period or (B) for Weekly Pay Receivables, the quotient of 4.3333 divided by the number of Payment Dates in such Monthly Period (which for the avoidance of any doubt may be either 4 or 5 Payment Dates in any given Monthly Period) minus (b) the aggregate amount paid by Company on the related Interest Payment Date pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(v) and (a)(vii) of Section 2.12.

“Administrative Agent” has the meaning set forth in the preamble hereto.

“Adverse Effect” means, with respect to any action, that such action will (a) result in the occurrence of an Event of Default or (b) materially and adversely affect the amount or timing of payments to be made to the Lenders pursuant to this Agreement.

“Adverse Proceeding” means any non-frivolous action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Company or Holdings) at law or in equity, or before or by any Governmental Authority, domestic or foreign, whether pending or, to the knowledge of Company or Holdings, threatened in writing against Company or Holdings, or any of their respective property (it being acknowledged that any action, suit, proceeding, governmental investigation or arbitration by a Governmental Authority against Company and/or Holdings, as applicable, will not be considered frivolous for purposes of this definition).

“Affected Party” means any Lender, Ares Agent Services, L.P., in its individual capacity and in its capacity as Administrative Agent, Paying Agent and, with respect to each of the foregoing, the parent company or holding company that controls such Person.

“Affiliate” means, with respect to any specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and “controlled” and “controlling” have meanings correlative to the foregoing.

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

“Aggregate Amounts Due” has the meaning set forth in Section 2.14.

2

“Agreement” means this Credit Agreement, dated as of August 19, 2016, as it may be amended, supplemented or otherwise modified from time to time.

“Agricultural Purpose Loan” means a loan which is made for an “agricultural purpose,” which is defined under West Virginia law as a purpose related to the production, harvest, exhibition, marketing, transportation, processing or manufacture of agricultural products by a natural person who cultivates, plants, propagates or nurtures the agricultural products. The term “agricultural products” includes agricultural, horticultural, viticultural and dairy products, livestock, wildlife, poultry, bees, forest products, fish and shellfish, and any products thereof, including processed and manufactured products, and any and all products raised or produced on farms and any processed or manufactured products thereof.

“Amortization Period” means the period beginning on the Amortization Start Date and ending on the Maturity Date.

“Amortization Start Date” means the first date upon which one or more of the following occurs:

(a)    an Early Amortization Event; or

(b)    the date that is the second anniversary of the Closing Date (as such date may be extended upon the mutual written agreement of Company and Administrative Agent).

“Annualized Gross Default Ratio” means, with respect to any Monthly Period (calculated as of the Determination Date for such Monthly Period), the percentage equivalent of a fraction equal to the product of (a) 12 and (b) a fraction (i) the numerator of which is the aggregate Gross Default Amount of all Pledged Receivables that became Defaulted Receivables during such Monthly Period and (ii) the denominator of which is the average daily aggregate Outstanding Principal Balance of the Pledged Receivables for such Monthly Period.

“Applicable Advance Rate” means 80%; provided, however, that, notwithstanding the foregoing, at all times during the existence of a Level 1 Performance Event, the Applicable Advance Rate shall be 70%, until such Level 1 Performance Event is cured by three consecutive months of compliance with the Level 1 portfolio performance covenants set forth in Appendix E, in which case the Applicable Advance Rate shall be 80% (until another Level 1 Performance Event occurs).

“Applicable Margin” means the “Applicable Margin” described in the Undertakings Agreement.

“Approved Fund” means any Person that, in the ordinary course of its business, is engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit that generally have an original par amount in excess of $10,000,000 and that is administered or managed by an entity that is not included in the list of entities set forth in clause (b) of the definition of Direct Competitor or any Affiliate thereof.

“Approved State” shall mean each of the 50 United States of America and the District of Columbia.

3

“Asset Purchase Agreement” means that certain Asset Purchase Agreement dated as of the date hereof, by and between Company, as Purchaser, and the Seller, as amended, modified or supplemented from time to time, whereby the Seller has agreed to sell and Company has agreed to purchase Eligible Receivables from time to time.

“Asset Sale” means a sale, lease or sub lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer, license or other disposition to, or any exchange of property with, any Person, in one transaction or a series of transactions, of all or any part of Holdings’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired.

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

“Augmenting Lender” has the meaning set forth in Section 2.24(a).

“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, chief financial officer, general counsel, treasurer, corporate secretary or controller (or, in each case, the equivalent thereof).

“Backup Servicer” means Portfolio Financial Servicing Company or any replacement thereof appointed pursuant to the Backup Servicing Agreement.

“Backup Servicing Agreement” means one or more agreements entered into from time to time between Company, the Administrative Agent and Backup Servicer, as it may be amended, modified or supplemented from time to time.

“Backup Servicing Fee” shall have the meaning attributed to such term in the Backup Servicing Agreement.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Borrowing Base” means, as of any day, an amount equal to the lesser of:

(a)     (i) the lesser of (x) the Applicable Advance Rate multiplied by the Adjusted EPOB at such time, and (y) the Adjusted EPOB, minus the Minimum Overcollateralization Amount, plus (ii) the aggregate amount of Collections in the Lockbox Account and the Collection Account to the extent such Collections and other funds have already been applied to reduce the Eligible Portfolio Outstanding Principal Balance minus (iii) 105% of the sum of the Accrued Interest Amount as of such day and the aggregate amount of all accrued and unpaid fees and expenses due hereunder and under the Servicing Agreement, the Backup Servicing Agreement, the Custodial Agreement and the Successor Servicing Agreement; and

(b)    the Revolving Commitments on such day.

4

With respect to any calculation of the Borrowing Base made pursuant to a borrowing under Section 2.1 and subsequent purchase of Eligible Receivables using the proceeds thereof or purchase of additional Eligible Receivables pursuant to Section 2.11(c)(vii)(C), the Borrowing Base will be calculated on a pro forma basis giving effect to the Eligible Receivables to be purchased and utilizing for this purpose the expected Outstanding Principal Balance of such Eligible Receivables as of the proposed Transfer Date for such Eligible Receivables. With respect to any calculation of the Borrowing Base for any other purpose as of any other date, the Borrowing Base will be calculated based on the actual components thereof as of such date.

“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit C-2, executed by an Authorized Officer of Company and delivered to Administrative Agent, Paying Agent, Collateral Agent and each Lender, which sets forth the calculation of the Borrowing Base, including a calculation of each component thereof.

“Borrowing Base Deficiency” means, as of any day, the amount, if any, by which the Total Utilization of Revolving Commitments exceeds the Borrowing Base; providedthat, if solely as a result of the occurrence of a Level 1 Performance Event and a consequent reduction in the Applicable Advance Rate or increase to the Minimum Overcollateralization Amount resulting therefrom, a deficiency occurs hereunder that would otherwise be deemed a “Borrowing Base Deficiency”, then notwithstanding the foregoing, no Borrowing Base Deficiency, Default or Event of Default shall be deemed to exist hereunder unless such deficiency is not eliminated by no later than (and including) the thirtieth (30^th) day after the occurrence of such Level 1 Performance Event.

“Borrowing Base Report” means a report substantially in the form of Exhibit C‑2, executed by an Authorized Officer of Company and delivered to Administrative Agent, Paying Agent, Collateral Agent and each Lender, which attaches a Borrowing Base Certificate.

“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 or is a day on which banking institutions located in New York are authorized or required by law or other governmental action to close.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person (i) 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 (ii) 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 Federal income tax purposes).

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital 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.

5

“Cash” means money, currency or a credit balance in any demand, securities account or deposit account; provided, however, that notwithstanding anything to the contrary contained herein, “Cash” shall exclude any amounts that would not be considered “cash” under GAAP or “cash” as recorded on the books of Holdings and its Subsidiaries.

“Cash Equivalents” means, as of any day, (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (ii) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such day; (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such day and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) 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 A-1 from S&P or at least P-1 from Moody’s; (d) certificates of deposit or bankers’ acceptances maturing within one year after such day and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; (e) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than $500,000,000 and (iii) has the highest rating obtainable from either S&P or Moody’s; and (f) instruments owned by Holdings or any Subsidiary of Holdings that is not organized or formed in the United States or a state or territory thereof, that in either case are (1) comparable in credit quality and tenor to those referred to in clauses (a) through (e) above,  (2) customarily used by corporations for normal cash management purposes in a jurisdiction outside of the United States, and (3) reasonably required in connection with any business conducted by Holdings or any such Subsidiary in such jurisdiction.

“Certificate Regarding Non-Bank Status” means a certificate substantially in the form of Exhibit E.

“Change of Control” means, at any time: (a) any “person” or “group” of related persons (as such terms are given meaning in the Exchange Act and the rules of the SEC thereunder) is or becomes the owner, beneficially or of record, directly or indirectly, of more than 40% of the economic and voting interests (including the right to elect directors or similar representatives) in the Capital Stock of Holdings; (b) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of Holdings and its Subsidiaries taken as a whole to any “person” (as such term is given meaning in the Exchange Act and the rules of the SEC thereunder); (c) at any time during any consecutive two-year period after the Closing Date, individuals who at the beginning of such period constituted the board of directors of Holdings (together with any new directors whose election or appointment by the board of directors of Holdings or whose nomination for election by the shareholders of Holdings was approved by a vote of a majority of the directors of Holdings then still in office who were either directors at the beginning of such period or whose election, appointment or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of Holdings then in office; or (d) Holdings shall cease to beneficially own and control 100% on a fully diluted basis of the economic and voting interest in the Capital Stock of Company free and clear of any Lien (other than any Lien as to which the holder thereof (such holder, an “Equity

6

Lienholder”) has provided the Administrative Agent, for the benefit of the Lenders, a Protective Undertakings Certification).

“Charged-Off Receivable” means a Receivable which, in each case, consistent with the Underwriting Policies, has or should have been written off Company’s books as uncollectable.

“Chattel Paper” means any “chattel paper”, as such term is defined in the UCC, including electronic chattel paper, now owned or hereafter acquired by the Company.

“Closing Date” means the date of this Agreement.

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit F-1.

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

“Collateral Agent” has the meaning set forth in the preamble hereto, and any successors or assigns thereto.

“Collateral Documents” means the Security Agreement, the Control Agreements and all other instruments, documents and agreements delivered by, or on behalf or at the request of, Company or Holdings pursuant to this Agreement or any of the other Credit Documents, as the case may be, in order to grant to, or perfect in favor of, Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of Company as security for the Obligations or to protect or preserve the interests of Collateral Agent or the Secured Parties therein.

“Collateral Receipt and Exception Report” shall mean the “Trust Receipt” as defined in the Custodial Agreement.

“Collection Account” means a Securities Account with account number 79143400 maintained with the Securities Intermediary in the name of Company.

“Collections” means, with respect to each Pledged Receivable, any and all cash collections and other cash proceeds of such Pledged Receivable (whether in the form of cash, checks, wire transfers, electronic transfers or any other form of cash payment), including, without limitation, all prepayments, all overdue payments, all prepayment penalties and early termination penalties, all finance charges, if any, all amounts collected as interest, fees (including, without limitation, any servicing fees, any origination fees, any loan guaranty fees and, any platform fees), or charges for late payments with respect to such Pledged Receivable, all recoveries with respect to each Charged-Off Receivable (net of amounts, if any, retained by any third party collection agent), all investment proceeds and other investment earnings (net of losses and investment expenses) on Collections as a result of the investment thereof pursuant to Section 6.7, all proceeds of any sale, transfer or other disposition of any Pledged Receivable by Company and all deposits, payments or recoveries made in respect of any Pledged Receivable to any Controlled Account, or received by Company in respect of a Pledged Receivable, and all payments representing a disposition of any Pledged Receivable.

“Company” has the meaning set forth in the preamble hereto.

7

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C-1.

“Compliance Review” has the meaning set forth in Section 5.5(b).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Liquidity” means, as of any day, an amount determined for Holdings and its Subsidiaries, on a consolidated basis, equal to the sum of (i) unrestricted Cash and Cash Equivalents of Holdings and its Subsidiaries (other than any special-purpose, bankruptcy-remote Subsidiary of Holdings formed for the sole purpose of owning and financing a portfolio of Receivables), as of such day and (ii) the aggregate amount of all unused and available credit commitments under any credit facilities of Holdings and its Subsidiaries, as of such day (including, without limitation, all unused and available credit commitments hereunder); provided, that, as of such day, all of the conditions to funding such amounts under clause (ii) have been fully satisfied (other than delivery of prior notice of funding and pre-funding notices, opinions and certificates that are reasonably capable of delivery as of such day) and no lender under such credit facilities shall have refused to make a loan or other advance thereunder at any time after a request for a loan was made thereunder.

“Consolidated Net Income” means, for any period, without duplication, the greater of (x) $0, and (y) (i) the net income (or loss) of Holdings and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) the sum of (a) the income (or loss) of any Person (other than a Subsidiary of Holdings) in which any other Person (other than Holdings or any of its Subsidiaries) has a joint interest, plus (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries or that Person’s assets are acquired by Holdings or any of its Subsidiaries, plus (c) the income of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its Organizational Documents or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, plus (d) any gains or losses attributable to Asset Sales or returned surplus assets of any Pension Plan, plus (e) (to the extent not included in clauses (a) through (d) above) any net extraordinary gains or net extraordinary losses.

“Consolidated Total Debt” means, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness of Holdings and its Subsidiaries determined on a consolidated basis in accordance with GAAP, including all accrued and unpaid interest on the foregoing, provided, that accounts payable, accrued expenses, liabilities for leasehold improvements and deferred revenue of Holdings and its Subsidiaries shall not be included in any determination of Consolidated Total Debt.

“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.

8

“Control Agreements” means, collectively, the Lockbox Account Control Agreement and the Securities Account Control Agreement.

“Controlled Account” means each of the Collection Account and the Lockbox Account, and the “Controlled Accounts” means all of such accounts.

“Controlled Account Bank” means the Securities Intermediary and the Lockbox Account Bank.

“Convertible Indebtedness” means any Indebtedness of Holdings that (a) is convertible to equity, including convertible preferred stock, (b) requires no payment of principal thereof or interest thereon and (c) is fully subordinated to all Indebtedness for borrowed money of Holdings, as to right and time of payment and as to any other rights and remedies thereunder, including, an agreement on the part of the holders of such Indebtedness that the maturity of such Indebtedness cannot be accelerated prior to the maturity date of such Indebtedness for borrowed money.

“Core 400 Portfolio” means all Core 400 Receivables which satisfy the Eligibility Criteria.

“Core 400 Receivable” means any Receivable with an original Outstanding Principal Balance in excess of $250,000.

“Credit Date” means the date of a Credit Extension.

“Credit Document” means any of this Agreement, the Revolving Loan Notes, if any, the Collateral Documents, the Asset Purchase Agreement, the Servicing Agreement, the Backup Servicing Agreement, the Custodial Agreement, the Undertakings Agreement and all other documents, instruments or agreements executed and delivered by Company or Holdings for the benefit of any Agent or any Lender in connection herewith.

“Credit Extension” means the making of a Revolving Loan.

“Cumulative Gross Default Amount” means, with respect to any Quarterly Static Pool, the sum of the Gross Default Amounts for all Defaulted Receivables in such Quarterly Static Pool.

“Cumulative Gross Default Ratio” means, with respect to any Quarterly Static Pool, as of any Determination Date, the percentage equivalent of a fraction (a) the numerator of which is the Cumulative Gross Default Amount in respect of such Quarterly Static Pool as of such Determination Date and (b) the denominator of which is, for such Quarterly Static Pool, the aggregate Original Principal Balance of all Receivables comprising such Quarterly Static Pool.

“Custodial Agreement” means the Custodial Services Agreement to be executed by Company, Servicer, Custodian, Collateral Agent and Administrative Agent, as it may be amended, supplemented or otherwise modified from time to time.

“Custodian” means Wells Fargo Bank, N.A., in its capacity as the provider of services under the Custodial Agreement, or any successor thereto in such capacity appointed in accordance with the Custodial Agreement.

9

“Daily Pay Receivable” means any Receivable for which a Payment is contractually due on every business day pursuant to the applicable Receivables Agreement.

“Dashboard Information” means the following information in relation to the transactions contemplated by the Credit Documents: (i) the pricing of the Revolving Loans and fees payable to the Lenders under the Credit Documents, including any prepayment premiums or similar amounts; (ii) a summary of the Eligibility Criteria, the Excess Concentration Amounts, the Financial Covenants, Level 1 Portfolio Performance Covenants and Level 2 Portfolio Performance Covenants set forth in Appendix E; (iii) summary information in respect of the Pledged Receivables’ compliance with the Level 1 Portfolio Performance Covenants and Level 2 Portfolio Performance Covenants set forth in Appendix E; (iv) a summary of the Pledged Receivables’ composition consisting of the aggregate Outstanding Principal Balance, average Outstanding Principal Balance, aggregate Original Principal Balance, average Original Principal Balance, Portfolio Weighted Average Receivable Yield, weighted average original term, weighted average remaining term, weighted average OnDeck Score®, weighted average FICO® score, weighted average time in business, geographic concentration and industry concentration distribution and loan payment type distribution in respect of the Pledged Receivables; and (v) the expected return profile and loss coverage in respect of the Revolving Loans.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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

“Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Revolving Loans of all Lenders (calculated as if all Defaulting Lenders (other than such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Revolving Loans of such Defaulting Lender.

“Default Interest Rate” has the meaning set forth in Section 2.6.

“Default Period” means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default, and ending on the earliest of the following dates: (i) the date on which all Revolving Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata application of any payments of the Revolving Loans in accordance with the terms of this Agreement), and (b) such Defaulting Lender shall have delivered to Company and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Revolving Commitments, and (iii) the date on which Company, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing.

“Defaulted Loan” has the meaning set forth in Section 2.18.

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“Defaulted Receivable” means, with respect to any date of determination, a Receivable (i) which is a Charged-Off Receivable, (ii) which has a Missed Payment Factor of (x) with respect to Daily Pay Receivables, sixty (60) or higher or (y) with respect to Weekly Pay Receivables, twelve (12) or higher, (iii) which, to the Company’s or Servicer’s knowledge, has been the subject of fraud in connection with its origination or (iv) for which, to the Company’s or Servicer’s knowledge, the related Receivables Obligor is the subject of a bankruptcy or insolvency proceeding.

“Defaulting Lender” has the meaning set forth in Section 2.18.

“Defined Period” means the period of time beginning on September 1, 2015 and ending on June 30, 2016.

“Delinquent Receivable” means, as of any date of determination, any Receivable with a Missed Payment Factor of one (1) or higher as of such date.

“Delinquency Ratio” means, as of any Determination Date, the percentage equivalent of a fraction (a) the numerator of which is the aggregate Outstanding Principal Balance of all Pledged Receivables (that are not Defaulted Receivables) that had a Missed Payment Factor of (x) with respect to Daily Pay Receivables, fifteen (15) or higher, or (y) with respect to Weekly Pay Receivables, three (3) or higher, in each case, as of such Determination Date, and (b) the denominator of which is the aggregate Outstanding Principal Balance of all Pledged Receivables (that are not Defaulted Receivables) as of such Determination Date.

“Deposit Account” means a “deposit account” (as defined in the UCC), including a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Designated Officer” means, with respect to Company, any Person with the title of Chief Executive Officer, Chief Financial Officer or General Counsel.

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

“Direct Competitor” means (a) any Person that is a direct competitor of Holdings or any Subsidiary of Holdings and is identified as such by the Company to the Administrative Agent prior to the Closing Date (as provided in the Undertakings Agreement and as such schedule is updated by the Company from time to time, and consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld)) or (b) any Affiliate of any such Person.

“Document Checklist” shall have the meaning attributed to such term in the Custodial Agreement.

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

“E-Sign Receivable” means any Receivable for which the signature or record of agreement of the Receivables Obligor is obtained through the use and capture of electronic signatures, click-through consents or other electronically recorded assents.

“Early Amortization Event” has the meaning set forth in the Undertakings Agreement.

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“Eligible Assignee” means (i) any Lender or any Lender Affiliate (other than a natural person), and (ii) any other Person (other than a natural Person) approved by Company (which approval shall not be required if a Default or Event of Default or a Level 1 Performance Event has occurred and is continuing) and Administrative Agent (each such approval not to be unreasonably withheld); provided, that (y) neither Holdings nor any Affiliate of Holdings shall, in any event, be an Eligible Assignee, and (z) no Direct Competitor shall be an Eligible Assignee so long as no Event of Default has occurred and is continuing.

“Eligible Portfolio Outstanding Principal Balance” means, as of any date of determination, the sum of the Outstanding Principal Balance for all Eligible Receivables as of such date.

“Eligible Product” means the following Receivable product type: On Deck Core Loans.

“Eligible Receivable” means a Receivable with respect to which the Eligibility Criteria are satisfied as of the applicable date of determination.

“Eligible Receivables Obligor” means a Receivables Obligor that satisfies the criteria specified in Appendix C hereto under the definition of “Eligible Receivables Obligor”, subject to any changes agreed to by the Requisite Lenders and Company from time to time after the Closing Date.

“Eligibility Criteria” means the criteria specified in Appendix C hereto under the definition of “Eligibility Criteria”, subject to any changes agreed to by the Requisite Lenders and Company from time to time after the Closing Date.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates, or under which Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates has any liability.

“Equity Lienholder” has the meaning set forth in the definition of “Change of Control”.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended to the date hereof and from time to time hereafter, and any successor statute.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of a Person shall continue to be considered an ERISA Affiliate of such Person within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of such Person and with respect to liabilities arising after such period, but only to the extent that such Person could

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be liable under the Internal Revenue Code or ERISA as a result of its relationship with such former ERISA Affiliate.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for thirty (30) day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 430(j) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Holdings, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition on Holdings, any of its Subsidiaries or, with respect to any Pension Plan or Multiemployer Plan, any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan of Holdings, any of its Subsidiaries, or, with respect to any Pension Plan or Multiemployer Plan, any of their respective ERISA Affiliates, or the assets thereof, or against Holdings, any of its Subsidiaries or, with respect to any Pension Plan or Multiemployer Plan, any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section 430(k) of the Internal Revenue Code or pursuant to Section 303(k) of ERISA with respect to any Pension Plan.

“Event of Default” means each of the events set forth in Section 7.1.

“Excess Concentration Amounts” means the amounts set forth on Appendix D hereto.

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“Excess Spread” means, with respect to any Determination Date for any Monthly Period, the product of (a) 12 times (b) the percentage equivalent of a fraction (i) the numerator of which is the Adjusted Interest Collections for such Monthly Period and (ii) the denominator of which is the average daily Outstanding Principal Balance of Pledged Receivables for such Monthly Period.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Lender or required to be withheld or deducted from a payment to a Lender, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Lender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Revolving Loan or Revolving Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Revolving Loan or Revolving Commitment (other than pursuant to an assignment request by the Company under Section 2.19) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.16(b), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.16(d)(i) or Section 2.16(d)(ii) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Holdings Facilities” means secured warehouse facilities between one or more lenders or note purchasers and each of the following special-purpose Subsidiaries of Holdings:

(i)OnDeck Asset Securitization Trust II LLC, a Delaware limited liability company;

(ii)OnDeck Account Receivables Trust 2013-1 LLC, a Delaware limited liability company;

(iii)Receivable Assets of OnDeck, LLC, a Delaware limited liability company;

(iv)Prime OnDeck Receivable Trust, LLC, a Delaware limited liability company; and

(v)other special-purpose Subsidiaries of Holdings approved by the Administrative Agent from time to time after the Closing Date.

“FAP Channel” means the “Funding Advisor Program channel” of Holdings through which Receivables are originated through third-party brokers.

“FAP Certification Program” means the procedures maintained by Holdings that are designed to monitor third-party originating brokers that are part of Holding’s Funding Advisor Program Channel based upon qualification parameters set by Holdings.

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“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, as of the date of this agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with), and any current or future regulations promulgated thereunder or official interpretations thereof.

“Financial Covenants” means the financial covenants set forth on Schedule 1.1 hereto.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer (or the equivalent thereof) of Holdings that such financial statements fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is perfected and is the only Lien to which such Collateral is subject.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on December 31 of each calendar year.

“Funding Default” has the meaning set forth in Section 2.18.

“Funding Account” has the meaning set forth in Section 2.11(a).

“Funding Notice” means a notice substantially in the form of Exhibit A-1.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Gross Default Amount” means, for any Defaulted Receivable, the Outstanding Principal Balance for such Receivable on the day it became a Defaulted Receivable, less, with respect to any Defaulted Receivable that is a Defaulted Receivable solely by virtue of clause (ii) of the definition thereof, any Collections received on such Defaulted Receivable from and after the date on which such Receivable became a Defaulted Receivable until the date on which such Receivable becomes a Charged-Off Receivable.

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“Highest Concentration Industry Code” means, on any date of determination, the Industry Code shared by Receivables Obligors of Eligible Receivables having the highest aggregate Outstanding Principal Balance.

“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.

“Historical Financial Statements” means as of the Closing Date, (i) the audited financial statements of Holdings and its Subsidiaries, for the Fiscal Year ended 2015, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Year, and (ii) for the interim period from January 1, 2016 to the Closing Date, internally prepared, unaudited financial statements of Holdings and its Subsidiaries, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for each quarterly period completed before the Closing Date, in the case of clauses (i) and (ii), certified by the chief financial officer (or the equivalent thereof) of Holdings that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject, if applicable, to changes resulting from audit and normal year-end adjustments.

“Holdings” means On Deck Capital, Inc., a Delaware corporation.

“Increased-Cost Lenders” has the meaning set forth in Section 2.19.

“Increasing Lender” has the meaning set forth in Section 2.24(a).

“Indebtedness” as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding trade payables incurred in the ordinary course of business that are unsecured and not overdue by more than six (6) months unless being contested in good faith and any such obligations incurred under ERISA); (v) 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; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, 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; (viii) 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; (ix) any liability of such Person for an obligation of another through any Contractual Obligation (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

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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 (ix), the primary purpose or intent thereof is as described in clause (viii) above; and (x) 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.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages, penalties, claims, costs, expenses and disbursements of any kind or nature whatsoever (excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii) but including the reasonable and documented fees and disbursements of one (1) counsel for Indemnitees and one (1) counsel for the Paying Agent in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any reasonable and documented fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state 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 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, any Related Agreement, or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions 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)).

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

“Indemnitee” has the meaning set forth in Section 9.3.

“Indemnitee Agent Party” has the meaning set forth in Section 8.6.

“Independent Manager” has the meaning set forth in Section 6.15.

“Industry Code” means, with respect to any Receivables Obligor of an Eligible Receivable, the first four digits of the NAICS industry code under which the business of such Receivables Obligor has been classified by Holdings.

“Intangible Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

“Interest Payment Date” means the fifteenth calendar day after the end of each Monthly Period, and if such date is not a Business Day, the next succeeding Business Day.

“Interest Period” means an interest period (i) initially, commencing on and including the Closing Date and ending on and including the last day of the calendar month in which the Closing Date occurs; and (ii) thereafter, commencing on and including the first day of each calendar month and ending on and excluding the first day of the immediately succeeding calendar month.

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

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Investment” means (i) any direct or indirect purchase or other acquisition by Company of, or of a beneficial interest in, any of the Securities of any other Person; (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, from any Person, of any Capital Stock of such Person; and (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contributions by Company 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. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

“Joinder Agreement” has the meaning set forth in Section 2.24(a).

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

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

“Lender Affiliate” means, as applied to any Lender or Agent, any Related Fund and any Person directly or indirectly controlling (including any member of senior management of such Person), controlled by, or under common control with, such Lender or Agent. 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 (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) 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.

“Level 1 Performance Event” means a breach of any Level 1 Portfolio Performance Covenant set forth in Appendix E.

“Level 2 Performance Event” means a breach of any Level 2 Portfolio Performance Covenant set forth in Appendix E.

“Leverage Ratio” means the ratio as of any day of (a) Consolidated Total Debt, excluding Subordinated Indebtedness and Convertible Indebtedness, as of such day, to (b) the sum of (i) Holdings’ total stockholders’ equity as of such day, (ii) Warrant Liability as of such day and (iii) the sum of Subordinated Indebtedness and Convertible Indebtedness as of such day.

“LIBO Rate” means, for any Revolving Loan (or portion thereof) for any Interest Period, the greater of (i) the rate per annum determined by the Administrative Agent at

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approximately 11:00 a.m., London time, on the Interest Rate Determination Date for such Interest Period by reference to the 30-day ICE Benchmark Administration Limited London interbank offered rate per annum for deposits in Dollars for a period equal to one month (as set forth by the Bloomberg Information Service or any successor thereto or any other service selected by the Administrative Agent in its sole discretion); provided, that if such rate is not available at such time for any reason, then the “LIBO Rate” shall be the rate per annum (rounded upward to the nearest 1/16th of 1%) listed in The Wall Street Journal, “Money Rates” table at or about 10:00 a.m., New York City time, on such day (or, if no such rate is listed on such day, the rate listed on the Business Day on which such rate was last listed) and (ii) zero percent per annum.

“Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing, and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“Limited Liability Company Agreement” means the Amended and Restated Limited Liability Company Agreement of the Company, dated as of August 19, 2016.

“Lockbox Account” means a Deposit Account with account number 1370002097 at the Lockbox Account Bank in the name of Company.

“Lockbox Account Bank” means MB Financial Bank, N.A.

“Lockbox Account Control Agreement” shall have the meaning attributed to such term in the Security Agreement.

“Lockbox System” has the meaning set forth in Section 2.11(c).

“Margin Stock” has the meaning set forth in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Master Record” has the meaning set forth in the Custodial Agreement.

“Material Adverse Effect” means, with respect to any event or circumstance and any Person, a material adverse effect on: (i)    the business, assets, financial condition or results of operations of such Person and its consolidated Subsidiaries, if any, taken as a whole; (ii)    the ability of such Person to perform its material obligations under the Credit Documents; (iii) the validity or enforceability of any Credit Document to which such Person is a party; (iv)    the existence, perfection, priority or enforceability of any security interest in a material amount of the Pledged Receivables taken as a whole or in any material part or (v) the enforceability or collectability of the Pledged Receivables taken as a whole or in any material part.

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

“Material Modification” means, with respect to any Receivable, a reduction in the interest rate, an extension of the term, a reduction in, or change in frequency of, any required

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Payment or extension of a Payment Date (other than a temporary modification made in accordance with the Underwriting Policies) or a reduction in the Outstanding Principal Balance.

“Materials” has the meaning set forth in Section 5.5(b).

“Maturity Date” means the earlier of (i) the date that is 12 months after the Amortization Start Date and (ii) the date of the termination of the Revolving Credit Commitments pursuant to Section 7.1.

“Maximum Upfront Fee” means, with respect to each Receivable, the greater of (a) $695 and (b) 4.0% of the original aggregate unpaid principal balance of such Receivable (or such higher percentage as may be agreed to in writing by the Administrative Agent upon the request of the Company).

“Minimum Overcollateralization Amount” means $6,000,000; provided, however, that, notwithstanding the foregoing, at all times during the existence of a Level 1 Performance Event, the Minimum Overcollateralization Amount shall equal $9,000,000, until such Level 1 Performance Event is cured by three consecutive months of compliance with the Level 1 portfolio performance covenants set forth in Appendix E, in which case the Minimum Overcollateralization Amount shall be $6,000,000 (until another Level 1 Performance Event occurs).

“Missed Payment Factor” means, in respect of any Receivable, an amount equal to the sum of (a) the amount equal to (i) the total past due amount of Payments in respect of such Receivable, divided by (ii) the required periodic Payment in respect of such Receivable as set forth in the related Receivables Agreement and (b) the number of Payment Dates, if any, past the Receivable maturity date on which a Payment was due but not received.

“Monthly Period” means the period from and including the first day of a calendar month to and including the last day of such calendar month, provided, however, that the initial Monthly Period will commence on the date hereof and end on the last day of the calendar month in which the Closing Date occurred.

“Monthly Reporting Date” means the third Business Day prior to each Interest Payment Date.

“Monthly Servicing Report” shall have the meaning attributed to such term in the Servicing Agreement.

“Moody’s” means Moody’s Investor Services, Inc.

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“NAICS” means the North American Industry Classification System.

“Net Asset Sale Proceeds” means, with respect to any Permitted Asset Sale, an amount equal to: (i) Cash payments received by, or on behalf of, Company from such Permitted

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Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Permitted Asset Sale to the extent paid or payable to non-Affiliates, including income or gains taxes payable by the seller as a result of any gain recognized in connection with such Permitted Asset Sale during the tax period the sale occurs.

“Net Cash Proceeds” shall mean with respect to any equity issuance, the cash proceeds thereof, net of all taxes and reasonable investment banker’s fees, underwriting discounts or commissions, reasonable legal fees and other reasonable costs and other expenses incurred in connection therewith.

“Non-Consenting Lender” has the meaning set forth in Section 2.19.

“Non-US Lender” has the meaning set forth in Section 2.16(d)(i).

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

“On Deck Core Loans” means Receivables designated as such in the Underwriting Policies.

“On Deck Score” means that numerical value that represents Holdings’ evaluation of the creditworthiness of a business and its likelihood of default on a commercial loan or other similar credit arrangement generated by “version 5” of the proprietary methodology developed and maintained by Holdings, as such methodology is applied in accordance with the other aspects of the Underwriting Policies, as such methodology may be revised and updated from time to time in accordance with Section 6.17.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its articles of organization or certificate of formation, as amended, and its operating agreement, as amended. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Original Borrowing Base Certificate” has the meaning set forth in Section 2.1(c)(ii).

“Original Principal Balance” means, with respect to a Receivable, the original Outstanding Principal Balance of such Receivable on its Origination Date.

“Origination Date” means, with respect to a Receivable, the date on which funds were disbursed to the applicable Receivables Obligor.

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“Other Connection Taxes” means, with respect to any Lender, Taxes imposed as a result of a present or former connection between such Lender and the jurisdiction imposing such Tax (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Revolving Loan or Credit Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

“Outstanding Principal Balance” means, as of any date with respect to any Receivable, the unpaid principal balance of such Receivable as set forth on the Servicer’s books and records as of the close of business on the immediately preceding Business Day; provided, however, that the Outstanding Principal Balance of any Pledged Receivable that has become a Charged-Off Loan will be zero.

“Participant Register” has the meaning set forth in Section 9.6(h).

“Paying Agent” has the meaning set forth in the preamble hereto, and any of its successors and assigns.

“Payment”means, with respect to any Receivable, the required scheduled loan payment in respect of such Receivable, as set forth in the applicable Receivable Agreement.

“Payment Dates” means, with respect to any Receivable, the date a scheduled payment is due in accordance with the Receivable Agreement with respect to such Receivable as in effect as of the date of determination.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 or Title IV of ERISA.

“Permitted Asset Sale” means so long as all Net Asset Sale Proceeds are contemporaneously remitted to the Collection Account, (a) the sale by Company of Receivables to Holdings pursuant to any repurchase obligations of Holdings under the Asset Purchase Agreement, (b) the sale by the Servicer on behalf of Company of Charged-Off Receivables to any third party in accordance with the Servicing Standard, provided, that such sales are made without representation, warranty or recourse of any kind by Company (other than customary representations regarding title and absence of liens on the Charged-Off Receivables, and the status of Company, due authorization, enforceability, no conflict and no required consents in respect of such sale), (c) the sale, not more than once during the twelve-month period beginning on the Closing Date and not more than once during any successive twelve-month period, by Company of Receivables to Holdings who immediately thereafter sells such Receivables to a special-purpose Subsidiary of

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Holdings in connection with the closing of a capital markets term securitization transaction involving the issuance of securities at least one class of which is rated by one or more nationally recognized statistical rating organizations so long as (i) the amount received by Company therefor and deposited into the Collection Account is no less than the aggregate Outstanding Principal Balances of such Receivables, (ii) such sale is made without representation, warranty or recourse of any kind by Company (other than customary representations regarding title, absence of liens on the Receivables, status of Company, due authorization, enforceability, no conflict and no required consents in respect of such sale), (iii) the manner in which such Receivables were selected by Company does not adversely affect the Lenders (iv) the agreement pursuant to which such Receivables were sold to Holdings or such special-purpose Subsidiary, as the case may be, contains an obligation on the part of Holdings or such special-purpose Subsidiary to not file or join in filing any involuntary bankruptcy petition against Company prior to the end of the period that is one year and one day after the payment in full of all Obligations of Company under this Agreement and not to cooperate with or encourage others to file involuntary bankruptcy petitions against Company during the same period and (v) the Administrative Agent has consented to the sale of the specific Receivables to be sold (such consent not to be unreasonably withheld, conditioned or delayed) and (d) the sale by Company of Receivables with the written consent of the Administrative Agent.

“Permitted Discretion” means, with respect to any Person, a determination or judgment made by such Person in good faith in the exercise of reasonable (from the perspective of a secured lender) credit or business judgment.

“Permitted Investments” means the following, subject to qualifications hereinafter set forth: (i) obligations of, or obligations guaranteed as to principal and interest by, the U.S. government or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States of America; (ii) federal funds, unsecured certificates of deposit and time deposits of any bank, the short-term debt obligations of which are rated A-1+ (or the equivalent) by each of the rating agencies and, if it has a term in excess of three months, the long-term debt obligations of which are rated AAA (or the equivalent) by each of the Moody’s and S&P; (iii) deposits that are fully insured by the Federal Deposit Insurance Corp. (FDIC); (iv) only to the extent permitted by Rule 3a-7 under the Investment Company Act of 1940, investments in money market funds (including funds for which the Paying Agent or any of its affiliates is investment manager or advisor) which invest substantially all their assets in securities of the types described in clauses (i) through (iii) above that are rated in the highest rating category by Moody’s or S&P; and (v) such other investments as to which the Administrative Agent consent in its sole discretion. Each of the Permitted Investments may be purchased by the Paying Agent or through an affiliate of the Paying Agent.

Notwithstanding the foregoing, “Permitted Investments” (i) shall exclude any security with the S&P’s “r” symbol (or any other rating agency’s corresponding symbol) attached to the rating (indicating high volatility or dramatic fluctuations in their expected returns because of market risk), as well as any mortgage-backed securities and any security of the type commonly known as “strips”; (ii) shall not have maturities in excess of one year; (iii) shall be limited to those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary or change; and (iv) shall exclude any investment where the right to receive principal and interest derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment. Interest may either be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed spread (if any), and

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move proportionately with that index. No investment shall be made which requires a payment above par for an obligation if the obligation may be prepaid at the option of the issuer thereof prior to its maturity. All investments shall mature or be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three months from the date of their purchase or (y) the Business Day preceding the day before the date such amounts are required to be applied hereunder.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, partnerships, limited 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.

“Pledged Receivables” shall have the meaning attributed to such term in the Servicing Agreement.

“Portfolio” means the Receivables purchased by Company from Holdings pursuant to the Asset Purchase Agreement.

“Portfolio Weighted Average Receivable Yield” means as of any date of determination, the quotient, expressed as a percentage, obtained by dividing (a) the sum, for all Eligible Receivables, of the product of (i) the Receivable Yield for each such Receivable multiplied by (ii) the Outstanding Principal Balance of such Receivable as of such date, by (b) the Eligible Portfolio Outstanding Principal Balance as of such date.

“Prime Rate” means, as of any day, the rate of interest per annum equal to the prime rate publicly announced by the majority of the eleven largest commercial banks chartered under United States Federal or State banking law as its prime rate (or similar base rate) in effect at its principal office. The determination of such eleven largest commercial banks shall be based upon deposits as of the prior year-end, as reported in the American Banker or such other source as may be reasonably selected by the Paying Agent.

“Principal Office” means, for Administrative Agent, Administrative Agent’s “Principal Office” as set forth on Appendix B, or such other office as Administrative Agent may from time to time designate in writing to Company and each Lender; provided, however, that for the purpose of making any payment on the Obligations or any other amount due hereunder or any other Credit Document, the Principal Office of Administrative Agent shall be as set forth on Appendix B (or such other location within the City and State of New York as Administrative Agent may from time to time designate in writing to Company and each Lender).

“Pro Rata Share” means, with respect to any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders.

“Protective Undertaking Certification” means a certification provided by an Equity Lienholder to the Administrative Agent, for the benefit of the Lenders, in form and substance reasonably satisfactory to the Administrative Agent, whereby such Equity Lienholder certifies that such Equity Lienholder will not (a) cause the Company to commence a voluntary or involuntary proceeding under any Debtor Relief Law, (b) in connection with any such proceeding, challenge the “true sale” characterization of any sale of Receivables by Holdings to the Company, or (c) in

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connection with any such proceeding, attempt to cause the Company to be “substantively consolidated” with Holdings or any other Person.

“PTCE” has the meaning set forth in Section 4.19(c)(ii).

“Quarterly Static Pool” shall mean the pool of Receivables with origination dates occurring during any Quarterly Static Pool Period that have been purchased by the Company. For the avoidance of doubt, notwithstanding the Company’s subsequent repurchase of a Receivable, such Receivable shall remain a part of the Quarterly Static Pool.

“Quarterly Static Pool Period” means any full calendar quarter, providedthat (i) if for any such calendar quarter (the “Tested Calendar Quarter”) the aggregate Original Principal Balance of Receivables originated during such period and purchased by the Company is less than $25,000,000, then rather than that Quarterly Static Pool Period including only such calendar quarter, that Quarterly Static Pool Period shall include the Tested Calendar Quarter and up to three additional months immediately following the Tested Calendar Quarter (each such month, a “Successive Month”) until the earlier of (a) the aggregate Original Principal Balance of Receivables purchased by the Company during the Tested Calendar Quarter and one or more of such Successive Months exceeds $25,000,000, or (b) that Quarterly Static Pool Period consists of six (6) calendar months, and (ii) notwithstanding the foregoing, the Defined Period shall be deemed to be a Quarterly Static Pool Period for all purposes of this Agreement notwithstanding any of the requirements or limitations set forth in this definition. The Defined Period shall be the first Quarterly Static Pool Period, and then quarterly testing shall proceed from and including the calendar quarter beginning on April 1, 2016. For the avoidance of doubt, even in a circumstance where a Quarterly Static Pool Period includes one or more Successive Months as described in the immediately preceding sentence, the immediately succeeding Quarterly Static Pool Period shall nonetheless begin on the first day of the next calendar quarter and such immediately succeeding Quarterly Static Pool Period shall thereby also include each Successive Month that was included in the immediately preceding Quarterly Static Pool Period.

“Re-Aged” means returning a delinquent, open-end account to current status without collecting the total amount of principal, interest, and fees that are contractually due.

“Receivable” means any loan or similar contract with a Receivables Obligor pursuant to which Holdings or the Receivables Account Bank extends credit to such Receivables Obligor including all rights under any and all security documents or supporting obligations related thereto, including the applicable Receivable Agreements.

“Receivable Age” means, with respect to a Receivable on any Determination Date, the quotient, rounded to two decimals, of (i) the number of calendar days elapsed between the Origination Date and the Determination Date based on a 360-day year, and (ii) 30.

“Receivable Agreements” means, collectively, with respect to any Receivable, a Business Loan and Security Agreement, a Business Loan and Security Agreement Supplement or Loan Summary, the Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debit), in each case, in substantially the form provided to the Administrative Agent on or prior to the Closing Date and as may be amended, supplemented or modified from time to time in accordance with the terms of this Agreement and the other documents related thereto to which the Receivables Obligor is a party.

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“Receivable File” means, with respect to any Receivable, (i)  copies of each applicable document listed in the definition of “Receivable Agreements,” (ii) the UCC financing statement, if any, filed against the Receivables Obligor in connection with the origination of such Receivable and (iii) copies of each of the documents required by, and listed in, the Document Checklist attached to the Custodial Agreement, each of which may be in electronic form.

“Receivable Yield” means, with respect to any Receivable, the imputed interest rate that is calculated on the basis of the expected aggregate annualized rate of return (calculated inclusive of all interest and fees (other than any Upfront Fees)) of such Receivable over the life of such Receivable.

Such calculation shall assume:

(a)    52 Payment Dates per annum, for Weekly Pay Receivables; and

(b)    252 Payment Dates per annum, for Daily Pay Receivables.

“Receivables Account Bank” means, with respect to any Receivable, (i) BofI Federal Bank, a federal savings institution, (ii) Celtic Bank, a Utah chartered industrial bank or (iii) with the consent of the Administrative Agent, any other institution organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities that originates and owns loans for the Seller pursuant to a Receivables Program Agreement.

“Receivables Guarantor” means with respect to any Receivables Obligor, (a) each holder of the Capital Stock (or equivalent ownership or beneficial interest) of such Receivables Obligor in the case of a Receivables Obligor which is a corporation, partnership, limited liability company, trust or equivalent entity, who has agreed to unconditionally guarantee all of the obligations of the related Receivables Obligor under the related Receivable Agreements or (b) the natural person operating as the Receivables Obligor, if the Receivables Obligor is a sole proprietor.

“Receivables Obligor” means with respect to any Receivable, the Person or Persons obligated to make payments with respect to such Receivable, excluding any Receivables Guarantor referred to in clause (a) of the definition of “Receivables Guarantor.”

“Receivables Program Agreement” means, in each case, for so long as each such agreement shall remain in effect in accordance with its terms, the (i) Master Business Loan Marketing Agreement, dated as of July 19, 2012, between Holdings and BofI Federal Bank, a federal savings institution (as amended, modified or supplemented from time to time), (ii) Business Loan Marketing, Servicing and Purchase Agreement, dated as of June 6, 2014, between Holdings and Celtic Bank Corporation, a Utah industrial bank (as amended, modified or supplemented from time to time), and (iii) any other agreement, in form and substance reasonably satisfactory to the Administrative Agent, between Holdings and a Receivables Account Bank, pursuant to which Holdings may refer applicants for small business loans conforming to the Underwriting Policies to such Receivables Account Bank and such Receivables Account Bank has the discretion to fund or not fund a loan to such applicant based on its own evaluation of such applicant and containing those provisions as are reasonably necessary to ensure that the transfer of small business loans by such Receivables Account Bank to Holdings thereunder are treated as absolute sales.

“Register” has the meaning set forth in Section 2.4(b)(i).

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“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Related Agreements” means, collectively the Organizational Documents of Company and each Receivables Program Agreement.

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Security” has the meaning attributed to such term in the Asset Purchase Agreement.

“Remaining Term” means for any Receivable as of any date of determination, the quotient, rounded to two decimal points, obtained by dividing (a) the excess of (i) such Receivable’s original term expressed in the number of Payment Dates over (ii) the number of Payments made in respect of such Receivable, by (b) the quotient obtained by dividing (i) such Receivable’s original term expressed in the number of Payment Dates, by (ii) such Receivable’s original term expressed in months.

“Replacement Borrowing Base Certificate” has the meaning set forth in Section 2.1(c)(ii).

“Replacement Lender” has the meaning set forth in Section 2.19.

“Requirements of Law” means as to any Person, any law (statutory or common), treaty, rule, ordinance, order, judgment, Governmental Authorization, or regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject.

“Requisite Lenders” means one or more Lenders having or holding Revolving Exposure and representing more than 50% of the sum of the aggregate Revolving Exposure of all Lenders.

“Responsible Officer” means, when used with respect to any Person, any officer of such Person (who, in the case of the Paying Agent and Custodian, is in the corporate trust office of such Person), including any president, vice president, executive vice president, assistant vice president, treasurer, secretary, assistant secretary or any other officer thereof customarily performing functions similar to those performed by the individuals who at the time shall be such officers, respectively, or to whom any matter is referred because of such officer’s knowledge of or familiarity with the particular subject and, in each case, having direct responsibility for the administration of this Agreement and the other Credit Documents to which such Person is a party.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of Company now or hereafter outstanding, except a dividend payable solely in shares of Capital Stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of Company now or hereafter outstanding; and (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of Company now or hereafter outstanding.

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“Revolving Availability” means, as of any date of determination, the amount, if any, by which the Borrowing Base exceeds the Total Utilization of Revolving Commitments.

“Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Commitment, if any, is set forth on Appendix A or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The Administrative Agent shall update Appendix A from time to time to reflect any changes in Revolving Commitments. The aggregate amount of the Revolving Commitments as of the Closing Date is $100,000,000. The Revolving Commitment of each Lender will be equal to zero on the Revolving Commitment Termination Date.

“Revolving Commitment Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

“Revolving Commitment Termination Date” means the earliest to occur of (i) the Amortization Start Date; (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.9(a); and (iii) the date of the termination of the Revolving Commitments pursuant to Section 7.1.

“Revolving Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the aggregate outstanding principal amount of the Revolving Loans of that Lender.

“Revolving Loan” means a Loan made by a Lender to Company pursuant to Section 2.1.

“Revolving Loan Note” means a promissory note in the form of Exhibit B hereto, as it may be amended, supplemented or otherwise modified from time to time.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its permitted successors and assigns.

“Secured Parties” shall have the meaning attributed to such term in the Security Agreement.

“Securities” means any stock, shares, partnership 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.

“Securities Account” means a “securities account” (as defined in the UCC).

“Securities Account Control Agreement” shall have the meaning attributed to such term in the Security Agreement.

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“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Securities Intermediary” means Wells Fargo Bank, N.A.

“Security Agreement” means that certain Security Agreement dated as of the date hereof between Company and the Collateral Agent, as it may be amended, restated or otherwise modified from time to time.

“Seller” has the meaning set forth in the Asset Purchase Agreement.

“Servicer” means Holdings, in its capacity as the “Servicer” under the Servicing Agreement, and, after any removal or resignation of Holdings as the “Servicer” in accordance with the Servicing Agreement, any Successor Servicer.

“Servicer Default” shall have the meaning attributed to such term in the Servicing Agreement.

“Servicing Agreement” means that certain Servicing Agreement dated as of the date hereof between Company, Holdings and the Administrative Agent, as it may be amended, restated or otherwise modified from time to time, and, after the appointment of any Successor Servicer, the Successor Servicing Agreement to which such Successor Servicer is a party, as it may be amended, restated or otherwise modified from time to time.

“Servicing Fees” shall have the meaning attributed to such term in the Servicing Agreement; provided, however that, after the appointment of any Successor Servicer, the Servicing Fees shall mean the Successor Servicer Fees payable to such Successor Servicer.

“Servicing Reports” means the Servicing Reports delivered pursuant to the Servicing Agreement, including the Monthly Servicing Report.

“Servicing Standard” shall have the meaning attributed to such term in the Servicing Agreement.

“Servicing Transition Expenses” means all reasonable, out-of-pocket costs and expenses actually incurred by the Successor Servicer in connection with the assumption of servicing of the Pledged Receivables by a Successor Servicer after the delivery of a Termination Notice to the Servicer.

“Servicing Transition Period” means the period commencing on the giving of a Termination Notice and ending such number of days thereafter as shall be determined by the Administrative Agent in its Permitted Discretion.

“Similar Law” has the meaning set forth in Section 4.19(c).

“Solvency Certificate” means a Solvency Certificate of the chief financial officer (or the equivalent thereof) of each of Holdings and Company substantially in the form of Exhibit F-2.

“Solvent” means, with respect to Company or Holdings, that as of the date of determination, both (i) (a) the sum of such entity’s debt (including contingent liabilities) does not

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exceed the present fair saleable value of such entity’s present assets; (b) such entity’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date; and (c) such entity has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such entity is “solvent” within the meaning given that term and similar terms under laws applicable to it relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Subordinated Indebtedness” means any Indebtedness of Holdings that is fully subordinated to all senior indebtedness for borrowed money of Holdings, as to right and time of payment and as to any other rights and remedies thereunder, including, an agreement on the part of the holders of such Indebtedness that the maturity of such Indebtedness cannot be accelerated prior to the maturity date of such senior indebtedness for borrowed money.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, 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.

“Successor Servicer” shall have the meaning attributed to such term in the Servicing Agreement.

“Successor Servicing Agreement” shall have the meaning attributed to such term in the Servicing Agreement.

“Successor Servicer Fees” means the servicing fees payable to a Successor Servicer pursuant to a Successor Servicing Agreement.

“Tangible Net Worth” means, as of any day, the total of (a) Holdings’ total stockholders’ equity, minus (b) all Intangible Assets of Holdings, minus (c) all amounts due to Holdings from its Affiliates, plus (d) any Convertible Indebtedness plus (e) any Warrant Liability.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed, including any interest, additions to tax or penalties applicable thereto.

“Terminated Lender” has the meaning set forth in Section 2.19.

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“Termination Date” means the date on, and as of, which (a) all Revolving Loans have been repaid in full in cash, (b) all other Obligations (other than contingent indemnification obligations for which demand has not been made) under this Agreement and the other Credit Documents have been paid in full in cash or otherwise completely discharged, and (c) the Revolving Commitment Termination Date shall have occurred.

“Termination Notice” shall have the meaning attributed to such term in the Servicing Agreement.

“Three-Month Average Annualized Gross Default Ratio” on any Monthly Reporting Date, the average of the Annualized Gross Default Ratios as of the three Determination Dates immediately preceding such Monthly Reporting Date.

“Three-Month Average Delinquency Ratio” means, on any Monthly Reporting Date, the average of the Delinquency Ratios as of the three Determination Dates immediately preceding such Monthly Reporting Date.

“Three-Month Average Excess Spread” means, on any Monthly Reporting Date, the average of the Excess Spreads as of the three Determination Dates immediately preceding such Monthly Reporting Date.

“Total Utilization of Revolving Commitments” means, as at any date of determination, the aggregate principal amount of all outstanding Revolving Loans.

“Transaction Costs” means the fees, costs and expenses payable by Holdings or Company on or within ninety (90) days after the Closing Date in connection with the transactions contemplated by the Credit Documents.

“Transfer Date” has the meaning assigned to such term in the Asset Purchase Agreement.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“UCC Agent” means Corporation Service Company, a Delaware corporation, in its capacity as agent for Holdings or other entity providing secured party representation services for Holdings from time to time.

“Undertakings Agreement” means that certain agreement, dated as of the date hereof, by and among Holdings, the Company, the lenders party thereto, the Paying Agent and the Administrative Agent.

“Underwriting Policies” means the credit policies and procedures of Holdings, including the underwriting guidelines and OnDeck Score methodology, and the collection policies and procedures of Holdings, in each case as set forth in the Undertakings Agreement, as such policies, procedures, guidelines and methodologies may be amended from time to time in accordance with Section 6.17.

“Upfront Fees” means, with respect to any Receivable, the sum of any fees charged by Holdings or the Receivables Account Bank, as the case may be, to a Receivables Obligor in connection with the disbursement of a loan, as set forth in the Receivables Agreement related to

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such Receivable, which are deducted from the initial amount disbursed to such Receivables Obligor, including the “Origination Fee” set forth on the applicable Receivable Agreement.

“Volcker Rule” means the common rule entitled “Proprietary Trading and Certain Interests and Relationships with Covered Funds” published at 79 Fed. Reg. 5779 et seq.

“Warrant Liability” means, as of any day, the aggregate stated balance sheet fair value of all outstanding warrants exercisable for redeemable convertible preferred shares of Holdings determined in accordance with GAAP.

“Weekly Pay Receivable” means any Receivable for which a Payment is generally due once per week.

“Weighted Average Vintage Portfolio Age” means for any Quarterly Static Pool, as of any Determination Date, the quotient, rounded to the nearest whole number, obtained by dividing (a) the sum, for all Receivables within such Quarterly Static Pool, of the product of (i) the Receivable Age for each such Receivable as of such Determination Date multiplied by (ii) the Original Principal Balance of such Receivable, by (b) the sum, for all Receivables within such Quarterly Static Pool, of all of such Receivables’ Original Principal Balances.

1.2Accounting Terms.

Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to Section 5.1(a) and Section 5.1(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(d), if applicable). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either Company, the Requisite Lenders or the Administrative Agent shall so request, the Administrative Agent, the Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP and accounting principles and policies in conformity with those used to prepare the Historical Financial Statements and (b) Company shall provide to the Administrative Agent and each Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. If Administrative Agent, Company and the Administrative Agent cannot agree upon the required amendments within thirty (30) days following the date of implementation of any applicable change in GAAP, then all financial statements delivered and all calculations of financial covenants and other standards and terms in accordance with this Agreement and the other Credit Documents shall be prepared, delivered and made without regard to the underlying change in GAAP.

1.3Interpretation, 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”

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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.

SECTION 2.LOANS

2.1Revolving Loans.

(a)Revolving Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Lender severally agrees to make Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided that no Lender shall make any such Revolving Loan or portion thereof to the extent that, after giving effect to such Revolving Loan:

(i)the Total Utilization of Revolving Commitments exceeds the Borrowing Base; or

(ii)the aggregate outstanding principal amount of the Revolving Loans funded by such Lender hereunder shall exceed its Revolving Commitment.

(b)Amounts borrowed pursuant to Section 2.1(a) may be repaid and reborrowed during the Revolving Commitment Period, provided that the Company (A) may not repay the Revolving Loans other than on an Interest Payment Date except to cure a Borrowing Base Deficiency or during the existence of a Level 1 Performance Event to the extent necessary to reduce the Total Utilization of Revolving Commitments to an amount equal to the Borrowing Base or in connection with any repayment described in the last paragraph of Section 2.15, (B) must deliver to the Administrative Agent and the Paying Agent a Controlled Account Voluntary Payment Notice pursuant to Section 2.11(c)(vii) in connection with any repayment made pursuant to such Section, and (C) each repayment of the Revolving Loans shall be in a minimum amount of $250,000 (except in the case of any repayment made to cure a Borrowing Base Deficiency or during the existence of a Level 1 Performance Event to the extent necessary to reduce the Total Utilization of Revolving Commitments to an amount equal to the Borrowing Base). Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Maturity Date. Notwithstanding any provision to the contrary herein (x) voluntary partial repayments of the Revolving Loans may be made only with Collections except in the case of any repayment made to cure a Borrowing Base Deficiency or any repayment made during the existence of a Level 1 Performance Event to the extent necessary to reduce the Total Utilization of Revolving Commitments to an amount equal to the Borrowing Base and (y) the Company may voluntarily prepay the Revolving Loans in whole, but not in part, only in connection with (1) a termination of all of the Revolving Commitments in accordance with Section 2.9 or Section 2.15or (2) otherwise during the Amortization Period occurring after the eighteen-month anniversary of the Closing Date.

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(c)Borrowing Mechanics for Revolving Loans.

(i)Revolving Loans shall be made in an aggregate minimum amount of $250,000; provided, that the initial advance of Revolving Loans on the Closing Date shall be not less than $25,000,000.

(ii)Whenever Company desires that Lenders make Revolving Loans, Company shall deliver to Administrative Agent, the Paying Agent and the Custodian a fully executed and delivered Funding Notice no later than 11:00 a.m. (New York City time) at least three (3) Business Days in advance of the proposed Credit Date; provided, that (x) the Company shall review such Funding Notice on the Business Day immediately preceding the proposed Credit Date and (y) if following such review it has determined that a Receivable would not qualify as an Eligible Receivable by virtue of either clause (h) or (i) of the Eligibility Criteria not being satisfied then (1) such Receivable shall be deemed to be excluded from the Borrowing Base Certificate included in such Funding Notice (each, an “Original Borrowing Base Certificate”) (and any certification related thereto contained therein or in the Credit Documents) and (2) the Company shall deliver to Administrative Agent, the Custodian and the Paying Agent a revised Funding Notice no later than 1:00 p.m. (New York City time) at least one (1) Business Day in advance of the proposed Credit Date and such revised Funding Notice (and the corresponding Borrowing Base Certificate) (each, a “Replacement Borrowing Base Certificate”) shall be modified solely to make adjustments necessary to exclude any such Receivable that would not qualify as an Eligible Receivable by virtue of either clause (h) or (i) of the Eligibility Criteria including any reductions due to any resulting Excess Concentration Amounts, if any. Each such Funding Notice shall be delivered with a Borrowing Base Certificate reflecting sufficient Revolving Availability for the requested Revolving Loans and a Borrowing Base Report.

(iii)Each Lender shall make the amount of its Revolving Loan available to the Paying Agent not later than 3:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars to the Funding Account, and the Paying Agent shall remit such funds to the Company not later than 4:00 p.m. (New York City time) by wire transfer of same day funds in Dollars from the Funding Account to another account of Company designated in the related Funding Notice.

(iv)Company may borrow Revolving Loans pursuant to this Section 2.1, no more than one (1) time per week, and Company may purchase Eligible Receivables pursuant to Section 2.11(c)(vii)(C) no more than one (1) time per week. Any such borrowing pursuant to this Section 2.1 and/or purchase pursuant to Section 2.11(c)(vii)(C) shall occur on the same day. For the avoidance of doubt, on any such day, the Company may either borrow pursuant to this Section 2.1, purchase pursuant to Section 2.11(c)(vii)(C), or do both.

2.2Pro Rata Shares.

All Revolving Loans shall be made by Lenders 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 make a Revolving Loan requested hereunder nor shall any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Revolving Loan requested hereunder.

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2.3Use of Proceeds.

The proceeds of Revolving Loans shall be applied by Company to (a) acquire Eligible Receivables from Holdings pursuant to the Asset Purchase Agreement and (b) pay Transaction Costs. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension 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.

2.4Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a)Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Company to such Lender, including the amounts of the Revolving Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on Company, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Company’s Obligations in respect of any applicable Revolving Loans; and providedfurther, in the event of any inconsistency between the Registers and any Lender’s records, the recordations in the Registers shall govern absent manifest error.

(b)Register. The Administrative Agent, acting for this purpose as an agent of the Company, shall maintain at its Principal Office a register for the recordation of the names and addresses of the Lenders and the Revolving Commitments and Revolving Loans of each Lender from time to time (the “Register”). The Register shall be available for inspection by Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall record in the Register the Revolving Commitments and the Revolving Loans, and each repayment or prepayment in respect of the principal amount of the Revolving Loans, and any such recordation shall be conclusive and binding on Company and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Company’s Obligations in respect of any Revolving Loan. Company hereby designates the entity serving as the Administrative Agent to serve as Company’s agent solely for purposes of maintaining the Register as provided in this Section 2.4, and Company hereby agrees that, to the extent such entity serves in such capacity, the entity serving as the Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute “Indemnitees.”

(c)Revolving Loan Notes. If so requested by any Lender by written notice to Company (with a copy to Administrative Agent) at least two (2) Business Days prior to the Closing Date, or at any time thereafter, Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 9.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Company’s receipt of such notice) a Revolving Loan Note to evidence such Lender’s Revolving Loans.

2.5Interest on Loans.

(a)Except as otherwise set forth herein, for each Interest Period the Revolving Loans shall accrue interest daily in an amount equal to the product of (i) the unpaid principal amount thereof as of such day and (ii) the LIBO Rate for such Interest Period plus the Applicable

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Margin. The LIBO Rate for such Interest Period shall be determined by the Administrative Agent on the Interest Rate Determination Date for such Interest Period and the Administrative Agent shall notify the Company of such determination no later than the first day of such Interest Period.

(b)In computing interest on any Revolving Loan, the date of the making of such Revolving Loan or the first day of an Interest Period applicable to such Revolving Loan shall be included, and the date of payment of such Revolving Loan or the expiration date of an Interest Period applicable to such Revolving Loan shall be excluded; provided, if a Revolving Loan is repaid on the same day on which it is made, one (1) day’s interest shall be paid on that Revolving Loan. Each Lender shall provide an invoice of the interest accrued and payable on each Interest Payment Date on its Revolving Loans not later than 3:00 p.m. (New York city time) on the Monthly Reporting Date immediately preceding such Interest Payment Date.

(c)Except as otherwise set forth herein, interest on each Revolving Loan shall be payable in arrears (i) on and to each Interest Payment Date; (ii) upon the request of the Administrative Agent, upon any prepayment of that Revolving Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) at maturity.

2.6Default Interest.

Subject to Section 9.18, upon the occurrence and during the continuance of an Event of Default, the principal amount of all Revolving Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Revolving Loans not paid on the Interest Payment Date for the Interest Period in which such interest accrued or any fees or other amounts owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable in accordance with Section 2.12(b) at a rate that is 2.0% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Revolving Loans (or, in the case of any such fees and other amounts, at a rate which is 2.0% per annum in excess of the interest rate otherwise payable hereunder) (the “Default Interest Rate”). 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 Administrative Agent or any Lender.

2.7Fees.

(a)Company agrees to pay to each Person entitled to payment thereunder, in the amounts and at the times set forth in the Undertakings Agreement.

(b)All fees (other than any fees payable on the Closing Date) referred to in Section 2.7(a) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable monthly in arrears on (i) each Interest Payment Date during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date, and (ii) on the Revolving Commitment Termination Date.

2.8Repayment on or Before Maturity Date.

Company shall repay (i) the Revolving Loans and (ii) all other Obligations (other than contingent indemnification obligations for which demand has not been made) under this

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Agreement and the other Credit Documents, in each case, in full in cash on or, subject to the other limitations on prepayments herein, before the Maturity Date.

2.9Voluntary Commitment Reductions.

(a)Subject to the payment of any prepayment premium described in Section 2.9(c) below, Company may, upon not less than 20 Business Days’ prior written notice to Administrative Agent, at any time and from time to time terminate in whole, but not reduce in part, the Revolving Commitments.

(b)Company’s notice shall designate the date (which shall be a Business Day) of such termination, and such termination of the Revolving Commitments shall be effective on the date specified in Company’s notice and shall reduce the Revolving Commitment of each Lender to zero.

(c)If Company voluntarily terminates any Revolving Commitments as provided in Section 2.9(a), other than in connection with any voluntary termination described in the last paragraph of Section 2.15, Company shall pay to Paying Agent, on behalf of the Lenders on the date of such termination, the amounts (if any) described in the Undertakings Agreement.

2.10Borrowing Base Deficiency.

Company shall prepay the Revolving Loans within two (2) Business Days of the earlier of (i) an Authorized Officer or the Chief Financial Officer (or in each case, the equivalent thereof) of Company or Holdings becoming aware that a Borrowing Base Deficiency exists and (ii) receipt by Company of notice from any Agent or any Lender that a Borrowing Base Deficiency exists, in each case in an amount equal to such Borrowing Base Deficiency, which shall be applied to prepay the Revolving Loans as necessary to cure any Borrowing Base Deficiency.

2.11Controlled Accounts.

(a)Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Collateral Agent on behalf of the Secured Parties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement.

(b)On or prior to the date hereof, Company shall cause to be established and maintained, (i) a trust account (or sub-accounts), in the name of Company and under the sole dominion and control of the Collateral Agent, designated as the “Collection Account” and bearing a designation clearly indicating that the funds and other property credited thereto are held for

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Collateral Agent for the benefit of the Secured Parties and subject to the Securities Account Control Agreement and (ii) a Deposit Account into which the proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated as the “Lockbox Account” as to which the Collateral Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.

(c)Lockbox System.

(i)Company has established pursuant to the Lockbox Account Control Agreement and the Securities Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a system of lockboxes and related accounts or deposit accounts as described in Sections 2.11(a) and (b) (the “Lockbox System”) into which (subject to the proviso in Section 2.11(a)) all Collections shall be deposited.

(ii)Company shall have identified a method reasonably satisfactory to Administrative Agent to grant Backup Servicer (and its delegates) access to the Lockbox Account when the Backup Servicer has become the Successor Servicer in accordance with the Credit Documents, for purposes of initiating ACH transfers from Receivables Obligors’ operating accounts after the date hereof.

(iii)Company shall not establish any lockbox or lockbox arrangement without the consent of the Administrative Agent in its sole discretion, and prior to establishing any such lockbox or lockbox arrangement, Company shall cause each bank or financial institution with which it seeks to establish such a lockbox or lockbox arrangement, to enter into a control agreement with respect thereto in form and substance satisfactory to the Administrative Agent in its sole discretion.

(iv)Without the prior written consent of the Administrative Agent, Company shall not (A) change the general instructions given to the Servicer in respect of payments on account of Pledged Receivables to be deposited in the Lockbox System or (B) change any instructions given to any bank or financial institution which in any manner redirects any Collections or proceeds thereof in the Lockbox System to any account which is not a Controlled Account.

(v)Company acknowledges and agrees that (A) the funds on deposit in the Lockbox System shall continue to be collateral security for the Obligations secured thereby, and (B) upon the occurrence and during the continuance of an Event of Default, at the election of the Requisite Lenders, the funds on deposit in the Lockbox System may be applied as provided in Section 2.12(b).

(vi)Company has directed, and will at all times hereafter direct, the Servicer to direct payment from each of the Receivables Obligors on account of Pledged Receivables directly to the Lockbox System. Company agrees (A) to instruct the Servicer to instruct each Receivables Obligor to make all payments with respect to Pledged Receivables directly to the Lockbox System and (B) promptly (and, except as set forth in the proviso to this Section 2.11(c)(vi), in no event later than two (2) Business Days following receipt) to deposit all payments received by it on account of Pledged Receivables,

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whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, in the Lockbox System in precisely the form in which they are received (but with any endorsements of Company necessary for deposit or collection), and until they are so deposited to hold such payments in trust for and as the property of the Collateral Agent; provided, however, that with respect to any payment received that does not contain sufficient identification of the account number to which such payment relates or cannot be processed due to an act beyond the control of the Servicer, such deposit shall be made no later than the second Business Day following the date on which such account number is identified or such payment can be processed, as applicable.

(vii)So long as no Default or Event of Default has occurred and shall be continuing, Company or its designee shall be permitted to direct the investment of the funds from time to time held in the Collection Account (A) in Permitted Investments, as further described in the Securities Account Control Agreement, and to sell or liquidate such Permitted Investments and reinvest proceeds from such sale or liquidation in other Permitted Investments (but none of the Collateral Agent, the Administrative Agent or the Lenders shall have liability whatsoever in respect of any failure by the Paying Agent to do so), with all such proceeds and reinvestments to be held in the Collection Account; provided, however, that the maturity of the Permitted Investments on deposit in the Collection Account shall be no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn therefrom pursuant to this Agreement, (B) to repay the Revolving Loans in accordance with Section 2.1(b), provided, however, that (w) in order to effect any such repayment from a Controlled Account, Company shall deliver to the Administrative Agent and the Paying Agent a Controlled Account Voluntary Payment Notice in substantially the form of Exhibit G hereto no later than 12:00 p.m. (New York City time) on the Business Day prior to the date of any such repayment specifying the date of prepayment, the amount to be repaid and the Controlled Account from which such repayment shall be made, (x) reserved, (y) notwithstanding the minimum repayment amounts set forth in Section 2.1(b), the minimum amount of any such repayment on the Revolving Loans shall be $50,000, and (z) after giving effect to each such repayment, an amount equal to not less than the aggregate of 105% of the aggregate pro forma amount of interest, fees and expenses projected to be due hereunder and under the Servicing Agreement, the Backup Servicing Agreement, the Custodial Agreement and the Successor Servicing Agreement, if any, for the remainder of the applicable Interest Period, based on the Accrued Interest Amount on such date and a projection of the interest to accrue on the Revolving Loans during the remainder of the applicable Interest Period using the same assumptions as are contained in the calculation of the Accrued Interest Amount, and the Total Utilization of Revolving Commitments on such date (after giving effect to such repayments), shall remain in the Controlled Accounts, or (C) to purchase additional Eligible Receivables pursuant to the terms and conditions of the Asset Purchase Agreement, provided, (x) that a Borrowing Base Certificate (evidencing sufficient Revolving Availability after giving effect to the release of Collections and the making of any Revolving Loan being made on such date and that after giving effect to the release of Collections, no event has occurred and is continuing that constitutes, or would result from such release that would constitute, a Borrowing Base Deficiency, Default or Event of Default) and a Borrowing Base Report shall be delivered to the Administrative Agent, the Paying Agent and the Custodian no later than 11:00 a.m. (New York City time) at least two (2) Business Days in advance of any such proposed purchase or release, (y) if such purchase of Eligible Receivables were being funded with Revolving Loans, the conditions for making such

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Revolving Loans on such date contained in Section 3.2(a)(iii) and Section 3.2(a)(vi) would be satisfied as of such date, and provided further, that if such withdrawal from the Collection Account does not occur simultaneously with the making of a Revolving Loan by the Lenders hereunder pursuant to the delivery of a Funding Notice, such withdrawal shall be considered a “Revolving Loan” solely for purposes of Section 2.1(c)(iv), (z) no more than one (1) borrowing of Revolving Loans pursuant to Section 2.1 may be made in any calendar week and (z) after giving effect to such release, an amount equal to not less than the aggregate of 105% of the aggregate pro forma amount of interest, fees and expenses projected to be due hereunder and under the Servicing Agreement, the Backup Servicing Agreement, the Custodial Agreement and the Successor Servicing Agreement, if any, for the remainder of the applicable Interest Period, based on the Accrued Interest Amount on such date and a projection of the interest to accrue on the Revolving Loans during the remainder of the applicable Interest Period using the same assumptions as are contained in the calculation of the Accrued Interest Amount, and the Total Utilization of Revolving Commitments on such date shall remain in the Controlled Accounts.

(viii)All income and gains from the investment of funds in the Collection Account shall be retained in the Collection Account, until each Interest Payment Date, at which time such income and gains shall be applied in accordance with Section 2.12(a) or (b) (or, if sooner, until utilized for a repayment pursuant to Section 2.11(c)(vii)(B) or a purchase of additional Eligible Receivables pursuant to Section 2.11(c)(vii)(C)), as the case may be. As between Company and Collateral Agent, Company shall treat all income, gains and losses from the investment of amounts in the Collection Account as its income or loss for federal, state and local income tax purposes. Each of the Company and the Administrative Agent acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Permitted Investments or Paying Agent’s receipt of a broker’s confirmation. Each of the Company and the Administrative Agent agrees that such notifications shall not be provided by the Paying Agent hereunder, and the Paying Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available for any fund/account if no activity has occurred in such fund/account during such period.

2.12Application of Proceeds

(a)Application of Amounts in the Collection Account. So long as no Event of Default has occurred and is continuing (after giving effect to the application of funds in accordance herewith on the relevant date) and the Amortization Period is not then occurring, on each Interest Payment Date, all amounts in the Collection Account shall be applied by the Paying Agent, based on the Monthly Servicing Report approved in good faith by the Administrative Agent (provided, however, that if the Paying Agent receives approval of the Monthly Servicing Report from the Administrative Agent, then the Paying Agent may conclusively presume that such approval was given in good faith) as follows:

(i)first, to Company, on a pari passu basis, (A) amounts sufficient for Company to maintain its limited liability company existence and to pay similar expenses up to an amount not to exceed $1,000 in any Fiscal Year, and only to the extent not previously distributed to Company during such Fiscal Year pursuant to clause (ix) below, and (B) to pay any accrued and unpaid Servicing Fees;

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(ii)second, on a pari passu basis, (A) to the Backup Servicer to pay any accrued and unpaid Backup Servicing Fees; (B) to the Custodian to pay any costs, fees and indemnities then due and owing to the Custodian; (C) to each Controlled Account Bank to pay any costs, fees and indemnities then due and owing to such Controlled Account Bank (in respect of the Controlled Accounts); (D) to Administrative Agent to pay any costs, fees or indemnities then due and owing to Administrative Agent under the Credit Documents; (E) to Collateral Agent to pay any costs, fees or indemnities then due and owing to Collateral Agent under the Credit Documents; and (F) to Paying Agent to pay any costs, fees or indemnities then due and owing to Paying Agent under the Credit Documents; provided, however, that the aggregate amount of costs, fees or indemnities payable to the Backup Servicer, Administrative Agent, the Custodian, the Collateral Agent, each Controlled Account Bank (in respect of the Controlled Accounts) and the Paying Agent pursuant to this clause (ii) shall not exceed $450,000 in any Fiscal Year;

(iii)third, on a pro rata basis, at the direction of the Administrative Agent, to the Lenders, to the Administrative Agent on behalf of the Lenders or Participants, or to Participants, to pay costs, fees, and accrued interest for the Interest Period most recently ended (calculated in accordance with Section 2.5(a)) on the Revolving Loans and expenses payable pursuant to the Credit Documents;

(iv)fourth, on a pro rata basis, at the direction of the Administrative Agent, to the Lenders, to the Administrative Agent on behalf of the Lenders or Participants, or to Participants, in an amount necessary to reduce any Borrowing Base Deficiency to zero;

(v)fifth, to pay to Administrative Agent, the Backup Servicer, Custodian, Paying Agent, Collateral Agent and each Controlled Account Bank any costs, fees or indemnities not paid in accordance with clause (ii) above;

(vi)sixth, to pay all other Obligations or any other amount then due and payable hereunder;

(vii)seventh, at the election of Company, on a pro rata basis, at the direction of the Administrative Agent, to the Lenders, to the Administrative Agent on behalf of the Lenders or Participants, or to Participants, to repay the principal of the Revolving Loans; and

(viii)eighth, provided that no Borrowing Base Deficiency would occur after giving effect to such distribution, any remainder to Company or as Company shall direct consistent with Section 6.5.

(b)Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default or during the Amortization Period, on each Interest Payment Date, all amounts in the Collection Account shall be applied by the Paying Agent based on the Monthly Servicing Report approved in good faith by the Administrative Agent (provided, however, that if the Paying Agent receives approval of the Monthly Servicing Report from the Administrative Agent, then the Paying Agent may conclusively presume that such approval was given in good faith) as follows:

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(i)first, to Company, on a pari passu basis, (A) amounts sufficient for Company to maintain its limited liability company existence and to pay similar expenses up to an amount not to exceed $1,000 in any Fiscal Year, and only to the extent not previously distributed to Company during such Fiscal Year pursuant to Section 2.12(a)(i) or 2.12(a)(viii) above, and (B) to pay any accrued and unpaid Servicing Fees;

(ii)second, on a pari passu basis, (A) to the Backup Servicer to pay any accrued and unpaid Backup Servicing Fees; (B) to the Custodian to pay any costs, fees and indemnities then due and owing to the Custodian; (C) to each Controlled Account Bank to pay any costs, fees and indemnities then due and owing to such Controlled Account Bank (in respect of the Controlled Accounts), (D) to Administrative Agent to pay any costs, fees or indemnities then due and owing to Administrative Agent under the Credit Documents; (E) to Collateral Agent to pay any costs, fees or indemnities then due and owing to Collateral Agent under the Credit Documents; and (F) to Paying Agent to pay any costs, fees or indemnities then due and owing to Paying Agent under the Credit Documents;

(iii)third, on a pro rata basis, at the direction of the Administrative Agent, to the Lenders, to the Administrative Agent on behalf of the Lenders or Participants, or to Participants, to pay costs, fees, and accrued interest (calculated in accordance with Section 2.5(a)) on the Revolving Loans and expenses payable pursuant to the Credit Documents;

(iv)fourth, on a pro rata basis, at the direction of the Administrative Agent, to the Lenders, to the Administrative Agent on behalf of the Lenders or Participants, or to Participants, until the Revolving Loans are paid in full;

(v)fifth, to pay all other Obligations or any other amount then due and payable hereunder; and

(vi)sixth, any remainder to Company.

2.13General Provisions Regarding Payments.

(a)All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and paid not later than 12:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds. Funds received after that time on such due date shall be deemed to have been paid by Company on the next Business Day (provided, that any repayment made pursuant to Section 2.11(c)(vii)(B) or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13).

(b)All payments in respect of the principal amount of any Revolving Loan (other than, unless requested by the Administrative Agent, voluntary prepayments of Revolving Loans or payments pursuant to Section 2.10) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid.

(c)Paying Agent shall promptly distribute to each Lender, at such address as such Lender shall indicate in writing, the applicable Pro Rata Share of each such Lender of all

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payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Paying Agent.

(d)Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder.

(e)Except as set forth in the proviso to Section 2.13(a), Paying Agent shall deem any payment by or on behalf of Company hereunder to them that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Paying Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company and Administrative Agent if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate otherwise applicable to such paid amount from the date such amount was due and payable until the date such amount is paid in full.

2.14Ratable Sharing.

Lenders hereby agree among themselves that, except as otherwise provided herein or in the Collateral 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 Revolving Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off 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 the Bankruptcy Code, 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 such Lender would be entitled pursuant to this Agreement (after giving effect to the priority of payments determining application of payments to the Lenders), then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent, Paying Agent and each 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 the recovery of such Aggregate Amounts Due shall be shared by the applicable Lenders in proportion to the Aggregate Amounts Due to them pursuant to this Agreement; 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 Company 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. Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all monies owing by Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

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2.15Increased Costs; Capital Adequacy.

(a)Compensation for Increased Costs and Taxes. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Affected Party with any guideline, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other Governmental Authority or quasi-Governmental Authority (whether or not having the force of law): (i) subjects such Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Affected Party (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Affected Party (or its applicable lending office) or its obligations hereunder; and the result of any of the foregoing is to increase the cost to such Affected Party of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Affected Party (or its applicable lending office) with respect thereto; then, in any such case, if such Affected Party deems such change to be material, Company shall promptly pay to such Affected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Affected Party in its sole discretion shall determine) as may be necessary to compensate such Affected Party for any such increased cost or reduction in amounts received or receivable hereunder and any reasonable expenses related thereto. Such Affected Party shall deliver to Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Affected Party under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(b)Capital Adequacy Adjustment. In the event that any Affected Party shall have determined in its sole discretion (which determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) that (i) the adoption, effectiveness, phase‑in or applicability of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Affected Party (or its applicable lending office) or any company controlling such Affected Party with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Affected Party or any company controlling such Affected

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Party as a consequence of, or with reference to, such Affected Party’s Loans or Revolving Commitments, or participations therein or other obligations hereunder with respect to the Loans to a level below that which such Affected Party or such controlling company could have achieved but for such adoption, effectiveness, phase‑in, applicability, change or compliance (taking into consideration the policies of such Affected Party or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Affected Party of the statement referred to in the next sentence, Company shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party or such controlling company on an after‑tax basis for such reduction. Such Affected Party shall deliver to Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Affected Party under this Section 2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.15 shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

(c)Delay in Requests. Failure or delay on the part of any Affected Party to demand compensation pursuant to the foregoing provisions of this Section 2.15 shall not constitute a waiver of such Affected Party’s right to demand such compensation, provided that Company shall not be required to compensate an Affected Party pursuant to the foregoing provisions of this Section 2.15 for any increased costs incurred or reductions suffered more than ninety (90) days prior to the date that such Affected Party notifies Company of the matters giving rise to such increased costs or reductions and of such Affected Party’s intention to claim compensation therefor.

Notwithstanding anything to the contrary in this Agreement, (i) if at any time any Affected Party demands compensation pursuant to the foregoing provisions of this Section 2.15, then the Company may at its discretion from and after the date of such demand voluntarily terminate in whole the Revolving Commitments hereunder without the payment of any prepayment premium of any sort, and (ii) with respect to any Affected Party, the Company shall not be required to pay any increased costs under this Section 2.15 if the payment of such increased cost would cause the Company’s all-in cost of borrowing hereunder, for the applicable period to be in excess of the LIBO Rate plus 12.5%.

2.16Taxes; Withholding, etc.

(a)Payments to Be Free and Clear. All sums payable by Company hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax.

(b)Withholding of Taxes. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party under any of the Credit Documents: (i) Company shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such Tax to the relevant Governmental Authority before the date on which penalties

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attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; (iii) if such Tax is an Indemnified Tax, the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (and any withholdings imposed on additional amounts payable under this paragraph), such Affected Party receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Agent evidence satisfactory to the other Affected Parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority. Each party hereto agrees that the Paying Agent and Company have the right to withhold on payments (without any corresponding gross-up) where a party fails to comply with the documentation requirements set forth in Section 2.16(d). Upon request from the Paying Agent, the Company will provide such additional information that it may have to assist the Paying Agent in making any withholdings or informational reports.

(c)Indemnification by Company. Company shall indemnify each Affected Party, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes payable or paid by such Affected Party or required to be withheld or deducted from a payment to such Affected Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Company by an Affected Party (with a copy to the Paying Agent), or by the Paying Agent on its own behalf or on behalf of an Affected Party, shall be conclusive absent manifest error.

(d)Evidence of Exemption or Reduced Rate From U.S. Withholding Tax.

(i)Each Lender and the Administrative Agent that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall, to the extent it is legally entitled to do so, deliver to Paying Agent and the Company, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Paying Agent (each in the reasonable exercise of its discretion), (A) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable (with appropriate attachments) (or any successor forms), properly completed and duly executed by such the Administrative Agent or such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company or the Paying Agent to establish that the Administrative Agent or such Lender is not subject to, or is eligible for a reduction in the rate of, deduction or withholding of United States federal income tax with respect to any payments to Administrative Agent or such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (B) if the Administrative Agent or such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8IMY or W-8ECI pursuant to

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clause (A) above and is relying on the so called “portfolio interest exception”, a Certificate Regarding Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or any successor form), properly completed and duly executed by the Administrative Agent or such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company or the Paying Agent to establish that the Administrative Agent or such Lender is not subject, or is eligible for a reduction in the rate of, to deduction or withholding of United States federal income tax with respect to any payments to the Administrative Agent or such Lender of interest payable under any of the Credit Documents. The Administrative Agent and each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.16(d)(i) or Section 2.16(d)(ii) hereby agrees, from time to time after the initial delivery by the Administrative Agent or such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that the Administrative Agent or such Lender shall promptly deliver to Company and the Paying Agent two new original copies of Internal Revenue Service Form W‑8BEN, W-8BEN-E, W-8IMY, or W‑8ECI, or, if relying on the “portfolio interest exception”, a Certificate Regarding Non‑Bank Status and two original copies of Internal Revenue Service Form W‑8BEN or W‑8BEN-E, as applicable (or any successor form), as the case may be, properly completed and duly executed by the Administrative Agent or such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company or Paying Agent to confirm or establish that the Administrative Agent or such Lender is not subject to, or is eligible for a reduction in the rate of, deduction or withholding of United States federal income tax with respect to payments to the Administrative Agent or such Lender under the Credit Documents, or notify Paying Agent and Company of its inability to deliver any such forms, certificates or other evidence.

(ii)Any Lender and the Administrative Agent that is a U.S. Person shall deliver to Company and the Paying Agent on or prior to the date on which such Lender becomes a Lender under this Agreement on the Closing Date or pursuant to an Assignment Agreement (and from time to time thereafter upon the reasonable request of Company or the Paying Agent), executed originals of IRS Form W-9 certifying that such Lender is a U.S. Person and exempt from U.S. federal backup withholding tax.

(iii)If a payment made to the Administrative Agent or a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if the Administrative Agent or such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), the Administrative Agent or such Lender shall deliver to Company and the Paying Agent at the time or times reasonably requested by Company or the Paying Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Company or the Paying Agent as may be necessary for Company and the Paying Agent to comply with their obligations under FATCA and to determine that the Administrative Agent or such Lender has complied with the Administrative Agent’s or such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16(d)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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(e)Payment of Other Taxes by the Company. The Company shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

2.17Obligation to Mitigate.

Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Revolving Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.15 and/or Section 2.16, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to 2.15 and/or 2.16 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments or Revolving Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments or Revolving Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.17 unless Company agrees to pay all reasonable and incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Company pursuant to this Section 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.

2.18Defaulting Lenders.

Anything contained herein to the contrary notwithstanding, in the event that other than at the direction or request of any regulatory agency or authority, any Lender defaults (in each case, a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Revolving Loan (in each case, a “Defaulted Loan”), then (a) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents; (b) to the extent permitted by applicable law, until such time as the Default Excess, if any, with respect to such Defaulting Lender shall have been reduced to zero, (i) any voluntary prepayment of the Revolving Loans shall be applied to the Revolving Loans of other Lenders as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Revolving Loans shall be applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that Company shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); and (c) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.18, performance by Company of its obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a result of any Funding Default or the operation of this Section 2.18. The rights and remedies against a Defaulting Lender

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under this Section 2.18 are in addition to other rights and remedies which Company may have against such Defaulting Lender with respect to any Funding Default and which Administrative Agent or any Lender may have against such Defaulting Lender with respect to any Funding Default or violation of Section 8.5.

2.19Removal or Replacement of a Lender.

Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Company that such Lender is entitled to receive payments under Section 2.15 and/or Section 2.16, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company’s request for such withdrawal; (b) (i) any Lender shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five (5) Business Days after Company’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.5(b), the consent of Administrative Agent and Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders that are not Affiliates of the Administrative Agent (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Company may, by giving written notice to any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender and, if applicable, each other such Lender hereby irrevocably agrees) to assign its outstanding Revolving Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees identified by Company (each a “Replacement Lender”) in accordance with the provisions of Section 9.6; provided, (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender and, if applicable, such other Lenders, an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Terminated Lender and, if applicable, such other Lenders, and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender and, if applicable, such other Lenders, pursuant to Section 2.7; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender and, if applicable, such other Lenders pursuant to Section 2.15 and/or Section 2.16 and any other amounts due to such Terminated Lender and, if applicable, such other Lenders; (3) in the event such Terminated Lender is an Increased-Cost Lender, such assignment will result in a reduction in any claims for payments under Section 2.15 and/or Section 2.16, as applicable, and (4) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and, if applicable, such other Lenders and the termination of such Terminated Lender’s Revolving Commitments and, if applicable, the Revolving Commitments of such other Lenders, such Terminated Lender and, if applicable, such other Lenders shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender and, if applicable, such other Lenders to indemnification hereunder shall survive as to such Terminated Lender and such other Lenders.

2.20The Paying Agent.

(a)The Lenders hereby appoint Wells Fargo Bank, N.A. as the initial Paying Agent. All payments of amounts due and payable in respect of the Obligations that are to be made

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from amounts withdrawn from the Collection Account pursuant to Section 2.12 shall be made by the Paying Agent based on the Monthly Servicing Report (upon which the Paying Agent shall be entitled to conclusively rely).

(b)The Paying Agent hereby agrees that, subject to the provisions of this Section, it shall:

(i)hold any sums held by it for the payment of amounts due with respect to the Obligations in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii)give the Administrative Agent notice of any default by the Company in the making of any payment required to be made with respect to the Obligations of which it has actual knowledge;

(iii)comply with all requirements of the Internal Revenue Code and any applicable State law with respect to the withholding from any payments made by it in respect of any Obligations of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; and

(iv)provide to the Agents such information as is required to be delivered under the Internal Revenue Code or any State law applicable to the particular Paying Agent, relating to payments made by the Paying Agent under this Agreement.

(c)Each Paying Agent (other than the initial Paying Agent) shall be appointed by the Lenders with the prior written consent of the Company (if required), in accordance with Section 2.20(s).

(d)The Company shall indemnify the Paying Agent and its officers, directors, employees and agents for, and hold them harmless against any loss, liability or expense incurred, other than in connection with the willful misconduct, fraud, gross negligence or bad faith on the part of the Paying Agent, arising out of or in connection with the performance of its obligations under and in accordance with this Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. All such amounts shall be payable in accordance with Section 2.12 and such indemnity shall survive the termination of this Agreement and the resignation or removal of the Paying Agent.

(e)The Paying Agent undertakes to perform such duties, and only such duties, as are expressly set forth in this Agreement. No implied covenants or obligations shall be read into this Agreement against the Paying Agent. The Paying Agent may conclusively rely on the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Paying Agent pursuant to and conforming to the requirements of this Agreement.

(f)The Paying Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the direction or request of the Administrative Agent or other relevant instructing party expressly permitted hereunder, or (ii) in the absence of its own fraud, gross negligence or willful misconduct as determined by a court of competent jurisdiction, no longer subject to appeal or review.

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(g)The Paying Agent shall not be charged with knowledge of any event or information, including any Default or Event of Default, unless a Responsible Officer of the Paying Agent obtains actual knowledge or receives written notice of such event from the Company, the Servicer or the Administrative Agent, as the case may be. The receipt and/or delivery of reports and other information under this Agreement by the Paying Agent, and any publicly-available information, shall not constitute notice or actual or constructive knowledge of any such event or information, including any Default or Event of Default, contained therein.

(h)The Paying Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Paying Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Company under this Agreement.

(i)The Paying Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate of an Authorized Officer, any Monthly Servicing Report, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

(j)The Paying Agent may consult with counsel of its choice with regard to legal questions arising out of or in connection with this Agreement and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Paying Agent in good faith and in accordance therewith.

(k)The Paying Agent shall be under no obligation to exercise any of the rights, powers or remedies vested in it by this Agreement or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of the Administrative Agent, any Lender or any Agent pursuant to the provisions of this Agreement, unless the Administrative Agent, on behalf of the Secured Parties, such Lender or such Agent shall have offered to the Paying Agent security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred therein or thereby.

(l)Except as otherwise expressly set forth in Section 2.21, the Paying Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Administrative Agent; provided, that if the payment within a reasonable time to the Paying Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Paying Agent, not reasonably assured by the Company, the Paying Agent may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Company or, if paid by the Paying Agent, shall be reimbursed by the Company to the extent of funds available therefor pursuant to Section 2.12.

(m)The Paying Agent shall not be responsible for the acts or omissions of the Administrative Agent, the Company, the Servicer, any Agent, any Lender or any other Person, and

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may assume compliance by such parties with their obligations, unless a Responsible Officer of the Paying Agent shall have received written notice to the contrary.

(n)Any Person into which the Paying Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which to Paying Agent shall be a party, or any Person succeeding to the business of the Paying Agent, shall be the successor of the Paying Agent under this Agreement, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

(o)The Paying Agent shall not be liable for ensuring that the Secured Parties’ interest in the Collateral is valid or enforceable, and does not assume and shall have no responsibility for, and makes no representation as to, monitoring the status of any lien or performance or value of any Collateral.

(p)If the Paying Agent shall at any time receive conflicting instructions from the Administrative Agent and the Company or the Servicer or any other party to this Agreement and the conflict between such instructions cannot be resolved by reference to the terms of this Agreement, the Paying Agent shall follow the instructions of the Administrative Agent. The Paying Agent may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness, and the parties to this Agreement will hold the Paying Agent harmless from any claims that may arise or be asserted against the Paying Agent because of the invalidity of any such documents or their failure to fulfill their intended purpose.

(q)The Paying Agent is authorized, in its sole discretion, to disregard any and all notices or instructions given by any other party hereto or by any other person, firm or corporation, except only such notices or instructions as are herein provided for and orders or process of any court entered or issued with or without jurisdiction. If any property subject hereto is at any time attached, garnished or levied upon under any court order or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part hereof, then and in any of such events the Paying Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree, and if it complies with any such order, writ, judgment or decree it shall not be liable to any other party hereto or to any other person, firm or corporation by reason of such compliance even though such order, writ, judgment or decree maybe subsequently reversed, modified, annulled, set aside or vacated.

(r)The Paying Agent may: (i) terminate its obligations as Paying Agent under this Agreement (subject to the terms set forth herein) upon at least 30 days’ prior written notice to the Company, the Servicer and the Administrative Agent; provided, however, that, without the consent of the Administrative Agent, such resignation shall not be effective until a successor Paying Agent reasonably acceptable to the Administrative Agent and, so long as no Event of Default is then existing, the Company (such consent not to be unreasonably withheld or delayed) shall have accepted appointment by the Lenders as Paying Agent, pursuant hereto and shall have agreed to be bound by the terms of this Agreement; or (ii) be removed at any time upon thirty (30) days’ written notice by the Administrative Agent (acting at the direction of the Requisite Lenders), delivered to the Paying Agent, the Company and the Servicer. In the event of such termination or removal, the Lenders with, so long as no Event of Default is then existing, the consent of the Company (such consent not to be unreasonably withheld or delayed) shall appoint a successor

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paying agent. If, however, a successor paying agent is not appointed by the Lenders within sixty (60) days after the giving of notice of resignation or removal, the Paying Agent may petition a court of competent jurisdiction for the appointment of a successor Paying Agent.

(s)Any successor Paying Agent appointed pursuant hereto shall (i) execute, acknowledge, and deliver to the Company, the Servicer, the Administrative Agent, and to the predecessor Paying Agent an instrument accepting such appointment under this Agreement. Thereupon, the resignation or removal of the predecessor Paying Agent shall become effective and such successor Paying Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor as Paying Agent under this Agreement, with like effect as if originally named as Paying Agent. The predecessor Paying Agent shall upon payment of its fees and expenses deliver to the successor Paying Agent all documents and statements and monies held by it under this Agreement; and the Company and the predecessor Paying Agent shall execute and deliver such instruments and do such other things as may reasonably be requested for fully and certainly vesting and confirming in the successor Paying Agent all such rights, powers, duties, and obligations.

(t)The Company shall reimburse the Paying Agent for the reasonable out-of-pocket expenses of the Paying Agent actually incurred in connection with the succession of any successor Paying Agent including in transferring any funds in its possession to the successor Paying Agent.

(u)The Paying Agent shall have no obligation to invest and reinvest any cash held in the Collection Account or any other moneys held by the Paying Agent pursuant to this Agreement in the absence of timely and specific written investment direction from Company. In no event shall the Paying Agent be liable for the selection of investments or for investment losses incurred thereon. The Paying Agent shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Company to provide timely written investment direction.

(v)If the Paying Agent shall be uncertain as to its duties or rights hereunder or under any other Credit Documents or shall receive instructions from any of the parties hereto pursuant to this Agreement which, in the reasonable opinion of the Paying Agent, are in conflict with any of the provisions of this Agreement or another Credit Document to which it is a party, the Paying Agent shall be entitled (without incurring any liability therefor to the Company or any other Person) to (i) consult with counsel of its choosing and act or refrain from acting based on the advice of such counsel and (ii) refrain from taking any action until it shall be directed otherwise in writing by all of the parties hereto or by final order of a court of competent jurisdiction.

(w)The Paying Agent shall incur no liability nor be responsible to Company or any other Person for delays or failures in performance resulting from acts beyond its control that significantly and adversely affect the Paying Agent’s ability to perform with respect to this Agreement. Such acts shall include, but not be limited to, acts of God, strikes, work stoppages, acts of terrorism, civil or military disturbances, nuclear or natural catastrophes, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility.

(x)The Paying Agent may execute any of its powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, provided that the Paying Agent shall remain obligated and liable for the administration of its duties hereunder, to the same extent and under the same terms and conditions as if it alone were acting as Paying Agent.

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(y)The Paying Agent shall not be required to take any action that is not in accordance with applicable law. The right of the Paying Agent to perform any permissive or discretionary act enumerated in this Agreement or any related document shall not be construed as a duty.

(z)Knowledge of the Paying Agent shall not be attributed or imputed to Wells Fargo’s other roles in the transaction and knowledge of the Custodian or Securities Intermediary shall not be attributed or imputed to the Paying Agent (other than those where the roles are performed by the same group or division within Wells Fargo or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wells Fargo (and vice versa).

(aa)The Paying Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting any security interest in the Collateral. It is expressly agreed, to the maximum extent permitted by applicable law, that the Paying Agent shall have no responsibility for (A) monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral, (B) taking any necessary steps to preserve rights against any Person with respect to any Collateral, or (C) taking any action to protect against any diminution in value of the Collateral.

(bb)The Lenders hereby authorize and direct the Paying Agent to execute and deliver the Undertakings Agreement and any other Credit Document to which the Paying Agent is a party.

2.21Duties of Paying Agent.

(a)Borrowing Base Reports. Upon receipt of any Borrowing Base Report and the related Borrowing Base Certificate delivered pursuant to Section 2.1(c)(ii), Section 2.11(c)(vii)(B) or Section 2.11(c)(vii)(C), Paying Agent shall, on the Business Day following receipt of such Borrowing Base Report, to the extent that Paying Agent has access to all information necessary to perform the duties set forth herein:

(i)compare the ending Eligible Portfolio Outstanding Principal Balance set forth in such Borrowing Base Report with the aggregate Outstanding Principal Balance of the Eligible Receivables listed in the Master Record and identify any discrepancy;

(ii)compare the number of Pledged Receivables listed in the Master Record with the number of Pledged Receivables provided to the Paying Agent by the Servicer pursuant to Section 4.3 of the Custodial Agreement as the number of Pledged Receivables for which the Custodian holds a Receivables File pursuant to the Custodial Agreement and identify any discrepancy;

(iii)confirm that each Pledged Receivable listed in the Master Record has a unique loan identification number;

(iv)compare the amount set forth in such Borrowing Base Report as the amount on deposit in the Collection Account with the amount shown on deposit in the

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Collection Account as of the date of such Borrowing Base Report and identify any discrepancy;

(v)in the case of a Borrowing Base Report delivered pursuant to Section 2.11(c)(vii)(B) or Section 2.11(c)(vii)(C), recalculate the amount set forth in such Borrowing Base Report as the amount that will be on deposit in the Collection Account after giving effect to the related repayment of Loans or the related purchase of Eligible Receivables set forth therein and identify any discrepancy;

(vi)confirm that the Accrued Interest Amount and an estimate of accrued fees as of the date of repayment or the Transfer Date, as the case may be, multiplied by 105%, is the amount set forth in such Borrowing Base Request as 105% of the estimated amount of accrued interest and fees and identify any discrepancy;

(vii)recalculate the Revolving Availability based on the Borrowing Base set forth in such Borrowing Base Report and the Total Utilization of Revolving Commitments set forth in the Paying Agent’s records and identify any discrepancies;

(viii)in the case of a Borrowing Base Report delivered pursuant to Section 3.2(a)(i), (A) confirm that the Revolving Loans requested in the related Funding Request are not greater than the Revolving Availability and (B) confirm that, after giving effect to such Revolving Loans, the Total Utilization of Revolving Loans will not exceed the Revolving Commitments; and

(ix)notify the Administrative Agent and the Lenders of the results of such review.

(b)Monthly Servicing Reports. Upon receipt of any Monthly Servicing Report delivered pursuant to Section 5.1(f), Paying Agent shall, to the extent that Paying Agent has access to all information necessary to perform the duties set forth herein:

(i)compare the Eligible Portfolio Outstanding Principal Balance set forth therein with the aggregate Outstanding Principal Balance of the Eligible Receivables listed in the Master Record and identify any discrepancy;

(ii)confirm the aggregate repayments of Revolving Loans during the period covered by the Monthly Servicing Report set forth therein with the Borrowing Base Reports delivered to Paying Agent pursuant to Section 2.11(c)(vii)(B) during such period and identify any discrepancies;

(iii)compare the amount set forth therein as the amount on deposit in the Collection Account with the amount shown on deposit in the Collection Account as of the date of such Monthly Servicing Report and identify any discrepancy;

(iv)compare the amount of accrued and unpaid interest and unused fees payable to the Lenders set forth therein to the amounts set forth in the related invoices received by Paying Agent and identify any discrepancies;

(v)compare the amount of Servicing Fees payable to the Servicer set forth therein to the amount set forth in the related invoice received by Paying Agent and identify any discrepancy;

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(vi)compare the amount of Backup Servicing Fees and expenses payable to the Backup Servicer set forth therein to the amounts set forth in the related invoice received by Paying Agent and identify any discrepancy;

(vii)compare the amount of fees and expenses payable to the Custodian set forth therein to the amounts set forth in the related invoice received by Paying Agent and identify any discrepancy;

(viii)compare the amount of fees and expenses payable to the Collateral Agent set forth therein to the amounts set forth in the related invoice received by Paying Agent and identify any discrepancy;

(ix)compare the amount of fees and expenses payable to the Paying Agent set forth therein to the amounts set forth in the related invoice submitted by Paying Agent and identify any discrepancy;

(x)recalculate the Revolving Availability based on the Borrowing Base set forth therein and the Total Utilization of Revolving Commitments set forth in the Paying Agent’s records and identify any discrepancies; and

(xi)notify the Administrative Agent and the Lenders of the results of such review.

(c)For the avoidance of doubt, Paying Agent’s sole responsibility with respect to the obligations set forth in Section 2.21 is to compare or confirm information in the Borrowing Base Report or Monthly Servicing Report, as applicable, in accordance with Section 2.21 based on the information indicated therein received by Paying Agent from Company, the Servicer or the Custodian, as the case may be.

2.22Collateral Agent.

(a)The Collateral Agent shall be entitled to the same rights, protections, indemnities and immunities as the Paying Agent hereunder.

(b)In addition to Section 2.22(a), the Collateral Agent shall be entitled to the following additional protections:

(i)The Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or re-depositing of any thereof, (B) to see to any insurance, or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral;

(ii)The Collateral Agent shall be authorized to, but shall not be responsible for, filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting any security interest in the Collateral. It is expressly agreed, to the maximum extent permitted by applicable law, that the Collateral Agent shall have no responsibility for (A) monitoring

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the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral, (B) taking any necessary steps to preserve rights against any Person with respect to any Collateral, or (C) taking any action to protect against any diminution in value of the Collateral;

(iii)The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement and any other Credit Document (A) if such action would, in the reasonable opinion of the Collateral Agent, in good faith (which may be based on the advice or opinion of counsel), be contrary to applicable law, this Agreement or any other Credit Document, (B) if such action is not provided for in this Agreement or any other Credit Document, (C) if, in connection with the taking of any such action hereunder, under any other Credit Document that would constitute an exercise of remedies, it shall not first be indemnified to its satisfaction by the Administrative Agent and/or the Lenders against any and all risk of nonpayment, liability and expense that may be incurred by it, its agents or its counsel by reason of taking or continuing to take any such action, or (D) if the Collateral Agent would be required to make payments on behalf of the Lenders pursuant to its obligations as Collateral Agent hereunder, it does not first receive from the Lenders sufficient funds for such payment;

(iv)The Collateral Agent shall not be required to take any action under this or any other Credit Document if taking such action (A) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax, or (B) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified;

(v)Neither the Collateral Agent nor its respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Administrative Agent or the Lenders, or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Administrative Agent or the Lenders for any act or failure to act hereunder, except for its own fraud, gross negligence or willful misconduct.

2.23Intention of Parties.

It is the intention of the parties that the Revolving Loans be characterized as indebtedness for federal income tax purposes. The terms of the Revolving Loans shall be interpreted to further this intention and neither the Lenders nor Company will take an inconsistent position on any federal, state or local tax return.

2.24Increase Option. As set forth in the definition of “Revolving Commitment”, the aggregate amount of the Revolving Commitments as of the Closing Date is $100,000,000. The Company may with the consent of the Administrative Agent in its sole discretion (which consent may, for the avoidance of doubt, be conditioned upon the effectiveness of an amendment or modification to one or more of the Credit Documents) from time to time elect to increase the

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Revolving Commitment. Each existing Lender (if any) shall have the right to provide its Pro Rata Share of such increase within ten (10) Business Days of the Company’s increase election pursuant to this Section 2.24(a) (each such consenting Lender, an “Increasing Lender”). If one or more of the Lenders fail to consent or collectively fail to commit to fund the full amount of such increase, the Company may arrange for any such increase to be provided by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”); provided that each Augmenting Lender shall be subject to the approval of the Administrative Agent in its sole discretion. No consent of any Lender (other than any Lender participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section. Increased and new Revolving Commitments pursuant to this Section 2.24(a) shall become effective on the date agreed by the Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, as applicable, pursuant to a joinder agreement (each, a “Joinder Agreement”) in form and substance reasonably satisfactory to Company, Administrative Agent and such Increasing Lender or Augmenting Lender, as applicable, whereby each such Increasing Lender or Augmenting Lender, as applicable, assumes the rights and obligations of a Lender hereunder. Each Joinder Agreement shall also set forth any other applicable terms of the Revolving Commitments being provided thereby, including without limitation the Applicable Advance Rate (which shall be identical among all Lenders), other than pricing terms described in the Undertakings Agreement. The Administrative Agent shall notify each Lender of each increase in Revolving Commitments made pursuant to this Section 2.24. Notwithstanding the foregoing, no increase in the Revolving Commitment, (or in the Revolving Commitment of any Lender) shall become effective under this paragraph if on the proposed date of the effectiveness of such increase, an Event of Default has occurred and is continuing. On the effective date of any increase in the Revolving Commitment, each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent determines, for the benefit of the other Lenders, as being required to cause, after giving effect to such increase and paying such amounts to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans.

SECTION 3. CONDITIONS PRECEDENT

3.1Closing Date.

The obligation of each Lender to make a Credit Extension on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions on or before the Closing Date:

(a)Credit Documents and Related Agreements. The Administrative Agent shall have received copies of each Credit Document, originally executed and delivered by each applicable Person and copies of each Related Agreement.

(b)Formation of Company. The Administrative Agent shall have received evidence satisfactory to it in its reasonable discretion that Company was formed as a bankruptcy remote, special purpose entity in the state of Delaware as a limited liability company.

(c)Organizational Documents; Incumbency. The Administrative Agent shall have received (i) copies of each Organizational Document executed and delivered by Company and Holdings, as applicable, and, to the extent applicable, (x) certified as of the Closing Date or a recent date prior thereto by the appropriate governmental official and (y) certified by its secretary

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or an assistant secretary as of the Closing Date, in each case as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each of Company and Holdings approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each of Company and Holdings’ jurisdiction of incorporation, organization or formation and, with respect to Company, in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as the Administrative Agent may reasonably request.

(d)Capital Structure. The capital structure of Company shall be as described in Section 4.2.

(e)Transaction Costs. On or prior to the Closing Date, Company shall have delivered to Administrative Agent, Company’s reasonable best estimate of the Transaction Costs (other than fees payable to any Agent).

(f)Governmental Authorizations and Consents. Company and Holdings shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable to be obtained by them, in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

(g)Collateral. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the Collateral, Company shall deliver:

(i)evidence satisfactory to the Administrative Agent of the compliance by Company of its obligations under the Security Agreement and the other Collateral Documents (including, without limitation, its obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein);

(ii)the results of a recent search, by a Person satisfactory to Administrative Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of Company in the jurisdictions specified by Administrative Agent, together with copies of all such filings disclosed by such search, and UCC termination statements (or similar documents) duly authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary to

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terminate any effective UCC financing statements (or equivalent filings) disclosed in such search;

(iii)opinions of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which Company or any personal property Collateral is located as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent;

(iv)opinions of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) with respect to the creation and perfection of the security interest in favor of Purchaser in the Pledged Receivables and Related Security under the Asset Purchase Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent; and

(v)evidence that Company and Holdings shall have each taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Administrative Agent or the Collateral Agent.

(h)Financial Statements. The Administrative Agent shall have received from Company the Historical Financial Statements.

(i)Evidence of Insurance. Collateral Agent shall have received a certificate from Holdings’ insurance broker, or other evidence satisfactory to the Administrative Agent that all insurance required to be maintained under the Servicing Agreement and Section 5.4 is in full force and effect.

(j)Opinions of Counsel to Company and Holdings. The Administrative Agent and counsel to Administrative Agent shall have received originally executed copies of the favorable written opinions of DLA Piper LLP, counsel for Company and Holdings, as to such matters (including the true sale of Pledged Receivables, bankruptcy remote nature of Company and covered fund matters under the Volcker Rule) as the Administrative Agent may reasonably request, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent (and Company hereby instructs, and Holdings shall instruct, such counsel to deliver such opinions to Agents and Lenders). The Administrative Agent and counsel to the Administrative Agent shall have received an originally executed copy of a favorable written opinion of counsel to Holdings acceptable to the Administrative Agent to the effect that the Receivables Agreements governed by the law of Virginia are valid and enforceable obligations under the laws of Virginia in form and substance reasonably satisfactory to the Administrative Agent (and Company hereby instructs, and Holdings shall instruct, such counsel to deliver such opinions to the Administrative Agent and Lenders).

(k)Solvency Certificate. On the Closing Date, Administrative Agent, the Administrative Agent shall have received a Solvency Certificate from Holdings and Company dated as of the Closing Date and addressed to the Administrative Agent, and in form, scope and substance satisfactory to the Administrative Agent, with appropriate attachments and

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demonstrating that after giving effect to the consummation of the Credit Extensions to be made on the Closing Date, Holdings and Company are and will be Solvent.

(l)Closing Date Certificate. Holdings and Company shall have delivered to the Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

(m)No Litigation. There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable discretion of the Administrative Agent, singly or in the aggregate, materially impairs any of the transactions contemplated by the Credit Documents or that would reasonably be expected to result in a Material Adverse Effect.

(n)No Material Adverse Change. Since December 31, 2015, no event, circumstance or change shall have occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

(o)Completion of Proceedings. All partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto shall be satisfactory in form and substance to the Administrative Agent and counsel to Administrative Agent, and the Administrative Agent, and counsel to Administrative Agent shall have received all such counterpart originals or certified copies of such documents as they may reasonably request.

(p)Independent Manager. On the Closing Date, the Administrative Agent shall have received evidence satisfactory to it that Company has appointed an Independent Manager who is acceptable to it in its sole discretion.

(q)Payment of Fees. On the Closing Date, the Administrative Agent shall have received all fees and expenses due and payable by the Company and Holdings on or prior to the Closing Date under the Credit Documents; provided that such fees and expenses shall have been invoiced to the Company or Holdings, as applicable not less than one Business Day prior to the Closing Date.

The Administrative Agent and each Lender, by delivering its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

3.2Conditions to Each Credit Extension.

(a)Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date, including if applicable the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent:

(i)Administrative Agent, the Paying Agent and the Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report;

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(ii)both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base;

(iii)as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.2(a)(iii) to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii);

(iv)as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default;

(v)the Administrative Agent and the Paying Agent shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder;

(vi)in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, the Receivable File related to each Receivable that is, on such Credit Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Administrative Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Administrative Agent in its Permitted Discretion; and

(vii)the Revolving Commitment Period shall not have ended.

Notwithstanding anything contained herein to the contrary, neither the Paying Agent nor the Collateral Agent shall be responsible or liable for determining whether any conditions precedent to making a Loan have been satisfied.

(b)Notices. Any Funding Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent and the Paying Agent.

SECTION 4. REPRESENTATIONS AND WARRANTIES

In order to induce Agents and Lenders to enter into this Agreement and to make each Credit Extension to be made thereby, Company represents and warrants to each Agent and Lender, on the Closing Date, on each Credit Date and on each Transfer Date, that the following statements are true and correct:

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

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Company (a) is duly organized or formed, validly existing and in good standing under the laws of the State of Delaware, (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 the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to result in a Material Adverse Effect. Company does not operate or do business under any assumed, trade or fictitious name. Company has no Subsidiaries.

4.2Capital Stock and Ownership.

The Capital Stock of Company has been duly authorized and validly issued and is fully paid and non-assessable. As of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company is a party requiring, and there is no membership interest or other Capital Stock of Company outstanding which upon conversion or exchange would require, the issuance by Company of any additional membership interests or other Capital Stock of Company or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company. All membership interests in the Company as of the Closing Date are owned by Holdings.

4.3Due Authorization.

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

4.4No Conflict.

The execution, delivery and performance by Company of the Credit Documents to which it is party and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate in any material respect any provision of any law or any governmental rule or regulation applicable to Company, any of the Organizational Documents of Company, or any order, judgment or decree of any court or other Governmental Authority binding on Company; (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 Company; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Company (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of 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 Company, except as would not reasonably be expected to result in a Material Adverse Effect.

4.5Governmental Consents.

The execution, delivery and performance by Company of the Credit Documents to which Company 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 Collateral Agent for filing and/or recordation, as of the Closing Date other than (a) those that have already been obtained and are in

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full force and effect, or (b) any consents or approvals the failure of which to obtain will not have a Material Adverse Effect.

4.6Binding Obligation.

Each Credit Document to which Company is a party has been duly executed and delivered by Company and is the legally valid and binding obligation of Company, enforceable against Company 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.

4.7Eligible Receivables.

Each Receivable that is identified by Company as an Eligible Receivable in a Borrowing Base Certificate satisfies all of the criteria set forth in the definition of Eligibility Criteria (other than any Receivable identified as an Eligible Receivable in any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)).

4.8Historical Financial Statements.

The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments.

4.9No Material Adverse Effect.

Since December 31, 2015, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

4.10Adverse Proceedings, etc.

There are no Adverse Proceedings (other than counterclaims relating to ordinary course collection actions by or on behalf of Company which would not, individually or taken together, reasonably be expected to result in a Material Adverse Effect) pending against Company. Company is not (a) in violation of any applicable laws, or (b) subject to or in default with respect to any judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other Governmental Authority, except, in each case described in clause (a) or (b), as would not reasonably be expected to result in a Material Adverse Effect.

4.11Payment of Taxes.

Except as otherwise permitted under Section 5.3, all material tax returns and reports of Company required to be filed by it have been timely filed, and all material taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon Company and upon its properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been

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provided in accordance with GAAP. Company knows of no proposed tax assessment against Company which is not being actively contested by Company 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.

4.12Title to Assets.

Company has no fee, leasehold or other property interests in any real property assets. Company has good and valid title to all of its assets reflected in the most recent financial statements delivered pursuant to Section 5.1. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens. All Liens purported to be created in any Collateral pursuant to any Collateral Document in favor of Collateral Agent are First Priority Liens.

4.13No Indebtedness.

Company has no Indebtedness, other than Indebtedness incurred under (or contemplated by) the terms of this Agreement or otherwise permitted hereunder.

4.14No Defaults.

Company is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, would not reasonably be expected to result in a Material Adverse Effect.

4.15Material Contracts.

Company is not a party to any Material Contracts.

4.16Government Contracts.

Company is not a party to any contract or agreement with any Governmental Authority, and the Pledged Receivables are not subject to the Federal Assignment of Claims Act (31 U.S.C. Section 3727) or any similar state or local law.

4.17Governmental Regulation.

Company is not subject to regulation under the Public Utility Holding Company Act of 2005, the Federal Power Act or 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. Company is not 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. The Revolving Loans do not constitute an “ownership interest” as such term is defined under the Volcker Rule.

4.18Margin Stock.

Company is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part

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of the proceeds of the Revolving Loans made to Company will be used to purchase or carry any such Margin Stock or 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.

4.19Employee Benefit Plans.

(a)No ERISA Event has occurred or is reasonably expected to occur that would reasonably be expected to have a Material Adverse Effect

(b)    The Company does not maintain or contribute to any Employee Benefit Plan.

(c)    Provided that one of the following statements applies to the source of funds provided to Company by each of the Lenders, and with respect to clauses (i) through (v) below, the Lenders have accurately represented and warranted in writing to the Company that such statement applies to the source of funds, the execution and delivery of this Agreement and the transactions contemplated thereunder will not involve any non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code or a violation of restrictions similar to Section 406 of ERISA or Section 4975 of the Internal Revenue Code (“Similar Law”):

(i)    The funds have not been provided by an employee benefit plan subject to Title I of ERISA or Section 4975 of the Internal Revenue Code, or by an employee benefit plan subject to Similar Law;

(ii)    The source of the funds is an “insurance company general account” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, and the execution and delivery of this Agreement and the transactions contemplated hereunder are exempt under PTCE 95-60;

(iii)    The source of the funds is an “insurance company pooled separate account” as defined in PTCE 90-1 or a “bank collective investment fund” as defined in PTCE 91-38, and the execution and delivery of this Agreement and the transactions contemplated hereunder are exempt under PTCE 90-1 or PTCE 91-38;

(iv)    The source of the funds is an investment fund managed by a “qualified professional asset manager” as defined in PTCE 84-14, and the execution and delivery of this Agreement and the transactions contemplated hereunder are exempt under PTCE 84-14;

(v)    The source of the funds is an employee benefit plan managed by an “in-house asset manager” as defined in PTCE 96-23, and the execution and delivery of this Agreement and the transactions contemplated hereunder are exempt under PTCE 96‑23; or

(vi)    The source of the funds is an employee benefit plan subject to Title I of ERISA or Section 4975 of the Internal Revenue Code, or an insurance company separate account comprising assets of one or more of such plans, or an employee benefit plan subject

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to Similar Law, each of which plans has been specifically identified in writing to Company, and Company has confirmed that Company is not a “party in interest” under Section 406 of ERISA, a “disqualified person” under Section 4975 of the Code, or a similar related party under Similar Law, as applicable, with respect to any such plan or plans.

4.20Solvency; Fraudulent Conveyance.

Company is and, upon the incurrence of any Credit Extension by Company on any date on which this representation and warranty is made, will be, Solvent. Company is not transferring any Collateral with any intent to hinder, delay or defraud any of its creditors. Company shall not use the proceeds from the transactions contemplated by this Agreement to give preference to any class of creditors. Company has given fair consideration and reasonably equivalent value in exchange for the sale of the Receivables by Holdings under the Asset Purchase Agreement.

4.21Compliance with Statutes, etc.

Company 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 as would not reasonably be expected to result in a Material Adverse Effect.

4.22Matters Pertaining to Related Agreements.

(a)Delivery. Company has delivered, or caused to be delivered, to each Agent and each Lender complete and correct copies of (i) each Related Agreement and of all exhibits and schedules thereto as of the Closing Date, and (ii) copies of any material amendment, restatement, supplement or other modification to or waiver of each Related Agreement entered into after the date hereof.

(b)The Asset Purchase Agreement creates a valid transfer and assignment to Company of all right, title and interest of Holdings in and to all Pledged Receivables and all Related Security conveyed to Company thereunder and Company has a First Priority perfected security interest therein. Company has given reasonably equivalent value to Holdings in consideration for the transfer to Company by Holdings of the Pledged Receivables and Related Security pursuant to the Asset Purchase Agreement.

(c)Each Receivables Program Agreement is valid, in full force and effect, and enforceable against the parties thereto and creates a valid transfer and assignment to Holdings of all right, title and interest of the Receivables Account Bank in and to all Receivables and Related Security conveyed or purported to be conveyed to Holdings thereunder. Holdings has given reasonably equivalent value to the Receivables Account Bank in consideration for the transfer to Holdings by the Receivables Account Bank of the Receivables and Related Security pursuant to the applicable Receivables Program Agreement.

4.23Disclosure.

No documents, certificates, written statements or other written information furnished to Lenders by or on behalf of Holdings or Company for use in connection with the transactions contemplated hereby, taken as a whole, contains any untrue statement of a material fact, or taken as a whole, omits to state a material fact (known to Holdings or Company, in the case of any document not furnished by either of them) necessary in order to make the statements

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contained therein not misleading in light of the circumstances in which the same were made, provided, that, projections and pro forma financial information contained in such materials were prepared based upon good faith estimates and assumptions believed by the preparer thereof to be reasonable at the time made, it being recognized by 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 and such differences may be material.

4.24Patriot Act.

To the extent applicable, Company and Holdings are in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “Act”). No part of the proceeds of the Revolving Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended to the date hereof and from time to time hereafter, and any successor statute.

4.25Remittance of Collections.

Company represents and warrants that each remittance of Collections by it hereunder to any Agent or any Lender hereunder will have been (a) in payment of a debt incurred by Company in the ordinary course of business or financial affairs of Company and (b) made in the ordinary course of business or financial affairs.

4.26Tax Status.

(a)Company is, and shall at all relevant times continue to be, a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3.

(b)Company is not and will not at any relevant time become an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

SECTION 5.AFFIRMATIVE COVENANTS

Company covenants and agrees that until the Termination Date, Company shall perform (or cause to be performed, as applicable) all covenants in this Section 5.

5.1Financial Statements and Other Reports.

Unless otherwise provided below, Company or its designee will deliver to each Agent and each Lender:

(a)Quarterly Financial Statements. Promptly after becoming available, and in any event within forty-five (45) days after the end of each Fiscal Quarter (other than the fourth Fiscal Quarter) of each Fiscal Year, the consolidated balance sheet of Holdings as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings for such Fiscal Quarter and for the period from the beginning of the then

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current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail, together with a Financial Officer Certification with respect thereto;

(b)Annual Financial Statements. Promptly after becoming available, and in any event within ninety (90) days after the end of each Fiscal Year, (i) the consolidated balance sheets of Holdings as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail, together with a Financial Officer Certification with respect thereto; (ii) with respect to such consolidated financial statements a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Holdings as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards); and (iii) the balance sheets of Company as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail, together with a Financial Officer Certification with respect thereto;

(c)Compliance Certificates. Together with each delivery of financial statements of Holdings pursuant to Sections 5.1(a) and 5.1(b), a duly executed and completed Compliance Certificate;

(d)Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of (i) Holdings and (ii) Company delivered pursuant to Section 5.1(a) or 5.1(b) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance reasonably satisfactory to Administrative Agent;

(e)Public Reporting. The obligations in Sections 5.1(a) and (b) with respect to Holdings may be satisfied by furnishing, at the option of Holdings, the applicable financial statements as described above or an Annual Report on Form 10-K or Quarterly Report on Form 10-Q for Holdings for any Fiscal Year, as filed with the U.S. Securities and Exchange Commission.

(f)Collateral Reporting.

(i)On each Monthly Reporting Date, with each Funding Notice, and at such other times as any Agent or Lender shall request in its Permitted Discretion, a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the most recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to Administrative

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Agent, and which includes the data to support the calculations for such Borrowing Base Certificate and Borrowing Base Report. Each Borrowing Base Certificate delivered to Administrative Agent and the Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by Company to Administrative Agent and the Paying Agent that each Receivable included therein as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Company’s obligations hereunder, in the event any request for a Revolving Loan, or a Borrowing Base Certificate or other information required by this Section 5.1(f) is delivered to Administrative Agent and the Paying Agent by Company electronically or otherwise without signature, such request, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of Company by an Authorized Officer and constitute a representation to Administrative Agent and the Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables or such other matters as are necessary to determine the Borrowing Base in accordance with this Agreement.

(ii)On each Monthly Reporting Date, the Master Record, the Monthly Servicing Report and a data tape which includes the data to support the calculations in the Monthly Servicing Report to Administrative Agent and the Paying Agent on the terms and conditions set forth in the Servicing Agreement.

(g)Notice of Default. Promptly upon an Authorized Officer of Company obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to Holdings or Company with respect thereto; (ii) that any Person has given any notice to Holdings or Company or taken any other action with respect to any event or condition set forth in Section 7.1(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of its Authorized Officers specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, default, event or condition, and what action Holdings or Company, as applicable, has taken, is taking and proposes to take with respect thereto;

(h)Notice of Litigation. Promptly upon any Authorized Officer of Company obtaining knowledge of an Adverse Proceeding that is reasonably likely to have a Material Adverse Effect, written notice thereof together with such other information as may be reasonably available to Company or Holdings to enable Lenders and their counsel to evaluate such matters;

(i)ERISA. (i) Promptly upon any Authorized Officer of Company becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with

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respect to each affected Pension Plan; (2) all notices received by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any affected Employee Benefit Plan of Holdings or any of its Subsidiaries thereof, or, with respect to any affected Pension Plan or affected Multiemployer Plan, any of their respective ERISA Affiliates (with respect to an affected Multiemployer Plan, to the extent that Holdings or the Subsidiary or ERISA Affiliate, as applicable, has rights to access such documents, reports or filings), as any Agent or Lender shall reasonably request;

(j)Information Regarding Collateral. Prior written notice to Collateral Agent and Administrative Agent of any change (i) in Company’s corporate name, (ii) in Company’s identity, corporate structure or jurisdiction of organization, or (iii) in Company’s Federal Taxpayer Identification Number. Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral and for the Collateral at all times following such change to have a valid, legal and perfected security interest as contemplated in the Collateral Documents;

(k)Other Information.

(i)not later than Friday of each week (or if such day is not a Business Day, the immediately preceding Business Day) in which a Borrowing Base Report has not otherwise been delivered hereunder, a Borrowing Base Report;

(ii)at least five (5) Business Days prior to the effectiveness of any amendment or modification to any Receivables Program Agreement, notice of such proposed amendment including a copy or description of the same;

(iii)promptly after the effectiveness of any amendment or modification to any Receivables Program Agreement, a copy of the same if not previously provided; and

(iv)such material information and data with respect to Holdings or any of its Subsidiaries as from time to time may be reasonably requested by any Agent or Lender, in each case, which relate to Company’s or Holdings’ financial or business condition or the Collateral.

5.2Existence.

Except as otherwise permitted under Section 6.8, Company will 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.

5.3Payment of Taxes and Claims.

Company will pay all material 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 labor, 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,

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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 contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim. Company will not file or consent to the filing of any consolidated income tax return with any Person (other than Holdings or any of its Subsidiaries). In addition, Company agrees to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by any Governmental Authority that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any Credit Document.

5.4Insurance.

Company shall cause Holdings to maintain or cause to be maintained, with financially sound and reputable insurers, (a) all insurance required to be maintained under the Servicing Agreement, (b) business interruption insurance reasonably satisfactory to Administrative Agent, and (c) casualty insurance, such public liability insurance, third party property damage insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Holdings and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Each Agent and Lender hereby agrees and acknowledges that the insurance maintained by Holdings on the Closing Date satisfies the requirements set forth in this Section 5.4.

5.5Inspections; Compliance Audits.

(a)At any time during the existence of an Event of Default and otherwise not more than two times during any Fiscal Year, Company will, upon reasonable advance notice by the Administrative Agent, permit or cause to be permitted, as applicable, one or more authorized representatives designated by the Administrative Agent to visit and inspect (a “Compliance Review”) during normal working hours any of the properties of Company or Holdings to (i) inspect, copy and take extracts from relevant financial and accounting records, and to discuss its affairs, finances and accounts with any Person, including, without limitation, employees of Company or Holdings and independent public accountants and (ii) verify the compliance by Company or Holdings with the Credit Agreement, the other Credit Documents and/or the Underwriting Policies, as applicable, provided that, other than during the existence of an Event of Default, Company shall not be obligated to pay more than $100,000 in the aggregate during any Fiscal Year in connection with any Compliance Review, inspection pursuant to Section 2.4 of the Custodial Agreement or other inspection required by the Credit Documents. In connection with any such Compliance Review or other inspection, Company will permit any authorized representatives designated by the Administrative Agent to review Company’s form of Receivable Agreements, Underwriting Policies, information processes and controls, and compliance practices and procedures (“Materials”). Such authorized representatives may make written recommendations regarding Company’s compliance with applicable Requirements of Law, and Company shall consult in good faith with the Administrative Agent regarding such recommendations. The Administrative Agent

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agrees to use a single independent certified public accountants or other third-party provider in connection with any single Compliance Review pursuant to this Section 5.5.

(b)If the Administrative Agent engages any independent certified public accountants or other third-party provider to prepare any report in connection with the Compliance Review, the Administrative Agent shall make such report available to any Lender, upon request, provided, that delivery of any such report may be conditioned on prior receipt by such independent certified public accountants or other third party provider of the acknowledgements and agreements that such independent certified public accountants or third party provider customarily requires of recipients of reports of that kind.

(c)In connection with a Compliance Review, the Administrative Agent or its designee may contact a Receivables Obligor as reasonably necessary to perform such inspection or Compliance Review, as the case may be, provided, however, such contact shall be made in the name of, and in cooperation with, Holdings and Company.

5.6Compliance with Laws.

Company shall, and shall cause Holdings to, comply with the Requirements of Law, noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.7Separateness.

The Company shall at all times comply with the separateness covenants set forth in the Company’s Limited Liability Company Agreement.

5.8Further Assurances.

At any time or from time to time upon the request of any Agent or Lender, Company will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as such Agent or Lender may reasonably request in order to effect fully the purposes of the Credit Documents, including providing Lenders with any information reasonably requested pursuant to Section 9.21. In furtherance and not in limitation of the foregoing, Company shall take such actions as the Administrative Agent may reasonably request from time to time to ensure that the Obligations are secured by substantially all of the assets of Company.

5.9Communication with Accountants.

(a)At any time during the existence of an Event of Default, Company authorizes Administrative Agent to communicate directly with Company’s independent certified public accountants and authorizes and shall instruct such accountants to communicate directly with Administrative Agent and authorizes such accountants to (and, upon Administrative Agent’s request therefor (at the request of any Agent), shall request that such accountants) communicate to Administrative Agent information relating to Company with respect to the business, results of operations and financial condition of Company (including the delivery of audit drafts and letters to management), provided that advance notice of such communication is given to Company, and Company is given a reasonable opportunity to cause an officer to be present during any such communication.

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(b)If the independent certified public accountants report delivered in connection with Section 5.1(b) is qualified, then the Company authorizes the Administrative Agent to communicate directly with the Company’s independent certified public accountants with respect to such qualification, provided that advance notice of such communication is given to the Company, and the Company is given a reasonable opportunity to cause an officer to be present during any such communication.

(c)The failure of the Company to be present during any communication permitted under Section 5.9(a) and/or Section 5.9(b) after the Company has been given a reasonable opportunity to cause an officer to be present shall in no way impair the rights of the Administrative Agent under Section 5.9(a) and/or Section 5.9(b).

5.10Acquisition of Receivables from Holdings.

With respect to each Pledged Receivable, Company shall (a) acquire such Receivable pursuant to and in accordance with the terms of the Asset Purchase Agreement, (b) take all actions necessary to perfect, protect and more fully evidence Company’s ownership of such Receivable, including, without limitation, executing or causing to be executed (or filing or causing to be filed) such other instruments or notices as may be necessary or appropriate and (c) take all additional action that the Administrative Agent may reasonably request to perfect, protect and more fully evidence the respective interests of Company, the Agents and the Lenders.

SECTION 6.NEGATIVE COVENANTS

Company covenants and agrees that, until the Termination Date, Company shall perform (or cause to be performed, as applicable) all covenants in this Section 6.

6.1Indebtedness.

Company shall not directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except the Obligations.

6.2Liens.

Company shall not directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, whether now owned or hereafter acquired, or any income or profits therefrom, 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 such property, asset, income or profits under the UCC of any State or under any similar recording or notice statute, except Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document.

6.3Equitable Lien.

If Company shall create or assume any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than Liens created under the Credit Documents, it shall make or cause to be made effective provisions whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness secured thereby as long as any such Indebtedness shall be so secured; provided, notwithstanding the foregoing, this covenant shall

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not be construed as a consent by Requisite Lenders to the creation or assumption of any such Lien not otherwise permitted hereby.

6.4No Further Negative Pledges.

Except pursuant to the Credit Documents, Company shall not enter into any Contractual Obligation prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

6.5Restricted Junior Payments.

Company shall not through any manner or means or through any other Person to, 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 except that, Restricted Junior Payments may be made by Company from time to time with respect to any amounts distributed to Company (i) in accordance with Section 2.12(a)(viii) or (ii) from and after the occurrence and during the continuation of an Event of Default, in accordance with Section 2.12(b)(vi) only.

6.6Subsidiaries.

Company shall not form, create, organize, incorporate or otherwise have any Subsidiaries.

6.7Investments.

Company shall not, directly or indirectly, make or own any Investment in any Person, including without limitation any Joint Venture, except Investments in Cash, Permitted Investments and Receivables (and property received from time to time in connection with the workout or insolvency of any Receivables Obligor), and Permitted Investments in the Collection Account.

6.8Fundamental Changes; Disposition of Assets; Acquisitions.

Company shall not enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or 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 or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired other than Permitted Asset Sales (provided with respect to any Permitted Asset Sale described in clause (b) or (c) of the definition thereof, no Default or Event of Default has occurred and is continuing and no Default or Event of Default would result after giving effect to such sale, or acquire by purchase or otherwise (other than acquisitions of Eligible Receivables, or Permitted Investments in the Collection Account (and property received from time to time in connection with the workout or insolvency of any Receivables Obligor)) 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.

6.9Sales and Lease-Backs.

Company shall not, 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 real, personal or

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mixed), whether now owned or hereafter acquired, which Company (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 Company to any Person in connection with such lease.

6.10Transactions with Shareholders and Affiliates.

Company shall not, 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 ten percent (10%) or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder other than the transactions contemplated or permitted by the Credit Documents and the Related Agreements.

6.11Conduct of Business.

From and after the Closing Date, Company shall not engage in any business other than the businesses engaged in by Company on the Closing Date.

6.12Fiscal Year.

Company shall not change its Fiscal Year-end from December 31^st.

6.13Servicer; Backup Servicer; Custodian.

Company shall use its commercially reasonable efforts to cause Servicer, the Backup Servicer and the Custodian respectively, to comply at all times with the applicable terms of the Servicing Agreement, the Backup Servicing Agreement and the Custodial Agreement respectively. The Company may not (i) terminate, remove, replace Servicer, Backup Servicer or the Custodian or (ii) subcontract out any portion of the servicing or permit third party servicing other than the Backup Servicer, except, in each case, as expressly set forth in the applicable Credit Document and subject to satisfaction of the related requirements therein. The Administrative Agent may not terminate, remove, or replace Servicer, Backup Servicer or the Custodian except as expressly set forth in the applicable Credit Document and subject to satisfaction of the related requirements therein.

6.14Acquisitions of Receivables.

Company may not acquire Receivables from any Person other than Holdings pursuant to the Asset Purchase Agreement.

6.15Independent Manager.

Company shall not fail at any time to have at least one independent manager (an “Independent Manager”) who:

(a)is provided by a nationally recognized provider of independent directors;

(b)is not and has not been employed by Company or Holdings or any of their respective Subsidiaries or Affiliates as an officer, director, partner, manager, member (other than as a special member in the case of single member Delaware limited liability companies), employee, attorney or counsel of, Company or Holdings or any of their respective Affiliates within the five

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years immediately prior to such individual’s appointment as an Independent Manager, provided that this paragraph (b) shall not apply to any person who serves as an independent director or an independent manager for any Affiliate of any of Company or Holdings;

(c)is not, and has not been within the five years immediately prior to such individual’s appointment as an Independent Manager, a customer or creditor of, or supplier to, Company or Holdings or any of their respective Affiliates who derives any of its purchases or revenue from its activities with Company or Holdings or any of their respective Affiliates thereof (other than a de minimis amount);

(d)is not, and has not been within the five years immediately prior to such individual’s appointment as an Independent Manager, a person who controls or is under common control with any Person described by clause (b) or (c) above;

(e)does not have, and has not had within the five years immediately prior to such individual’s appointment as an Independent Manager, a personal services contract with Company or Holdings or any of their respective Subsidiaries or Affiliates, from which fees and other compensation received by the person pursuant to such personal services contract would exceed 5% of his or her gross revenues during the preceding calendar year;

(f)is not affiliated with a tax-exempt entity that receives, or has received within the five years prior to such appointment as an Independent Manager, contributions from Company or Holdings or any of their respective Subsidiaries or Affiliates, in excess of the lesser of (i) 3% of the consolidated gross revenues of Holdings and its Subsidiaries during such fiscal year and (ii) 5% of the contributions received by the tax-exempt entity during such fiscal year;

(g)is not and has not been a shareholder (or other equity owner) of any of Company or Holdings or any of their respective Affiliates within the five years immediately prior to such individual’s appointment as an Independent Manager;

(h)is not a member of the immediate family of any Person described by clause (b) through (g) above;

(i)is not, and was not within the five years prior to such appointment as an Independent Manager, a financial institution to which Company or Holdings or any of their respective Subsidiaries or Affiliates owes outstanding Indebtedness for borrowed money in a sum exceeding more than 5% of Holdings’ total consolidated assets;

(j)has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy; and

(k)has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.

Upon Company learning of the death or incapacity of an Independent Manager, Company shall have ten (10) Business Days following such death or incapacity to appoint a

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replacement Independent Manager. Any replacement of an Independent Manager will be permitted only upon (a) two (2) Business Days’ prior written notice to each Agent and Lender, (b) Company’s certification that any replacement manager will satisfy the criteria set forth in clauses (a)-(k) of this Section 6.15 and (c) the Administrative Agent’ written consent to the appointment of such replacement manager. For the avoidance of doubt, other than in the event of the death or incapacity of an Independent Manager, Company shall at all times have an Independent Manager and may not terminate any Independent Manager without the prior written consent of the Administrative Agent, which consent the Administrative Agent may withhold in its sole discretion.

6.16Organizational Agreements.

Except as otherwise expressly permitted by other provisions of this Agreement or any other Credit Document, Company shall not (a) amend, restate, supplement or modify, or permit any amendment, restatement, supplement or modification to, its Organizational Documents, without obtaining the prior written consent of the Requisite Lenders to such amendment, restatement, supplement or modification, as the case may be; (b) agree to any termination, amendment, restatement, supplement or other modification to, or waiver of, or permit any termination, amendment, restatement, supplement or other modification to, or waivers of, any of the provisions of any Credit Document without the prior written consent of the Requisite Lenders; or (c) amend, restate, supplement or modify in any material respect, or permit any amendments, restatements, supplements or modifications in any material respect, to any Receivables Program Agreement in a manner that could reasonably be expected to be materially adverse to the Lenders or to have a Material Adverse Effect.

6.17Changes in Underwriting or Other Policies.

Company shall provide the Administrative Agent with prior written notice of any change or modification to the Underwriting Policies that would reasonably be expected to be adverse to the Lenders. Without the prior consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed (with any such consent being deemed to be automatically granted by the Administrative Agent on the thirteenth (13th) Business Day after the Administrative Agent receives notice of the applicable change unless the Administrative Agent shall have notified the Company in writing that the requested consent is not being provided and its rationale therefor), the Company shall not agree to, and shall cause Holdings not to, (a) make any change to (i) the forms of Business Loan and Security Agreement, Business Loan and Security Agreement Supplement and Loan Summary used to originate Receivables from the form provided to the Administrative Agent prior to the Closing Date, or (ii) the form of Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debit) used in connection with the origination of Loans in substantially the form provided to the Administrative Agent on or prior to the Closing Date that, in any such case, would reasonably be expected to be adverse to the Lenders, or (b) make any change to the Underwriting Policies that would reasonably be expected to be adverse to the Lenders (provided, that any change to the Underwriting Policies which has the effect of modifying the Eligibility Criteria in a manner which changes the calculation of the Borrowing Base shall be deemed to be adverse to the Lenders for purposes of this Section 6.17).

6.18Receivable Program Agreements.

The Company shall enforce the rights and remedies afforded to it against the Receivables Account Bank under the Receivables Program Agreements except where the failure

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to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

6.19Certain Fees.

The Company and Holdings shall not agree to any increase in any costs or fees payable to the Backup Servicer, the Paying Agent, the Securities Intermediary, or the Custodian pursuant to Section 2.12(a)(ii), without the consent of the Administrative Agent.

SECTION 7. EVENTS OF DEFAULT

7.1Events of Default.

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

(a)Failure to Make Payments When Due. Other than with respect to a Borrowing Base Deficiency, failure by Company to pay (i) when due, the principal on any Revolving Loan whether at stated maturity, by acceleration or otherwise; (ii) within two (2) Business Days after its due date, any interest on any Revolving Loan, any fee due and payable by Company hereunder or any fee or other amount due and payable under the Undertakings Agreement; or (iii) the amounts required to be paid pursuant to Section 2.8 on or before the Maturity Date; or

(b)Default in Other Agreements.

(i)Failure of Company to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 7.1(a)), in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Company with respect to any other material term of (1) one or more items of Indebtedness referred to in clause (i) above, or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefore, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

(ii)(A) Failure of Holdings or any Subsidiary of Holdings (other than Company) to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtednessfor borrowed money with a principal amount in excess of $1,000,000, in each case beyond the grace period, if any, provided therefor; or (B) breach or default by Holdings or any Subsidiary of Holdings (other than Company) with respect to any other material term of (1) one or more items of Indebtednessfor borrowed money with a principal amount in excess of $1,000,000, or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtednessfor borrowed money, and, in each case such failure, breach or default, as the case may be, results in the acceleration of amounts owed thereunder, provided that any such failure, breach or default, as the case may be, and acceleration shall constitute an Event of Default

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hereunder only after the Administrative Agent shall have provided written notice to Company that such failure, breach or default constitutes an Event of Default hereunder; or

(c)Breach of Certain Covenants. Failure of Company to perform or comply with any term or condition contained in Section 2.3, Section 2.11, Section 5.1(h), Section 5.1(j), Section 5.2, Section 5.7 or Section 6, or failure to distribute Collections in accordance with Section 2.12; or

(d)Breach of Representations, etc. Any representation or warranty, certification or other statement made or deemed made by Company or Holdings (or Holdings as Servicer) in any Credit Document or in any statement or certificate at any time given by Company or Holdings (or Holdings as Servicer) in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect, other than any representation, warranty, certification or other statement which is qualified by materiality or “Material Adverse Effect”, in which case, such representation, warranty, certification or other statement shall be true and correct in all respects, in each case, as of the date made or deemed made and such default shall not have been remedied or waived within thirty (30) days after the earlier of (i) an Authorized Officer of Company or Holdings becoming aware of such default, or (ii) receipt by Company of notice from any Agent or Lender of such default; or

(e)Other Defaults Under Credit Documents. Company or Holdings shall default in the performance of or compliance with any term contained herein or any of the other Credit Documents other than any such term referred to in any other Section of this Section 7.1 and such default shall not have been remedied or waived within thirty (30) days after the earlier of (i) an Authorized Officer of Company or Holdings becoming aware of such default, or (ii) receipt by Company or Holdings of notice from Administrative Agent or any Lender of such default; or

(f)Level 2 Performance Event. A Level 2 Performance Event shall have occurred and the Administrative Agent shall have provided written notice to the Company that an Event of Default under this Section 7.1(f) has occurred and is continuing; or

(g)Involuntary Bankruptcy; Appointment of Receiver, etc.(i)A court of competent jurisdiction shall enter a decree or order for relief in respect of Company or Holdings in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Company or Holdings under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Company or Holdings, or over all or a substantial part of its respective property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Company or Holdings for all or a substantial part of its respective property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Company or Holdings, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

(h)Voluntary Bankruptcy; Appointment of Receiver, etc. (i) Company or Holdings shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar

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law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its respective property; or Company or Holdings shall make any assignment for the benefit of creditors; or (ii) Company or Holdings shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Company or Holdings (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 7.1(g); or

(i)Judgments and Attachments.

(i)Any money judgment, writ or warrant of attachment or similar process (to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Company or any of its assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days; or

(ii)Any money judgment, writ or warrant of attachment or similar process involving (i) in any individual case an amount in excess of $2,000,000 or (ii) in the aggregate at any time an amount in excess of $5,000,000 (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Holdings (or Holdings as Servicer) or any of its assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days; or

(iii)Any tax lien or lien of the PBGC shall be entered or filed against Company or Holdings (involving, with respect to Holdings only, an amount in excess of $1,000,000) or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of ten (10) days;

(j)Dissolution. Any order, judgment or decree shall be entered against Company or Holdings decreeing the dissolution or split up of Company or Holdings, as the case may be, and such order shall remain undischarged or unstayed for a period in excess of thirty (30) days; or

(k)Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in a Material Adverse Effect or result in a Lien being imposed on the Collateral; or (ii) Company shall establish or contribute to any Employee Benefit Plan; or

(l)Change of Control. A Change of Control shall occur; or

(m)Collateral Documents and other Credit Documents. Company or Holdings shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party; or

(n)Servicing Agreement. A Servicer Default shall have occurred and be continuing; or

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(o)Backup Servicer Default. The Backup Servicing Agreement shall terminate for any reason and, provided that the Administrative Agent shall have used commercially reasonable efforts to timely engage a replacement Backup Servicer following such termination, within ninety (90) days of such termination no replacement agreement with an alternative backup servicer shall be effective; or

(p)Borrowing Base Deficiency; Repurchase Failure. (i) Failure by Company to cure any Borrowing Base Deficiency as required by Section 2.10, or (ii) failure of Holdings to repurchase any Receivable as and when required under the Asset Purchase Agreement; or

(q)Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) this Agreement or any Collateral Document ceases to be in full force and effect (other than in accordance with its terms) or shall be declared null and void by a court of competent jurisdiction or the enforceability thereof shall be impaired in any material respect, or the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document (in each case, other than (A) by reason of a release of Collateral in accordance with the terms hereof or thereof or (B) the satisfaction in full of the Obligations and any other amount due hereunder or any other Credit Document in accordance with the terms hereof); or (ii) any of the Credit Documents for any reason, other than the satisfaction in full of all Obligations and any other amount due hereunder or any other Credit Document (other than contingent indemnification obligations for which demand has not been made), shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void by a court of competent jurisdiction or a party thereto, as the case may be, or Holdings shall repudiate its obligations thereunder or shall contest the validity or enforceability of any Credit Document in writing; or

(r)Breach of Financial Covenants. A breach of any Financial Covenant shall have occurred;

(s)Investment Company Act. Holdings or Company become subject to any federal or state statute or regulation which may render all or any portion of the Obligations unenforceable, or Company becomes 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; or

(t)Material Qualification of Financial Statements. Any financial statements of Holdings shall include any material qualification and the Administrative Agent shall have provided written notice to the Company that an Event of Default under this Section 7.1(t) has occurred and is continuing;

THEN, upon the occurrence of any Event of Default, the Administrative Agent may, and shall, at the written request of the Requisite Lenders, take any of the following actions: (w) upon notice to the Company, terminate the Revolving Commitments, if any, of each Lender having such Revolving Commitments, (x) upon notice to the Company, declare the unpaid principal amount of and accrued interest on the Revolving Loans and all other Obligations immediately due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company; (y) direct the Collateral Agent to enforce any and all Liens and security interests created pursuant to the Collateral Documents and (z) take any and all other actions and exercise any and all other rights and remedies of the Administrative Agent

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under the Credit Documents; provided that upon the occurrence of any Event of Default described in Section 7.1(g) or 7.1(h), the unpaid principal amount of and accrued interest on the Revolving Loans and all other Obligations shall immediately become due and payable, and the Revolving Commitments shall automatically and immediately terminate, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company.

SECTION 8. AGENTS

8.1Appointment of Agents.

Each Lender hereby authorizes Ares Agent Services, L.P. to act as Administrative Agent to the Lenders hereunder and under the other Credit Documents and each Lender hereby authorizes Ares Agent Services, L.P., in such capacity, to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Lender also hereby authorizes Ares Agent Services, L.P. to act as the Collateral Agent on its behalf under the Credit Documents and authorizes Wells Fargo Bank, N.A. to act as the Paying Agent on its behalf under the Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 8 are solely for the benefit of Agents and Lenders and neither Company nor Holdings shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries.

8.2Powers and Duties.

Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

8.3General Immunity.

(a)No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or

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other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of Company or Holdings to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company or Holdings or any other Person liable for the payment of any Obligations or any other amount due hereunder or any other Credit Document, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Revolving Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, neither the Paying Agent nor the Administrative Agent shall have any liability arising from confirmations of the amount of outstanding Revolving Loans or the component amounts thereof.

(b)Exculpatory Provisions Relating to Agents. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order. Each such Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from the Administrative Agent or the Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 9.5) and, upon receipt of such instructions from the Administrative Agent or Requisite Lenders, as applicable (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each such Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Holdings and Company), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any such Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of the Administrative Agent or Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 9.5). For the avoidance of doubt, the Paying Agent shall take direction hereunder only in accordance with the written direction of the Administrative Agent (and not at the direction of any Lender or the Requisite Lenders).

8.4Agents Entitled to Act as Lender.

Any agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Revolving Loans, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with Holdings or any of

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its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Company for services in connection herewith and otherwise without having to account for the same to Lenders.

8.5Lenders’ Representations, Warranties and Acknowledgment.

(a)Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and Company in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and Company. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Revolving Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

(b)Each Lender, by delivering its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

8.6Right to Indemnity.

Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent (each, an “Indemnitee Agent Party”), to the extent that such Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any Indemnitee Agent Party for any purpose shall, in the opinion of such Indemnitee Agent Party, be insufficient or become impaired, such Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and providedfurther, this sentence shall not be deemed to require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

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8.7Successor Administrative Agent and Collateral Agent.

(a)Administrative Agent.

(i)Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Revolving Loans and all other Obligations owing to the Lender Groups have been paid in full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company.

(ii)Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

(b)Collateral Agent.

(i)Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders, the Administrative Agent and Company. The Administrative Agent may remove the Collateral Agent at any time by giving fifteen (15) days’ prior written notice thereof to Lenders, the Collateral Agent and Company. Upon any such notice of resignation or removal, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that, unless such successor is the Administrative Agent or a Lender, the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed

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within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.

(ii)Notwithstanding anything herein to the contrary, Collateral Agent may assign its rights and duties as Collateral Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company, the Administrative Agent and the Lenders may deem and treat such assigning Collateral Agent as Collateral Agent for all purposes hereof, unless and until such assigning Collateral Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Collateral Agent hereunder and under the other Credit Documents.

8.8Collateral Documents.

(a)Collateral Agent under Collateral Documents. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Collateral and the Collateral Documents. Subject to Section 9.5, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.5) have otherwise consented. Anything contained in any of the Credit Documents to the contrary notwithstanding, Company, the Agents and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Collateral Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent acting at the written direction of the Administrative Agent (unless otherwise expressly set forth herein or in another Credit Document), and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Collateral Agent or any Secured Party may be the purchaser of any or all of such Collateral at any such sale and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall

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be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations or any other amount due hereunder as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale.

SECTION 9. MISCELLANEOUS

9.1Notices.

Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given to Company, Collateral Agent, Paying Agent or Administrative Agent shall be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing. Each notice hereunder shall be in writing and may be personally served, telexed or sent by email, telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three (3) Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such Agent, provided, however, that Company may deliver, or cause to be delivered, the Borrowing Base Certificate, Borrowing Base Report and any financial statements or reports (including the Financial Plan and any collateral performance tests) by electronic mail pursuant to procedures approved by the Administrative Agent until any Agent or Lender notifies Company that it can no longer receive such documents using electronic mail. Any Borrowing Base Certificate, Borrowing Base Report or financial statements or reports sent to an electronic mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, if available, return electronic mail or other written acknowledgement), provided, that if such document is sent after 5:00 p.m. Eastern Standard time, such document shall be deemed to have been sent at the opening of business on the next Business Day.

9.2Expenses.

Company agrees to pay promptly (a) (i) all the Administrative Agent’s actual, reasonable and documented out-of-pocket costs and expenses (including reasonable and customary fees and expenses of counsel to the Administrative Agent of negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and (ii) reasonable and customary fees and expenses of counsel to the Lenders in connection with any consents, amendments, waivers or other modifications to the Credit Documents; (b) all the actual, documented out-of-pocket costs and reasonable out-of-pocket expenses of creating, perfecting and enforcing Liens in favor of Collateral Agent, for the benefit of Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable and documented out-of-pocket fees, expenses and disbursements of a single counsel for all Lenders; (c) subject to the terms of this Agreement (including any limitations set forth in Section 5.5), all the Administrative Agent’s actual, reasonable and documented out-of-pocket costs and reasonable fees, expenses for, and disbursements of any of Administrative Agent’s, auditors, accountants, consultants or appraisers incurred by Administrative Agent; (d) subject to the terms of this Agreement, all the actual, reasonable and documented out-of-pocket costs and expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or

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retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (e) subject in all cases to any express limitations set forth in any Credit Document, all other actual, reasonable and documented out-of-pocket costs and expenses incurred by each Agent in connection with the syndication of the Revolving Loans and Commitments and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (f) after the occurrence of a Default or an Event of Default, all documented, out-of-pocket costs and expenses, including reasonable attorneys’ fees, and costs of settlement, incurred by any Agent or any Secured Party in enforcing any Obligations of or in collecting any payments due from Company or Holdings hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings.

9.3Indemnity.

(a)In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

(b)To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

9.4Reserved.

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9.5Amendments and Waivers.

(a)Requisite Lenders’ Consent. Subject to Sections 9.5(b) and 9.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by Company or Holdings therefrom, shall in any event be effective without the written concurrence of Company, Administrative Agent and the Requisite Lenders.

(b)Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

(i)extend the scheduled final maturity of any Revolving Loan or Revolving Loan Note;

(ii)waive, reduce or postpone any scheduled repayment (but not prepayment);

(iii)reduce the rate of interest on any Revolving Loan (other than any waiver of any increase in the interest rate applicable to any Revolving Loan pursuant to Section 2.8) or any fee payable hereunder;

(iv)extend the time for payment of any such interest or fees;

(v)reduce the principal amount of any Revolving Loan;

(vi)(x) amend the definition of “Borrowing Base” or (y) amend, modify, terminate or waive Section 2.12, Section 2.13 or Section 2.14 or any provision of this Section 9.5(b) or Section 9.5(c);

(vii)amend the definition of “Requisite Lenders”, “Requisite Lenders,” “Revolving Exposure,” “Committed Lender Pro Rata Share,” “Pro Rata Share,” “Applicable Advance Rate,” “Revolving Availability,” or any definition used therein; provided, with the consent of Administrative Agent, Company and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Revolving Commitments and the Revolving Loans are included on the Closing Date;

(viii)release all or substantially all of the Collateral except as expressly provided in the Credit Documents; or

(ix)consent to the assignment or transfer by Company or Holdings of any of its respective rights and obligations under any Credit Document.

(c)Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by Company or Holdings therefrom, shall:

(i)increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;

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(ii)amend, modify, terminate or waive any provision of Section 3.2(a) with regard to any Credit Extension of the Lenders without the consent of the Requisite Lenders;

(iii)amend the definitions of “Eligibility Criteria” or “Eligible Receivables Obligor” or amend any portion of Appendix C without the consent of each of the Requisite Lenders;

(iv)amend or modify any provision of Sections 2.11, other than Sections 2.11(c)(vii) and 2.11(d), without the consent of each of the Requisite Lenders; provided, however, that, notwithstanding the foregoing, any such amendment or modification during the continuance of any Hot Backup Servicer Event (as such term is defined in the Backup Servicer Agreement), Event of Default or Servicer Default shall only require the consent of the Requisite Lenders;

(v)amend or modify any provision ofSection 7.1 without the consent of each of the Requisite Lenders; provided, however, that, notwithstanding the foregoing, any waiver of the occurrence of a Default or an Event of Default shall only require the consent of the Requisite Lenders; or

(vi)amend, modify, terminate or waive any provision of Section 8 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent. In the event of any amendment or waiver of this Agreement without the consent of the Paying Agent, the Company shall promptly deliver a copy of such amendment or waiver to the Paying Agent upon the execution thereof.

(d)Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of the Requisite Lenders or any Lender, execute amendments, modifications, waivers or consents on behalf of the Requisite Lenders or such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on Company or Holdings in any case shall entitle Company or Holdings to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by Company, on Company. Notwithstanding anything to the contrary contained in this Section 9.5, if the Administrative Agent and Company shall have jointly identified an obvious error or any error or omission of a technical nature, in each case that is immaterial (as determined by the Administrative Agent in its sole discretion), in any provision of the Credit Documents, then the Administrative Agent (as applicable, and in its respective capacity thereunder, the Administrative Agent or Collateral Agent) and Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent by the Requisite Lenders if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof.

9.6Successors and Assigns; Participations.

(a)Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. Neither Company’s rights or obligations hereunder nor any

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interest therein may be assigned or delegated by it without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, Indemnitee Agent Parties under Section 8.6, Indemnitees under Section 9.3, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Register. Company, the Paying Agent, Administrative Agent, and Lenders shall deem and treat the Persons listed as Lenders in the Registers as the holders and owners of the corresponding Commitments and Revolving Loans listed therein for all purposes hereof, and no assignment or transfer of any such Revolving Commitment or Revolving Loan shall be effective, in each case, unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been delivered to and accepted by Administrative Agent and recorded in the Registers as provided in Section 9.6(e). Prior to such recordation, all amounts owed with respect to the applicable Revolving Commitment or Revolving Loan shall be owed to the Lender listed in the Registers as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Registers as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Revolving Commitments or Revolving Loans.

(c)Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion of its Revolving Commitment or Revolving Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Revolving Loan and any related Revolving Commitments) to any Person constituting an Eligible Assignee. Each such assignment pursuant to this Section 9.6(c) (other than an assignment to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee”) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans.

(d)Mechanics. The assigning Lender and the assignee thereof shall execute and deliver to Administrative Agent an Assignment Agreement, together with such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to Section 2.16(d).

(e)Notice of Assignment. Upon the Administrative Agent’s receipt and acceptance of a duly executed and completed Assignment Agreement and any forms, certificates or other evidence required by this Agreement in connection therewith, Administrative Agent shall (i) record the information contained in such notice in the Register (ii) give prompt notice thereof to Company and the Paying Agent, and (iii) maintain a copy of such Assignment Agreement.

(f)Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable

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Revolving Commitments or Revolving Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Revolving Commitments or Revolving Loans for its own account in the ordinary course of its business and without a view to distribution of such Revolving Commitments or Revolving Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 9.6, the disposition of such Revolving Commitments or Revolving Loans or any interests therein shall at all times remain within its exclusive control).

(g)Effect of Assignment. Subject to the terms and conditions of this Section 9.6, as of the “Effective Date” specified in the applicable Assignment Agreement: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 9.8) and be released from its obligations hereunder (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising prior to the effective date of such assignment; (iii) the Revolving Commitments shall be modified to reflect the Revolving Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Revolving Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Revolving Loan Notes to Administrative Agent for cancellation, and thereupon Company shall issue and deliver new Revolving Loan Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Revolving Loans of the assignee and/or the assigning Lender.

(h)Participations. Each Lender shall have the right at any time to sell one or more participations to any Person (other than Holdings, any of its Subsidiaries or any of its Affiliates or a Direct Competitor) in all or any part of its Revolving Commitments, Revolving Loans or in any other Obligation. The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (i) extend the final scheduled maturity of any Revolving Loan or Revolving Loan Note in which such participant is participating or reinstate any terminated Revolving Commitment with respect to such Revolving Loan, or reduce the rate or extend the time of payment of interest, fees or premiums thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Revolving Commitment shall not constitute a change in the terms of such participation, and that an increase in any Revolving Commitment or Revolving Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (ii) consent to the assignment or transfer by Company of any of its rights and obligations under this Agreement, (iii) release all or substantially all of the Collateral under the Collateral Documents (except as expressly provided in the Credit

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Documents) supporting the Revolving Loans hereunder in which such participant is participating, (iv) amend or modify the priority of payments or the pro rata treatment of payments in connection with the application of any amounts due in respect of any Revolving Loan Note in which such participant is participating, (v) increase any fees payable to the Administrative Agent hereunder or materially increase any fees payable to the Lenders, the Paying Agent or the Custodian, (vi) change, in any manner adverse to such participant, Section 6.5, the definition of “Change of Control,” “Servicer Defaults,” or “Restricted Junior Payments,” the definition, characteristics or eligibility exclusions of any elements of the Borrowing Base, or the Underwriting Policies. Company agrees that each participant shall be entitled to the benefits of Sections 2.15 or 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (c) of this Section; provided, (i) a participant shall not be entitled to receive any greater payment under Sections 2.15 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the participant acquired the applicable participation, unless the sale of the participation to such participant is made with Company’s prior written consent, and (ii) a participant that would be a Non-US Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless Company (through a Designated Officer) is notified of the participation at the time it is sold to such participant and such participant agrees, for the benefit of Company, to comply with Section 2.16 as though it were a Lender. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 9.4 as though it were a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender. Any Lender that sells such a participation shall, acting solely for this purpose as an agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in such participation and other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person other than Company (through a Designated Officer), including the identity of any Participant or any information relating to a Participant’s interest or obligations under any Credit Document, except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Paying Agent (in its capacity as Paying Agent) shall have no responsibility for maintaining a Participant Register. The Participant Register shall be available for inspection by Company at any reasonable time and from time to time upon reasonable prior notice. Company shall not disclose the identity of any Participant of any Lender or any information relating to such Participant’s interest or obligation to any Person, providedthat Company may make (1) disclosures of such information to Affiliates of such Lender and to their agents and advisors provided that such Persons are informed of the confidential nature of the information and will be instructed to keep such information confidential, and (2) disclosures required or requested by any Governmental Authority or representative thereof or by the NAIC or pursuant to legal or judicial process or other legal proceeding; provided, that unless specifically prohibited by applicable law or court order, Company shall make reasonable efforts to notify the applicable Lender of any request by any Governmental Authority or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of Company by such Governmental Authority) for disclosure of any such non-public information prior to disclosure of such information.

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(i)Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 9.6 any Lender may assign, pledge and/or grant a security interest in, all or any portion of its Revolving Loans, the other Obligations owed by or to such Lender, and its Revolving Loan Notes, if any, to secure obligations of such Lender including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank; provided, no Lender, as between Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and providedfurther, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

9.7Independence of Covenants.

All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

9.8Survival of Representations, Warranties and Agreements.

This Agreement and all representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension and shall continue in full force and effect until the Termination Date. Notwithstanding anything herein or implied by law to the contrary, the agreements of Company set forth in Sections 2.15, 2.16, 9.2, 9.3 and 9.10, the agreements of Lenders set forth in Sections 2.14 and 8.6, and the agreement of each Agent and Lenders set forth in Section 9.17 shall survive the payment of the Revolving Loans and the termination or assignment of this Agreement, or the resignation or removal of any party.

9.9No Waiver; Remedies Cumulative.

No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

9.10Marshalling; Payments Set Aside.

Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of Company or any other Person or against or in payment of any or all of the Obligations or any other amount due hereunder. To the extent that Company makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or Administrative Agent, Collateral Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside

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and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

9.11Severability.

In case any provision in or obligation hereunder or any Revolving Loan Note or other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

9.12Obligations Several; Actions in Concert.

The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. Anything in this Agreement or any other Credit Document to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of this Agreement or any Revolving Loan Note or otherwise with respect to the Obligations without first obtaining the prior written consent of the Administrative Agent or Requisite Lenders (as applicable), it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and any Revolving Loan Note or otherwise with respect to the Obligations shall be taken in concert and at the direction or with the consent of the Administrative Agent or Requisite Lenders (as applicable).

9.13Headings.

Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

9.14APPLICABLE LAW.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

9.15CONSENT TO JURISDICTION.

(A)    ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, COMPANY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL

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PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO COMPANY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 9.1 AND TO ANY PROCESS AGENT APPOINTED BY IT IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER COMPANY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (d) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST COMPANY IN THE COURTS OF ANY OTHER JURISDICTION.

(B)    COMPANY HEREBY AGREES THAT PROCESS MAY BE SERVED ON IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE ADDRESSES PERTAINING TO IT AS SPECIFIED IN SECTION 9.1 OR ON HOLDINGS, WHICH COMPANY HEREBY APPOINTS AS ITS AGENT FOR SERVICE OF PROCESS HEREUNDER. ANY AND ALL SERVICE OF PROCESS AND ANY OTHER NOTICE IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE EFFECTIVE AGAINST COMPANY IF GIVEN BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY ANY OTHER MEANS OR MAIL WHICH REQUIRES A SIGNED RECEIPT, POSTAGE PREPAID, MAILED AS PROVIDED ABOVE. IN THE EVENT HOLDINGS SHALL NOT BE ABLE TO ACCEPT SERVICE OF PROCESS AS AFORESAID AND IF COMPANY SHALL NOT MAINTAIN AN OFFICE IN NEW YORK CITY, COMPANY SHALL PROMPTLY APPOINT AND MAINTAIN AN AGENT QUALIFIED TO ACT AS AN AGENT FOR SERVICE OF PROCESS WITH RESPECT TO THE COURTS SPECIFIED IN THIS SECTION 9.15 ABOVE, AND ACCEPTABLE TO THE ADMINISTRATIVE AGENT, AS COMPANY’S AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON COMPANY’S BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION, SUIT OR PROCEEDING.

9.16WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS

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FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 9.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE REVOLVING LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

9.17Confidentiality.

Each Agent and Lender shall hold all non-public information regarding Holdings and its Affiliates and their businesses obtained by such Lender or Agent confidential and shall not disclose information of such nature, and shall use such information only for purposes of participation, administration, enforcement or evaluation of the transactions contemplation herein (the “Permitted Use”), it being understood and agreed by Company that, in any event, a Lender or Agent may make (a) disclosures of such information reasonably required to Affiliates of such Lender or Agent and to their agents, auditors, attorneys, or advisors (and to other persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 9.17) provided that such Persons are informed of the confidential nature of the information, agree to keep, or with respect to the Paying Agent will be instructed to keep, such information confidential and agree to use such information only for the Permitted Use, provided, further that no disclosure shall be made to any Person that is a Direct Competitor or, with respect to the Paying Agent only, any Person that the Paying Agent has actual knowledge is a Direct Competitor, (b) disclosures of such information reasonably required to any bona fide or potential assignee, transferee or participant in connection with a contemplated assignment, transfer or participation by such Lender of any Revolving Loans or any participations therein and any existing equity holder in any Lender, and solely with respect to Dashboard Information, a bona fide potential equity holder in any Lender or bona fide prospective Lender, which, in each case is an Affiliate of the Administrative Agent, provided that in each case such Persons are informed of the confidential nature of the information and agree to keep such information confidential and to use such information only for the Permitted Use pursuant to a non-disclosure agreement that identifies Holdings as an express third-party beneficiary thereunder and providedfurther that none of Agent, any Lender, or any other Person shall disclose any historical loan level information received from Holdings prior to the Closing Date without the prior written consent of Company, which consent shall not be unreasonably withheld, delayed or conditioned, (c) disclosure to any rating agency when reasonably required by it provided that such Persons are informed of the confidential nature of the information and agree to keep, or with respect to the Paying Agent will be instructed to keep, such information confidential, (d) disclosures required by any applicable statute, law, rule or regulation or requested by any Governmental Authority or representative thereof or by any regulatory body or by the NAIC or pursuant to legal or judicial process or other legal proceeding; provided, that unless specifically prohibited by applicable law or court order, each Lender or Agent shall make reasonable efforts to notify Company of any request by any Governmental Authority or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender or Agent by such Governmental Authority) for disclosure of any such non-public information prior to disclosure of such information, and (e) any other disclosure authorized by the

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Company in writing in advance. Notwithstanding the foregoing, (i) the foregoing shall not be construed to prohibit the disclosure of any information that is or becomes publicly known or information obtained by a Lender or Agent from sources other than the Company other than as a result of a disclosure by an Agent or Lender in violation of this Section 9.17, and (ii) on or after the Closing Date, the Administrative Agent may, at its own expense issue news releases and publish “tombstone” advertisements and other announcements generally describing this transaction in newspapers, trade journals and other appropriate media (which may include use of logos of Company or Holdings) (collectively, “Trade Announcements”). Company shall not issue, and shall cause Holdings not to issue, any Trade Announcement using the name of any Agent or Lender, or their respective Affiliates or referring to this Agreement or the other Credit Documents, or the transactions contemplated thereunder except (x) disclosures required by applicable law, regulation, legal process or the rules of the Securities and Exchange Commission or (y) with the prior approval of Administrative Agent.

9.18Usury Savings Clause.

Notwithstanding any other provision herein, the aggregate interest rate charged or agreed to be paid with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Revolving Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Revolving Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Company shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Company to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Revolving Loans made hereunder or be refunded to Company. In determining whether the interest contracted for, charged, or received by Administrative Agent or a Lender exceeds the Highest Lawful Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest, throughout the contemplated term of the Obligations hereunder.

9.19Counterparts.

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

9.20Effectiveness.

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This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Company and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

9.21Patriot Act.

Each Lender and Agent (for itself and not on behalf of any Lender) hereby notifies the parties hereto that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies Company and any other applicable party, which information includes the name and address of such person and other information that will allow such Lender or Agent, as applicable, to identify such Person in accordance with the Act.

9.22Lender Representations

(a)Each Lender, by delivering its signature page to this Agreement, represents and warrants that one of the following is an accurate representation as to the source of funds provided to Company by the Lender:

(i)The funds have not been provided by an employee benefit plan subject to Title I of ERISA or Section 4975 of the Internal Revenue Code, or by an employee benefit plan subject to Similar Law;

(ii)The source of the funds is an “insurance company general account” as defined in PTCE 95-60, and the execution and delivery of this Agreement and the transactions contemplated hereunder are exempt under PTCE 95-60;

(iii)The source of the funds is an “insurance company pooled separate account” as defined in PTCE 90-1 or a “bank collective investment fund” as defined in PTCE 91-38, and the execution and delivery of this Agreement and the transactions contemplated hereunder are exempt under PTCE 90-1 or PTCE 91-38;

(iv)The source of the funds is an investment fund managed by a “qualified professional asset manager” as defined in PTCE 84-14, and the execution and delivery of this Agreement and the transactions contemplated hereunder are exempt under PTCE 84-14; or

(v)The source of the funds is an employee benefit plan managed by an “in-house asset manager” as defined in PTCE 96-23, and the execution and delivery of this Agreement and the transactions contemplated hereunder are exempt under PTCE 96-23.

***

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

ONDECK ASSET FUNDING I LLC,

as Company

By:/s/ Howard Katzenberg

Name: Howard Katzenberg

Title:    Chief Financial Officer

ARES AGENT SERVICES, L.P.,

as Administrative Agent and Collateral Agent

By:    Ares Agent Services GP LLC

Its:    General Partner

By:/s/ Jeffrey W. Kramer

Name: Jeffrey W. Kramer

Title:    Authorized Signatory

ARES COMMERCIAL FINANCE LP,

as a Lender

By:    Ares Commercial Finance GP LP

Its:    General Partner

By:    ACF GP LLC

Its:    General Partner

By:/s/ Matthew Jill

Name: Matthew Jill

Title:    Authorized Signatory

GLENLAKE LOAN FUND, LLC,

as a Lender

By:    Ares Management LLC

Its:    Investment Manager

By:/s/ Jeffrey W. Kramer

Name: Jeffrey W. Kramer

Title:    Authorized Signatory

ARES CACTUS PRIVATE ASSET BACKED FUND, L.P.,

as a Lender

By:    Ares Cactus Operating Manager, L.P.

Its:    Manager

By:/s/ Jeffrey W. Kramer

Name: Jeffrey W. Kramer

Title:    Authorized Signatory

ARES CENTRE STREET PARTNERSHIP, L.P., as a Lender

By:    Ares Centre Street GP, Inc.

Its:    General Partner

By:/s/ Matthew Jill

Name: Matthew Jill

Title:    Authorized Signatory

WELLS FARGO BANK, N.A.,

as Paying Agent

By:/s/ Chad Schafer

Name: Chad Schafer

Title:    Vice President

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a), AS ADOPTED PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Noah Breslow, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of On Deck Capital, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 7, 2016

/s/ Noah Breslow

Noah Breslow

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a), AS ADOPTED PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Howard Katzenberg, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of On Deck Capital, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 7, 2016

/s/ Howard Katzenberg

Howard Katzenberg

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Noah Breslow, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in my capacity as Chief Executive Officer of On Deck Capital, Inc. (the "Company"), that, to my knowledge, the Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended September 30, 2016 as filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2016

/s/ Noah Breslow

Noah Breslow

Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Howard Katzenberg, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in my capacity as Chief Financial Officer of On Deck Capital, Inc. (the "Company"), that, to my knowledge, the Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended September 30, 2016 as filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2016

/s/ Howard Katzenberg

Howard Katzenberg

Chief Financial Officer

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 31, 2016
Document And Entity Information [Abstract]
Entity Registrant Name	On Deck Capital, Inc.
Entity Central Index Key	0001420811
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding (in shares)		71,441,993

XML

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Assets
Cash and cash equivalents	$ 85,948	$ 159,822
Restricted cash	42,827	38,463
Loans held for investment	905,327	552,742
Less: Allowance for loan losses	(87,368)	(53,311)
Loans held for investment, net	817,959	499,431
Loans held for sale	986	706
Property, equipment and software, net	30,289	26,187
Other assets	19,863	20,416
Total assets	997,872	745,025
Liabilities:
Accounts payable	4,087	2,701
Interest payable	1,583	757
Accrued expenses and other liabilities	31,969	33,560
Total liabilities	702,092	415,603
Commitments and contingencies
Stockholders’ equity (deficit):
Common stock—$0.005 par value, 1,000,000,000 shares authorized and 74,512,869 and 73,107,848 shares issued and 71,374,429 and 70,060,208 outstanding at September 30, 2016 and December 31, 2015, respectively	373	366
Treasury stock—at cost	(6,418)	(5,843)
Additional paid-in capital	472,555	457,003
Accumulated deficit	(175,447)	(128,341)
Accumulated other comprehensive loss	(149)	(372)
Total On Deck Capital, Inc. stockholders' equity	290,914	322,813
Noncontrolling interest	4,866	6,609
Total equity	295,780	329,422
Total liabilities and equity	997,872	745,025
Funding debt
Liabilities:
Debt	651,753	375,890
Corporate debt
Liabilities:
Debt	$ 12,700	$ 2,695

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Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Common stock, par value (USD per share)	$ 0.005	$ 0.005
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	74,512,869	73,107,848
Common stock, shares outstanding (in shares)	71,374,429	70,060,208

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Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenue:
Interest income	$ 71,361	$ 48,624	$ 188,726	$ 147,571
Gain on sales of loans	2,670	16,789	12,594	35,178
Other revenue	3,340	1,985	8,168	4,418
Gross revenue	77,371	67,398	209,488	187,167
Cost of revenue:
Provision for loan losses	36,586	16,239	94,294	54,865
Funding costs	8,452	5,126	22,548	14,941
Total cost of revenue	45,038	21,365	116,842	69,806
Net revenue	32,333	46,033	92,646	117,361
Operating expense:
Sales and marketing	16,789	15,847	50,094	43,503
Technology and analytics	15,050	11,111	42,894	29,904
Processing and servicing	5,181	3,352	14,261	9,070
General and administrative	12,375	12,146	34,233	31,722
Total operating expense	49,395	42,456	141,482	114,199
Income (loss) from operations	(17,062)	3,577	(48,836)	3,162
Other expense:
Interest expense	(111)	(70)	(186)	(250)
Total other expense	(111)	(70)	(186)	(250)
Income (loss) before provision for income taxes	(17,173)	3,507	(49,022)	2,912
Provision for income taxes	0	0	0	0
Net income (loss)	(17,173)	3,507	(49,022)	2,912
Net loss attributable to noncontrolling interests	539	226	1,920	458
Net income (loss) attributable to On Deck Capital, Inc. common stockholders	$ (16,634)	$ 3,733	$ (47,102)	$ 3,370
Net income (loss) per share attributable to On Deck Capital, Inc. common stockholders:
Basic (USD per share)	$ (0.23)	$ 0.05	$ (0.67)	$ 0.05
Diluted (USD per share)	$ (0.23)	$ 0.05	$ (0.67)	$ 0.04
Weighted-average common shares outstanding:
Basic (in shares)	70,971,895	69,678,742	70,750,037	69,472,636
Diluted (in shares)	70,971,895	75,125,740	70,750,037	75,414,348
Comprehensive income (loss):
Net income (loss)	$ (17,173)	$ 3,507	$ (49,022)	$ 2,912
Other comprehensive income (loss):
Foreign currency translation adjustment	210	(1,215)	393	(1,215)
Comprehensive income (loss):	(16,963)	2,292	(48,629)	1,697
Comprehensive income (loss) attributable to noncontrolling interests	(95)	546	(177)	546
Net loss attributable to noncontrolling interests	539	226	1,920	458
Comprehensive income (loss) attributable to On Deck Capital, Inc. common stockholders	$ (16,519)	$ 3,064	$ (46,886)	$ 2,701

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Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities
Net income (loss)	$ (49,022)	$ 2,912
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for loan losses	94,294	54,865
Depreciation and amortization	6,887	4,621
Amortization of debt issuance costs	3,733	2,130
Stock-based compensation	11,423	8,065
Amortization of net deferred origination costs	25,837	26,041
Changes in servicing rights, at fair value	4,074	0
Gain on sales of loans	(12,594)	(35,178)
Unfunded loan commitment reserve	(405)	1,915
Gain on extinguishment of debt	(940)	(182)
Changes in operating assets and liabilities:
Other assets	(1,221)	(11,053)
Accounts payable	1,386	59
Interest payable	826	(124)
Accrued expenses and other liabilities	(844)	10,313
Originations of loans held for sale	(238,077)	(314,134)
Payments of net deferred origination costs of loans held for sale	(8,074)	(12,142)
Proceeds from sale of loans held for sale	246,051	342,825
Principal repayments of loans held for sale	6,189	8,757
Net cash provided by operating activities	89,523	89,690
Cash flows from investing activities
Change in restricted cash	(4,364)	(6,061)
Purchases of property, equipment and software	(6,337)	(5,115)
Capitalized internal-use software	(3,702)	(3,219)
Originations of term loans and lines of credit, excluding rollovers into new originations	(1,333,192)	(809,319)
Proceeds from sale of loans held for investment	57,238	106,007
Payments of net deferred origination costs	(32,909)	(20,578)
Principal repayments of term loans and lines of credit	881,077	639,918
Purchases of term loans	(6,672)	0
Other	(201)	0
Net cash used in investing activities	(449,062)	(98,367)
Cash flows from financing activities
Proceeds from exercise of stock options and warrants	131	227
Payments of initial public offering costs	0	(1,845)
Purchase of shares for treasury	(576)	(184)
Investments by noncontrolling interests	0	7,069
Issuance of common stock under employee stock purchase plan	2,606	0
Payments of debt issuance costs	(4,655)	(1,185)
Net cash provided by (used in) financing activities	285,236	(44,479)
Effect of exchange rate changes on cash and cash equivalents	429	(1,564)
Net decrease in cash and cash equivalents	(73,874)	(54,720)
Cash and cash equivalents at beginning of period	159,822	220,433
Cash and cash equivalents at end of period	85,948	165,713
Supplemental disclosure of other cash flow information
Cash paid for interest	16,282	11,739
Supplemental disclosures of non-cash investing and financing activities
Stock-based compensation included in capitalized internal-use software	1,025	597
Loans transferred from loans held for sale to loans held for investment	861	1,348
Unpaid principal balance of term loans rolled into new originations	200,637	194,218
Funding debt
Cash flows from financing activities
Proceeds from the issuance of funding debt	606,051	159,557
Repayment of debt	(328,321)	(196,118)
Corporate debt
Cash flows from financing activities
Proceeds from the issuance of funding debt	10,000	0
Repayment of debt	$ 0	$ (12,000)

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Organization and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Organization and Summary of Significant Accounting Policies

Organization and Summary of Significant Accounting Policies

On Deck Capital, Inc.’s principal activity is providing financing to small businesses located throughout the United States, as well as in Canada and Australia, through term loans and lines of credit. We use technology and analytics to aggregate data about a business and then quickly and efficiently analyze the creditworthiness of the business using our proprietary credit-scoring model. We originate most of the loans in our portfolio and also purchase loans from our issuing bank partner. We subsequently transfer most of our loan volume into one of our wholly-owned subsidiaries or sell them through OnDeck Marketplace®.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, as contained in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for interim financial information. The results of operations for the periods presented are not necessarily indicative of the results for the full year or the results for any future periods. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements, including the related notes, and the other information contained in our Annual Report on Form 10-K for the year ended December 31, 2015. Certain reclassifications have been made to the prior period amounts to conform to the current period presentation. When used in these notes to unaudited condensed consolidated financial statements, the terms “we,” “us,” “our” or similar terms refers to On Deck Capital, Inc. and its consolidated subsidiaries.

The unaudited condensed consolidated financial statements include the accounts of our wholly-owned subsidiaries and subsidiaries in which we have a controlling financial interest. All intercompany transactions and accounts have been eliminated in consolidation.

Other than as described below and in Recently Adopted Accounting Standards, during the nine months ended September 30, 2016, there were no material changes to our significant accounting policies as disclosed under Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2015.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates include allowance for loan losses, valuation of warrants, stock-based compensation expense, fair value of servicing assets/liabilities and loans purchased, capitalized software development costs, the useful lives of long-lived assets and the valuation allowance for deferred tax assets. We base our estimates on historical experience, current events and other factors we believe to be reasonable under the circumstances. These estimates and assumptions are inherently subjective in nature; actual results may differ from these estimates and assumptions.

Purchases of Loans

From time to time, we may purchase loans that we previously sold to third parties. We generally determine the price we are willing to pay for those loans through arm's-length negotiations and by using a discounted cash flow model which contain certain unobservable inputs such as discount rate, renewal rate and default rate, with adjustments that management believes a market participant would consider. We may also obtain third-party valuations of pools of loans we are considering purchasing. Upon purchase, loans are recorded at their acquisition price which represents fair value. The amortized cost of the purchased loans, which includes unpaid principal balances and any related premiums or discounts, when applicable, are included in loans held for investment on the unaudited condensed consolidated balance sheets.

Performance-Based Restricted Stock Units

In the third quarter of 2016, the Compensation Committee of the Board of Directors approved performance-based compensation awards to certain members of executive management and other key personnel. The performance-based compensation awards consist of performance-based restricted stock units, or PRSUs, to be settled solely in shares of our common stock, as well as performance units, to be settled solely in cash. The value of the awards is based on achieving a target performance level established by the Compensation Committee and the award value may increase or decrease based on actual performance relative to the target level. The compensation expense related to the PRSUs and performance units will be recorded on a straight-line basis with the expense being adjusted prospectively as our estimate of the expected performance is reassessed each reporting period.

Recently Adopted Accounting Standards

In April 2015, the FASB issued Accounting Standards Update, or ASU, 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The ASU simplifies the presentation of debt issuance costs by requiring that unamortized debt issuance costs be presented as a reduction of the applicable liability rather than an asset. The guidance was effective on January 1, 2016 and was required to be applied retrospectively. Accordingly, $4.2 million of deferred debt issuance costs on the consolidated balance sheet at December 31, 2015 has been reclassified to be presented as a reduction of the carrying value of the associated debt to conform with the current period presentation.

Recent Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU 2014-09, Revenue Recognition, which creates ASC 606, Revenue from Contracts with Customers, and supersedes ASC 605, Revenue Recognition. ASU 2014-09 requires revenue to be recognized in an amount that reflects the consideration to which the entity expects to be entitled in exchange for goods or services and also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows from customer contracts. The new guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations, which makes amendments to the new revenue standard on assessing whether an entity is a principal or an agent in a revenue transaction and impacts whether an entity reports revenue on a gross or net basis. In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, which makes amendments to the new revenue standard regarding the identification of performance obligations and accounting for the license of intellectual property. In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, which makes amendments to the new revenue standard regarding assessing collectibility, presentation of sales taxes, noncash consideration and completed contracts and contract modifications at the time of transition to the new standard. Each amendment has the same effective date and transition requirements as the new revenue recognition standard. We are currently assessing the impact that the adoption of this guidance will have on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, which creates ASC 842, Leases, and supersedes ASC 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. We are currently assessing the impact that the adoption of this guidance will have on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 will simplify several aspects of accounting for share-based payment award transactions which include the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and forfeiture rate calculations. The new guidance will be effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted in any interim or annual period. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 will change the impairment model and how entities measure credit losses for most financial assets. The standard requires entities to use the new expected credit loss impairment model which will replace the incurred loss model used today. The new guidance will be effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted, but not prior to December 15, 2018. We are currently assessing the impact that the adoption of this guidance will have on our consolidated financial statements.

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Net Loss Per Common Share

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Net Loss Per Common Share

Net Loss Per Common Share

Basic and diluted net loss per common share is calculated as follows (in thousands, except share and per share data):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016			2015
Numerator:
Net income (loss)	$	(17,173	)	$	3,507	$	(49,022	)	$	2,912
Less: net loss attributable to noncontrolling interest	539			226		1,920			458
Net income (loss) attributable to On Deck Capital, Inc. common stockholders	$	(16,634	)	$	3,733	$	(47,102	)	$	3,370
Denominator:
Weighted-average common shares outstanding:
Basic	70,971,895			69,678,742		70,750,037			69,472,636
Weighted-average effect of dilutive securities:
Stock options	—			5,151,449		—			5,607,795
Restricted stock and RSU's	—			16,531		—			52,229
Employee stock purchase program	—			—		—			—
Warrants to purchase common stock	—			279,018		—			281,688
Diluted weighted-average common shares outstanding	70,971,895			75,125,740		70,750,037			75,414,348
Net income (loss) attributable to On Deck Capital, Inc. common stockholders per common share:
Basic	$	(0.23	)	$	0.05	$	(0.67	)	$	0.05
Diluted	$	(0.23	)	$	0.05	$	(0.67	)	$	0.04

Diluted loss per common share is the same as basic loss per common share for all loss periods presented because the effect of potentially dilutive items were anti-dilutive given our net losses in those periods. The following common share equivalent securities have been excluded from the calculation of weighted-average common stock outstanding because the effect is anti-dilutive for the periods presented: 

	Three Months Ended September 30,		Nine Months Ended September 30,
	2016	2015	2016	2015
Anti-Dilutive Common Share Equivalents
Warrants to purchase common stock	22,000	22,000	22,000	309,792
Restricted stock units	4,225,480	1,120,030	4,225,480	1,163,580
Employee stock purchase program	40,706	18,176	40,706	18,176
Stock options	11,997,551	5,344,263	11,997,551	10,928,551
Total anti-dilutive common share equivalents	16,285,737	6,504,469	16,285,737	12,420,099

In September 2014 we issued a warrant to purchase 2,206,496 shares of common stock to a strategic partner. The number of exercisable shares is dependent upon performance conditions. On September 30, 2016, a performance condition was not met and the right to purchase 220,650 shares associated with the warrant expired. The right to purchase the remaining shares of common stock associated with the warrant will expire on September 30, 2017 if certain other performance conditions are not met.

The weighted-average exercise price for warrants to purchase 2,007,846 shares of common stock was $10.70 as of September 30, 2016. For the three months and nine months ended September 30, 2016 and 2015 a warrant to purchase 1,985,846 and 2,206,496 shares of common stock, respectively, was excluded from anti-dilutive common share equivalents as performance conditions had not been met.

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Loans Held for Investment and Allowance for Loan Losses

9 Months Ended

Sep. 30, 2016

Receivables [Abstract]

Loans Held for Investment and Allowance for Loan Losses

Loans Held for Investment and Allowance for Loan Losses

Loans held for investment consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands):

	September 30, 2016		December 31, 2015
Term loans	$	783,803	$	482,596
Lines of credit	105,500		61,194
Total unpaid principal balance	889,303		543,790
Net deferred origination costs	16,024		8,952
Total loans held for investment	$	905,327	$	552,742

On June 15, 2016, we paid $6.7 million to purchase term loans that we previously sold to a third party which are included in the unpaid principal balance of loans held for investment on the unaudited condensed consolidated balance sheets at September 30, 2016.

We include both loans we originate and loans funded by our issuing bank partner and later purchased by us as part of our originations. During the three months ended September 30, 2016 and 2015, we purchased such loans in the amount of $147.3 million and $56.1 million, respectively. During the nine months ended September 30, 2016 and 2015, we purchased such loans in the amount of $381.0 million and $159.6 million, respectively.

The activity in the allowance for loan losses for the three and nine months ended September 30, 2016 and 2015 consisted of the following (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Balance at beginning of period	$	73,849		$	53,052		$	53,311		$	49,804
Provision for loan losses	36,586			16,239			94,294			54,865
Loans charged off	(25,268		)	(18,839		)	(65,411		)	(57,853		)
Recoveries of loans previously charged off	2,201			2,135			5,174			5,771
Allowance for loan losses at end of period	$	87,368		$	52,587		$	87,368		$	52,587

When loans are charged-off, we may continue to attempt to recover amounts from the respective borrowers and guarantors, or pursue our rights through formal legal action. Alternatively, we may sell such previously charged-off loans to a third-party debt collector. The proceeds from these sales are recorded as a component of the recoveries of loans previously charged off. For the three months ended September 30, 2016 and 2015, previously charged-off loans sold accounted for $1.2 million and $1.5 million, respectively, of recoveries of loans previously charged off. For the nine months ended September 30, 2016 and 2015, previously charged-off loans sold accounted for $3.1 million and $4.4 million, respectively, of recoveries of loans previously charged off.

As of September 30, 2016 and December 31, 2015, our off-balance sheet credit exposure related to the undrawn line of credit balances was $149.6 million and $89.1 million, respectively. The related accrual for unfunded loan commitments was $3.8 million and $4.2 million as of September 30, 2016 and December 31, 2015, respectively. Net adjustments to the accrual for unfunded loan commitments are included in general and administrative expenses.

The following table contains information, on a combined basis, regarding the unpaid principal balance of loans we originated and the amortized cost of loans purchased from third parties other than our issuing bank partner related to non-delinquent, paying delinquent and non-paying delinquent loans as of September 30, 2016 and December 31, 2015 (in thousands):

	September 30, 2016		December 31, 2015
Non-delinquent loans	$	810,531	$	486,729
Delinquent: paying (accrual status)	46,736		28,192
Delinquent: non-paying (non-accrual status)	32,036		28,869
Total	$	889,303	$	543,790

The portion of the allowance for loan losses attributable to non-delinquent loans was $45.3 million and $27.0 million, as of September 30, 2016 and December 31, 2015, respectively, while the portion of the allowance for loan losses attributable to delinquent loans was $42.1 million and $26.3 million as of September 30, 2016 and December 31, 2015, respectively.

The following table contains information, on a combined basis, regarding the unpaid principal balance of loans we originated and the amortized cost of loans purchased from third parties other than our issuing bank partner by delinquency status as of September 30, 2016 and December 31, 2015 (in thousands):

	September 30, 2016		December 31, 2015
By delinquency status:
Non-delinquent loans	$	810,531	$	486,729
1-14 calendar days past due	23,743		21,360
15-29 calendar days past due	12,045		8,703
30-59 calendar days past due	21,172		10,347
60-89 calendar days past due	12,437		7,443
90 + calendar days past due	9,375		9,208
Total unpaid principal balance	$	889,303	$	543,790

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Servicing Rights

9 Months Ended

Sep. 30, 2016

Transfers and Servicing [Abstract]

Servicing Rights

Servicing Rights

As of September 30, 2016 and December 31, 2015, we serviced for others term loans with a remaining unpaid principal balance of $233.6 million and $345.9 million, respectively. During the three months ended September 30, 2016 and 2015, we sold through OnDeck Marketplace loans with an unpaid principal balance of $87.5 million and $169.0 million, respectively, and during the nine months ended September 30, 2016 and 2015, we sold loans with an unpaid principal balance of $284.9 million and $404.1 million, respectively.

For the three months ended September 30, 2016 and 2015, we earned servicing revenue of $0.3 million and $1.3 million, respectively. For the nine months ended September 30, 2016 and 2015, we earned servicing revenue of $0.9 million and $2.7 million, respectively.

The following table summarizes the activity related to the fair value of our servicing assets for the three and nine months ended September 30, 2016 and September 30, 2015:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Fair value at the beginning of period	$	1,989		$	78		$	3,489		$	—
Addition:
Servicing resulting from transfers of financial assets	717			1,466			2,272			1,544
Changes in fair value:
Change in inputs or assumptions used in the valuation model	—			972			—			972
Changes in fair value (1)	(1,019		)	(264		)	(4,074		)	(264		)
Fair value at the end of period (Level 3)	$	1,687		$	2,252		$	1,687		$	2,252

  ___________

⁽¹⁾ Represents changes due to collection of expected cash flows through September 30, 2016 and 2015 recognized through other income on the unaudited condensed consolidated statement of operations

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Debt

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Debt

Debt

The following table summarizes our outstanding debt as of September 30, 2016 and December 31, 2015 (in thousands):

Description	Type	Maturity Date	Weighted Average Interest Rate at September 30, 2016	September 30, 2016			December 31, 2015
Funding Debt:
ODAST II Agreement	Securitization Facility	May 2020 (1)	4.7%	$	250,000		$	—
ODART Agreement	Revolving	September 2017	3.2%	106,182			42,090
RAOD Agreement	Revolving	May 2017	3.5%	99,985			47,465
PORT Agreement	Revolving	June 2017	2.8%	67,313			59,415
ODAF Agreement	Revolving	August 2019 (2)	7.8%	64,521			—
ODAC Agreement	Revolving	May 2017	9.8%	59,888			27,699
SBAF Agreement	Revolving	Various (3)	6.5%	5,458			12,783
Partner Synthetic Participations	Term	Various (4)	Various	3,575			6,861
ODAP Agreement	Revolving	August 2017 (5)	5.0%	—			8,819
ODAST Agreement (6)	Securitization Facility	May 2018	—%	—			174,980
				656,922			380,112
Deferred Debt Issuance Cost				(5,169		)	(4,222		)
Total Funding Debt				$	651,753		$	375,890
Corporate Debt:
Square 1 Agreement	Revolving	January 2017 (7)	4.5%	$	12,700		$	2,700
Deferred Debt Issuance Cost				—			(5		)
Total Corporate Debt				$	12,700		$	2,695

___________

(1) The period during which remaining cash flow can be used to purchase additional loans expires April 2018.

(2) The period during which new borrowings may be made under this debt facility expires in August 2018.

(3) Maturity dates range from October 2016 through August 2017.

(4) Maturity dates range from October 2016 through June 2018.

(5) The period during which new borrowings may be made under this debt facility expired in August 2016.

(6) This debt facility was terminated in May 2016.

(7) On October 11, 2016 the maturity date was extended to January 2017.

On April 28, 2016, we amended the ODAC Agreement to increase the revolving commitment from an aggregate amount of $50 million to $75 million, increase the interest rate from LIBOR plus 8.25% to LIBOR plus 9.25%, increase in the borrowing base advance rate from 70% to 75% and make certain other related changes.

On May 17, 2016, we, through a wholly-owned subsidiary, OnDeck Asset Securitization Trust II LLC, or the ODAST II, entered into a $250 million asset-backed securitization facility with Deutsche Bank Trust Company Americas, as indenture trustee. The notes under the facility were issued in two classes; Class A in the amount of $211.5 million and Class B in the amount of $38.5 million. The Class A and Class B notes bear interest at a fixed rate of 4.21% and 7.63%, respectively. Interest only payments began in June 2016 and are payable monthly through May 2018. Beginning June 2018, monthly payments will consist of both principal and interest with a final maturity of May 2020. Concurrent with the closing of the ODAST II securitization, we voluntarily prepaid in full $175 million of funding debt outstanding from our prior asset-backed securitization transaction, or the ODAST Agreement. The remaining unamortized deferred issuance costs related to the ODAST Agreement of $1.6 million were written-off and are included within Funding Costs on the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2016.

On June 17, 2016, we, through a wholly-owned subsidiary, amended our existing asset-backed revolving debt facility, or the ODART Agreement, to reintroduce Class B revolving loans from the Class B Revolving Lender resulting in additional funding capacity of $12.4 million, thereby increasing the total revolving commitment from $150 million to $162.4 million, establishing a Class B interest rate equal to LIBOR plus 8%, a borrowing base advance rate for the Class B revolving loans of 92% and make certain other changes.

On August 19, 2016, we, through a wholly-owned subsidiary, entered into a $100 million asset-backed revolving debt facility, or the ODAF Agreement. The commitment bears interest at LIBOR plus 7.25%, has a borrowing base advance rate of up to 80% and matures in August 2019.

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

We evaluate our financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. Due to the lack of transparency and quantity of transactions related to trades of servicing rights of comparable loans, we utilize an income valuation technique to estimate fair value. We utilize industry-standard modeling, such as discounted cash flow models, to arrive at an estimate of fair value and may utilize third-party service providers to assist in the valuation process. This determination requires significant judgments to be made.

The following tables present information about our assets that are measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 (in thousands):

	September 30, 2016
Description	Level 1		Level 2		Level 3		Total
Assets:
Servicing assets	$	—	$	—	$	1,687	$	1,687
Total assets	$	—	$	—	$	1,687	$	1,687

	December 31, 2015
Description	Level 1		Level 2		Level 3		Total
Assets:
Servicing assets	$	—	$	—	$	3,489	$	3,489
Total assets	$	—	$	—	$	3,489	$	3,489

There were no transfers between levels during the nine months ended September 30, 2016 or during the year ended December 31, 2015.

The following tables present quantitative information about the significant unobservable inputs used for certain of our Level 3 fair value measurement as of September 30, 2016 and December 31, 2015:

		September 30, 2016
	Unobservable input	Minimum		Maximum		Weighted-Average
Servicing Assets	Discount rate	30.00	%	30.00	%	30.00	%
	Cost of service (1)	0.09	%	0.12	%	0.11	%
	Renewal rate	50.47	%	57.33	%	53.40	%
	Default rate	10.12	%	10.72	%	10.33	%

		December 31, 2015
	Unobservable input	Minimum		Maximum		Weighted-Average
Servicing Assets	Discount rate	30.00	%	30.00	%	30.00	%
	Cost of service (1)	0.09	%	0.09	%	0.09	%
	Renewal rate	31.78	%	53.21	%	53.21	%
	Default rate	6.43	%	10.36	%	10.00	%
(1) Estimated cost of servicing a loan as a percentage of unpaid principal balance

Changes in certain of the unobservable inputs noted above may have a significant impact on the fair value of our servicing asset. The following table summarizes the effect adverse changes in estimate would have on the fair value of the servicing assets as of September 30, 2016 and December 31, 2015 given hypothetical changes in default rate and cost to service (in thousands):

	September 30, 2016			December 31, 2015
	Servicing Assets
Default rate assumption:
Default rate increase of 25%	$	(107	)	$	(145	)
Default rate increase of 50%	$	(207	)	$	(282	)
Cost to service assumption:
Cost to service increase by 25%	$	(57	)	$	(79	)
Cost to service increase by 50%	$	(114	)	$	(159	)

Assets and Liabilities Disclosed at Fair Value

Because our loans held for investment, loans held for sale and fixed-rate debt are not measured at fair value, we are required to disclose their fair value in accordance with ASC 825. Due to the lack of transparency and comparable loans, we utilize an income valuation technique to estimate fair value. We utilize industry-standard modeling, such as discounted cash flow models, to arrive at an estimate of fair value and may utilize third-party service providers to assist in the valuation process. This determination requires significant judgments to be made.

	September 30, 2016
Description	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets:
Loans held for investment	$	817,959	$	886,816	$	—	$	—	$	886,816
Loans held for sale	986		1,039		—		—		1,039
Total assets	$	818,945	$	887,855	$	—	$	—	$	887,855
Description
Liabilities:
Fixed-rate debt	$	259,033	$	245,852	$	—	$	—	$	245,852
Total fixed-rate debt	$	259,033	$	245,852	$	—	$	—	$	245,852

	December 31, 2015
Description	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets:
Loans held for investment	$	499,431	$	545,740	$	—	$	—	$	545,740
Loans held for sale	706		763		—		—		763
Total assets	$	500,137	$	546,503	$	—	$	—	$	546,503
Description
Liabilities:
Fixed-rate debt	$	194,624	$	190,411	$	—	$	—	$	190,411
Total fixed-rate debt	$	194,624	$	190,411	$	—	$	—	$	190,411

The following techniques and assumptions are used in estimating fair value:

Loans held for investment and loans held for sale - Fair value is based on discounted cash flow models which contain certain unobservable inputs such as discount rate, renewal rate and default rate.

Fixed-rate debt - Our ODAST Agreement, ODAST II Agreement, SBAF Agreement and Partner Synthetic Participations are considered fixed-rate debt. Fair value of our fixed-rate debt is based on a discounted cash flow model with the discount rate being an unobservable input. On May 17, 2016, we voluntarily prepaid in full all amounts due under the ODAST Agreement and simultaneously entered into the ODAST II Agreement.

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Noncontrolling Interest

9 Months Ended

Sep. 30, 2016

Noncontrolling Interest [Abstract]

Noncontrolling Interest

Noncontrolling Interest

The following table summarizes changes in equity, including the equity attributable to noncontrolling interests, for the nine months ended September 30, 2016 and September 30, 2015:

	Nine Months Ended September 30, 2016
	On Deck Capital, Inc.'s stockholders' equity			Noncontrolling interest			Total
Balance as of January 1, 2016	$	322,813		$	6,609		$	329,422
Net income (loss)	(47,102		)	(1,920		)	(49,022		)
Stock-based compensation (1)	11,399			—			11,399
Employee stock purchase plan	3,996			—			3,996
Cumulative translation adjustment	216			177			393
Exercise of options and warrants	168			—			168
Purchase of shares for treasury	(576		)	—			(576		)
Balance at September 30, 2016	290,914			4,866			295,780
Comprehensive income (loss):
Net income (loss)	(47,102		)	(1,920		)	(49,022		)
Other comprehensive income (loss):
Foreign currency translation adjustment	216			177			393
Comprehensive income (loss)	$	(46,886	)	$	(1,743	)	$	(48,629	)

	Nine Months Ended September 30, 2015
	On Deck Capital, Inc.'s stockholders' equity			Noncontrolling interest			Total
Balance as of January 1, 2015	$	310,605		$	—		$	310,605
Net income (loss)	3,370			(458		)	2,912
Stock-based compensation	8,065			—			8,065
OnDeck Australia capitalization	—			6,870			6,870
Exercise of options and warrants	2,422			—			2,422
Cumulative translation adjustment	(669		)	(546		)	(1,215		)
Other	(183		)	—			(183		)
Balance at September 30, 2015	323,610			5,866			329,476
Comprehensive income (loss):
Net income (loss)	3,370			(458		)	2,912
Other comprehensive income (loss):
Foreign currency translation adjustment	(669		)	(546		)	(1,215		)
Comprehensive income (loss)	$	2,701		$	(1,004	)	$	1,697

___________

⁽¹⁾ Includes only the amount of stock-based compensation recognized through additional paid-in capital and does not include stock-based compensation from the employee stock purchase plans.

In the second quarter of 2015, we acquired a 55% interest in On Deck Capital Australia PTY LTD, or OnDeck Australia, with the remaining 45% owned by unrelated third parties. Additionally, in the third quarter of 2015, we acquired a 67% interest in an entity with the remaining 33% owned by an unrelated third party strategic partner for the purpose of providing small business loans to customers of the third party. We consolidate the financial position and results of operations of these entities. The noncontrolling interest, which is presented as a separate component of our consolidated equity, represents the minority owner's proportionate share of the equity of the jointly owned entities. The noncontrolling interest is adjusted for the minority owner's share of the earnings, losses, investments and distributions.

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Options

The following table summarizes option activity for the nine months ended September 30, 2016:

	Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2016	10,711,324		$	6.16
Granted	2,022,999		$	5.98
Exercised	(420,846	)	$	0.59
Forfeited	(234,919	)	$	9.47
Expired	(81,007	)	$	12.59
Outstanding at September 30, 2016	11,997,551		$	6.20	7.57	$	25,101
Exercisable at September 30, 2016	6,629,040		$	4.51	6.74	$	21,610
Vested or expected to vest as of September 30, 2016	11,721,660		$	6.16	7.57	$	25,063

Total compensation cost related to unvested option awards not yet recognized as of September 30, 2016 was $19.3 million and will be recognized over a weighted-average period of approximately 2.47 years. The aggregate intrinsic value of employee options exercised during the three months ended September 30, 2016 and 2015 was $0.9 million and $1.8 million, respectively. The aggregate intrinsic value of employee options exercised during the nine months ended September 30, 2016 and 2015 was $2.4 million and $9.7 million, respectively.

Restricted Stock Units

The following table summarizes activity in our RSUs and PRSUs during the nine months ended September 30, 2016:

	Number of RSUs		Weighted-Average Grant Date Fair Value
Unvested at January 1, 2016	1,853,452		$	12.85
RSUs and PRSUs granted	2,991,803		$	6.62
RSUs vested	(292,595	)	$	14.88
RSUs forfeited/expired	(327,180	)	$	10.52
Unvested at September 30, 2016	4,225,480		$	8.48
Expected to vest after September 30, 2016	3,438,805		$	9.17

During the nine months ended September 30, 2016, in addition to granting RSUs, we also granted 194,207 PRSUs with a grant date fair value of $5.95. For each of the three annual performance periods, one-third (1/3) of the total PRSUs may vest depending upon achievement of performance-based targets. Participants have the ability to earn up to 150% of the baseline award based on certain levels of achievement in excess of the relevant target performance level or could earn less than the baseline award, or nothing at all, based on certain levels of achievement below the relevant target performance level. Measurement of performance is based on a twelve-month period ending June 30 of each year. Performance goals have yet to be established for the twelve-month performance periods ending June 30, 2018 and June 30, 2019.

As of September 30, 2016, there was $23.9 million of unrecognized compensation cost related to unvested RSUs and PRSUs, which is expected to be recognized over the next 3.15 years.

Stock-based compensation expense related to stock options, RSUs, PRSUs and the 2014 Employee Stock Purchase Plan are included in the following line items in our accompanying consolidated statements of operations for the three and nine months ended September 30, 2016 and 2015 (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Sales and marketing	$	920	$	1,012	$	2,749	$	2,180
Technology and analytics	793		778		2,437		1,719
Processing and servicing	227		227		781		530
General and administrative	1,821		1,690		5,456		3,636
Total	$	3,761	$	3,707	$	11,423	$	8,065

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents, restricted cash and loans. We hold cash, cash equivalents and restricted cash in accounts at regulated domestic financial institutions in amounts that exceed or may exceed FDIC insured amounts and at non-U.S. financial institutions where deposited amounts may be uninsured. We believe these institutions to be of acceptable credit quality and we have not experienced any related losses to date.

Contingencies

Two separate putative class actions were filed in August 2015 in the United States District Court for the Southern District of New York against us, certain of our executive officers, our directors and certain or all of the underwriters of our initial public offering. The suits allege that the registration statement and prospectus for our initial public offering contained materially false and misleading statements regarding, or failed to disclose, certain information in violation of the Securities Act of 1933, as amended. The suits seek a determination that the case is a proper class action and/or certification of the plaintiff as a class representative, rescission or a rescissory measure of damages and/or unspecified damages, interest, attorneys’ fees and other fees and costs. On February 18, 2016, the court issued an order (1) consolidating the two cases, (2) selecting the lead plaintiff and (3) appointing lead class counsel.  On March 18, 2016, the lead plaintiff filed an amended complaint. In accordance with the court approved schedule for the case as modified by the court, on June 13, 2016 we filed a motion to dismiss the case and on September 9, 2016, the lead plaintiff filed his opposition to the motion to dismiss. On September 26, 2016, the lead plaintiff filed a notice of voluntary dismissal of the consolidated cases without prejudice as to all parties, which was so ordered by the court on September 28, 2016.

From time to time we are subject to other legal proceedings and claims in the ordinary course of business. The results of such matters cannot be predicted with certainty. However, we believe that the final outcome of any such current matters will not result in a material adverse effect on our consolidated financial condition, consolidated results of operations or consolidated cash flows.

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Organization and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, as contained in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for interim financial information. The results of operations for the periods presented are not necessarily indicative of the results for the full year or the results for any future periods. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements, including the related notes, and the other information contained in our Annual Report on Form 10-K for the year ended December 31, 2015. Certain reclassifications have been made to the prior period amounts to conform to the current period presentation. When used in these notes to unaudited condensed consolidated financial statements, the terms “we,” “us,” “our” or similar terms refers to On Deck Capital, Inc. and its consolidated subsidiaries.

The unaudited condensed consolidated financial statements include the accounts of our wholly-owned subsidiaries and subsidiaries in which we have a controlling financial interest. All intercompany transactions and accounts have been eliminated in consolidation.

Other than as described below and in Recently Adopted Accounting Standards, during the nine months ended September 30, 2016, there were no material changes to our significant accounting policies as disclosed under Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2015.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates include allowance for loan losses, valuation of warrants, stock-based compensation expense, fair value of servicing assets/liabilities and loans purchased, capitalized software development costs, the useful lives of long-lived assets and the valuation allowance for deferred tax assets. We base our estimates on historical experience, current events and other factors we believe to be reasonable under the circumstances. These estimates and assumptions are inherently subjective in nature; actual results may differ from these estimates and assumptions.

Purchase of Loans

Purchases of Loans

From time to time, we may purchase loans that we previously sold to third parties. We generally determine the price we are willing to pay for those loans through arm's-length negotiations and by using a discounted cash flow model which contain certain unobservable inputs such as discount rate, renewal rate and default rate, with adjustments that management believes a market participant would consider. We may also obtain third-party valuations of pools of loans we are considering purchasing. Upon purchase, loans are recorded at their acquisition price which represents fair value. The amortized cost of the purchased loans, which includes unpaid principal balances and any related premiums or discounts, when applicable, are included in loans held for investment on the unaudited condensed consolidated balance sheets.

Performance-Based Restricted Stock Units

Performance-Based Restricted Stock Units

In the third quarter of 2016, the Compensation Committee of the Board of Directors approved performance-based compensation awards to certain members of executive management and other key personnel. The performance-based compensation awards consist of performance-based restricted stock units, or PRSUs, to be settled solely in shares of our common stock, as well as performance units, to be settled solely in cash. The value of the awards is based on achieving a target performance level established by the Compensation Committee and the award value may increase or decrease based on actual performance relative to the target level. The compensation expense related to the PRSUs and performance units will be recorded on a straight-line basis with the expense being adjusted prospectively as our estimate of the expected performance is reassessed each reporting period.

Recently Adopted Accounting Standards and Recent Pronouncements Not Yet Adopted

Recently Adopted Accounting Standards

In April 2015, the FASB issued Accounting Standards Update, or ASU, 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The ASU simplifies the presentation of debt issuance costs by requiring that unamortized debt issuance costs be presented as a reduction of the applicable liability rather than an asset. The guidance was effective on January 1, 2016 and was required to be applied retrospectively. Accordingly, $4.2 million of deferred debt issuance costs on the consolidated balance sheet at December 31, 2015 has been reclassified to be presented as a reduction of the carrying value of the associated debt to conform with the current period presentation.

Recent Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU 2014-09, Revenue Recognition, which creates ASC 606, Revenue from Contracts with Customers, and supersedes ASC 605, Revenue Recognition. ASU 2014-09 requires revenue to be recognized in an amount that reflects the consideration to which the entity expects to be entitled in exchange for goods or services and also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows from customer contracts. The new guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations, which makes amendments to the new revenue standard on assessing whether an entity is a principal or an agent in a revenue transaction and impacts whether an entity reports revenue on a gross or net basis. In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, which makes amendments to the new revenue standard regarding the identification of performance obligations and accounting for the license of intellectual property. In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, which makes amendments to the new revenue standard regarding assessing collectibility, presentation of sales taxes, noncash consideration and completed contracts and contract modifications at the time of transition to the new standard. Each amendment has the same effective date and transition requirements as the new revenue recognition standard. We are currently assessing the impact that the adoption of this guidance will have on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, which creates ASC 842, Leases, and supersedes ASC 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. We are currently assessing the impact that the adoption of this guidance will have on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 will simplify several aspects of accounting for share-based payment award transactions which include the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and forfeiture rate calculations. The new guidance will be effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted in any interim or annual period. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 will change the impairment model and how entities measure credit losses for most financial assets. The standard requires entities to use the new expected credit loss impairment model which will replace the incurred loss model used today. The new guidance will be effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted, but not prior to December 15, 2018. We are currently assessing the impact that the adoption of this guidance will have on our consolidated financial statements.

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Net Loss Per Common Share (Tables)

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

Basic and diluted net loss per common share is calculated as follows (in thousands, except share and per share data):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016			2015
Numerator:
Net income (loss)	$	(17,173	)	$	3,507	$	(49,022	)	$	2,912
Less: net loss attributable to noncontrolling interest	539			226		1,920			458
Net income (loss) attributable to On Deck Capital, Inc. common stockholders	$	(16,634	)	$	3,733	$	(47,102	)	$	3,370
Denominator:
Weighted-average common shares outstanding:
Basic	70,971,895			69,678,742		70,750,037			69,472,636
Weighted-average effect of dilutive securities:
Stock options	—			5,151,449		—			5,607,795
Restricted stock and RSU's	—			16,531		—			52,229
Employee stock purchase program	—			—		—			—
Warrants to purchase common stock	—			279,018		—			281,688
Diluted weighted-average common shares outstanding	70,971,895			75,125,740		70,750,037			75,414,348
Net income (loss) attributable to On Deck Capital, Inc. common stockholders per common share:
Basic	$	(0.23	)	$	0.05	$	(0.67	)	$	0.05
Diluted	$	(0.23	)	$	0.05	$	(0.67	)	$	0.04

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following common share equivalent securities have been excluded from the calculation of weighted-average common stock outstanding because the effect is anti-dilutive for the periods presented: 

	Three Months Ended September 30,		Nine Months Ended September 30,
	2016	2015	2016	2015
Anti-Dilutive Common Share Equivalents
Warrants to purchase common stock	22,000	22,000	22,000	309,792
Restricted stock units	4,225,480	1,120,030	4,225,480	1,163,580
Employee stock purchase program	40,706	18,176	40,706	18,176
Stock options	11,997,551	5,344,263	11,997,551	10,928,551
Total anti-dilutive common share equivalents	16,285,737	6,504,469	16,285,737	12,420,099

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Loans Held for Investment and Allowance for Loan Losses (Tables)

9 Months Ended

Sep. 30, 2016

Receivables [Abstract]

Schedule of Loans Held for Investment

Loans held for investment consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands):

	September 30, 2016		December 31, 2015
Term loans	$	783,803	$	482,596
Lines of credit	105,500		61,194
Total unpaid principal balance	889,303		543,790
Net deferred origination costs	16,024		8,952
Total loans held for investment	$	905,327	$	552,742

Schedule of Allowance for Loan Losses

The activity in the allowance for loan losses for the three and nine months ended September 30, 2016 and 2015 consisted of the following (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Balance at beginning of period	$	73,849		$	53,052		$	53,311		$	49,804
Provision for loan losses	36,586			16,239			94,294			54,865
Loans charged off	(25,268		)	(18,839		)	(65,411		)	(57,853		)
Recoveries of loans previously charged off	2,201			2,135			5,174			5,771
Allowance for loan losses at end of period	$	87,368		$	52,587		$	87,368		$	52,587

Schedule of Non-delinquent and Delinquent Loans

The following table contains information, on a combined basis, regarding the unpaid principal balance of loans we originated and the amortized cost of loans purchased from third parties other than our issuing bank partner by delinquency status as of September 30, 2016 and December 31, 2015 (in thousands):

	September 30, 2016		December 31, 2015
By delinquency status:
Non-delinquent loans	$	810,531	$	486,729
1-14 calendar days past due	23,743		21,360
15-29 calendar days past due	12,045		8,703
30-59 calendar days past due	21,172		10,347
60-89 calendar days past due	12,437		7,443
90 + calendar days past due	9,375		9,208
Total unpaid principal balance	$	889,303	$	543,790

The following table contains information, on a combined basis, regarding the unpaid principal balance of loans we originated and the amortized cost of loans purchased from third parties other than our issuing bank partner related to non-delinquent, paying delinquent and non-paying delinquent loans as of September 30, 2016 and December 31, 2015 (in thousands):

	September 30, 2016		December 31, 2015
Non-delinquent loans	$	810,531	$	486,729
Delinquent: paying (accrual status)	46,736		28,192
Delinquent: non-paying (non-accrual status)	32,036		28,869
Total	$	889,303	$	543,790

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Servicing Rights (Tables)

9 Months Ended

Sep. 30, 2016

Transfers and Servicing [Abstract]

Summary of Activity for Servicing Assets

The following table summarizes the activity related to the fair value of our servicing assets for the three and nine months ended September 30, 2016 and September 30, 2015:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Fair value at the beginning of period	$	1,989		$	78		$	3,489		$	—
Addition:
Servicing resulting from transfers of financial assets	717			1,466			2,272			1,544
Changes in fair value:
Change in inputs or assumptions used in the valuation model	—			972			—			972
Changes in fair value (1)	(1,019		)	(264		)	(4,074		)	(264		)
Fair value at the end of period (Level 3)	$	1,687		$	2,252		$	1,687		$	2,252

  ___________

⁽¹⁾ Represents changes due to collection of expected cash flows through September 30, 2016 and 2015 recognized through other income on the unaudited condensed consolidated statement of operations

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Debt (Tables)

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Summary of Outstanding Debt

The following table summarizes our outstanding debt as of September 30, 2016 and December 31, 2015 (in thousands):

Description	Type	Maturity Date	Weighted Average Interest Rate at September 30, 2016	September 30, 2016			December 31, 2015
Funding Debt:
ODAST II Agreement	Securitization Facility	May 2020 (1)	4.7%	$	250,000		$	—
ODART Agreement	Revolving	September 2017	3.2%	106,182			42,090
RAOD Agreement	Revolving	May 2017	3.5%	99,985			47,465
PORT Agreement	Revolving	June 2017	2.8%	67,313			59,415
ODAF Agreement	Revolving	August 2019 (2)	7.8%	64,521			—
ODAC Agreement	Revolving	May 2017	9.8%	59,888			27,699
SBAF Agreement	Revolving	Various (3)	6.5%	5,458			12,783
Partner Synthetic Participations	Term	Various (4)	Various	3,575			6,861
ODAP Agreement	Revolving	August 2017 (5)	5.0%	—			8,819
ODAST Agreement (6)	Securitization Facility	May 2018	—%	—			174,980
				656,922			380,112
Deferred Debt Issuance Cost				(5,169		)	(4,222		)
Total Funding Debt				$	651,753		$	375,890
Corporate Debt:
Square 1 Agreement	Revolving	January 2017 (7)	4.5%	$	12,700		$	2,700
Deferred Debt Issuance Cost				—			(5		)
Total Corporate Debt				$	12,700		$	2,695

___________

(1) The period during which remaining cash flow can be used to purchase additional loans expires April 2018.

(2) The period during which new borrowings may be made under this debt facility expires in August 2018.

(3) Maturity dates range from October 2016 through August 2017.

(4) Maturity dates range from October 2016 through June 2018.

(5) The period during which new borrowings may be made under this debt facility expired in August 2016.

(6) This debt facility was terminated in May 2016.

(7) On October 11, 2016 the maturity date was extended to January 2017.

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables present information about our assets that are measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 (in thousands):

	September 30, 2016
Description	Level 1		Level 2		Level 3		Total
Assets:
Servicing assets	$	—	$	—	$	1,687	$	1,687
Total assets	$	—	$	—	$	1,687	$	1,687

	December 31, 2015
Description	Level 1		Level 2		Level 3		Total
Assets:
Servicing assets	$	—	$	—	$	3,489	$	3,489
Total assets	$	—	$	—	$	3,489	$	3,489

Summary of Significant Unobservable Inputs for Level 3 Fair Value Measurement

The following tables present quantitative information about the significant unobservable inputs used for certain of our Level 3 fair value measurement as of September 30, 2016 and December 31, 2015:

		September 30, 2016
	Unobservable input	Minimum		Maximum		Weighted-Average
Servicing Assets	Discount rate	30.00	%	30.00	%	30.00	%
	Cost of service (1)	0.09	%	0.12	%	0.11	%
	Renewal rate	50.47	%	57.33	%	53.40	%
	Default rate	10.12	%	10.72	%	10.33	%

		December 31, 2015
	Unobservable input	Minimum		Maximum		Weighted-Average
Servicing Assets	Discount rate	30.00	%	30.00	%	30.00	%
	Cost of service (1)	0.09	%	0.09	%	0.09	%
	Renewal rate	31.78	%	53.21	%	53.21	%
	Default rate	6.43	%	10.36	%	10.00	%
(1) Estimated cost of servicing a loan as a percentage of unpaid principal balance

Summary of Effect on Changes in Estimate for Servicing Asset Fair Value

The following table summarizes the effect adverse changes in estimate would have on the fair value of the servicing assets as of September 30, 2016 and December 31, 2015 given hypothetical changes in default rate and cost to service (in thousands):

	September 30, 2016			December 31, 2015
	Servicing Assets
Default rate assumption:
Default rate increase of 25%	$	(107	)	$	(145	)
Default rate increase of 50%	$	(207	)	$	(282	)
Cost to service assumption:
Cost to service increase by 25%	$	(57	)	$	(79	)
Cost to service increase by 50%	$	(114	)	$	(159	)

Schedule of Assets and Liabilities Disclosed at Fair Value

.

	September 30, 2016
Description	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets:
Loans held for investment	$	817,959	$	886,816	$	—	$	—	$	886,816
Loans held for sale	986		1,039		—		—		1,039
Total assets	$	818,945	$	887,855	$	—	$	—	$	887,855
Description
Liabilities:
Fixed-rate debt	$	259,033	$	245,852	$	—	$	—	$	245,852
Total fixed-rate debt	$	259,033	$	245,852	$	—	$	—	$	245,852

	December 31, 2015
Description	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets:
Loans held for investment	$	499,431	$	545,740	$	—	$	—	$	545,740
Loans held for sale	706		763		—		—		763
Total assets	$	500,137	$	546,503	$	—	$	—	$	546,503
Description
Liabilities:
Fixed-rate debt	$	194,624	$	190,411	$	—	$	—	$	190,411
Total fixed-rate debt	$	194,624	$	190,411	$	—	$	—	$	190,411

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Noncontrolling Interest (Tables)

9 Months Ended

Sep. 30, 2016

Noncontrolling Interest [Abstract]

Summary of Changes in Equity

The following table summarizes changes in equity, including the equity attributable to noncontrolling interests, for the nine months ended September 30, 2016 and September 30, 2015:

	Nine Months Ended September 30, 2016
	On Deck Capital, Inc.'s stockholders' equity			Noncontrolling interest			Total
Balance as of January 1, 2016	$	322,813		$	6,609		$	329,422
Net income (loss)	(47,102		)	(1,920		)	(49,022		)
Stock-based compensation (1)	11,399			—			11,399
Employee stock purchase plan	3,996			—			3,996
Cumulative translation adjustment	216			177			393
Exercise of options and warrants	168			—			168
Purchase of shares for treasury	(576		)	—			(576		)
Balance at September 30, 2016	290,914			4,866			295,780
Comprehensive income (loss):
Net income (loss)	(47,102		)	(1,920		)	(49,022		)
Other comprehensive income (loss):
Foreign currency translation adjustment	216			177			393
Comprehensive income (loss)	$	(46,886	)	$	(1,743	)	$	(48,629	)

	Nine Months Ended September 30, 2015
	On Deck Capital, Inc.'s stockholders' equity			Noncontrolling interest			Total
Balance as of January 1, 2015	$	310,605		$	—		$	310,605
Net income (loss)	3,370			(458		)	2,912
Stock-based compensation	8,065			—			8,065
OnDeck Australia capitalization	—			6,870			6,870
Exercise of options and warrants	2,422			—			2,422
Cumulative translation adjustment	(669		)	(546		)	(1,215		)
Other	(183		)	—			(183		)
Balance at September 30, 2015	323,610			5,866			329,476
Comprehensive income (loss):
Net income (loss)	3,370			(458		)	2,912
Other comprehensive income (loss):
Foreign currency translation adjustment	(669		)	(546		)	(1,215		)
Comprehensive income (loss)	$	2,701		$	(1,004	)	$	1,697

___________

⁽¹⁾ Includes only the amount of stock-based compensation recognized through additional paid-in capital and does not include stock-based compensation from the employee stock purchase plans.

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Option Activity

The following table summarizes option activity for the nine months ended September 30, 2016:

	Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2016	10,711,324		$	6.16
Granted	2,022,999		$	5.98
Exercised	(420,846	)	$	0.59
Forfeited	(234,919	)	$	9.47
Expired	(81,007	)	$	12.59
Outstanding at September 30, 2016	11,997,551		$	6.20	7.57	$	25,101
Exercisable at September 30, 2016	6,629,040		$	4.51	6.74	$	21,610
Vested or expected to vest as of September 30, 2016	11,721,660		$	6.16	7.57	$	25,063

Schedule of Activities of RSUs

The following table summarizes activity in our RSUs and PRSUs during the nine months ended September 30, 2016:

	Number of RSUs		Weighted-Average Grant Date Fair Value
Unvested at January 1, 2016	1,853,452		$	12.85
RSUs and PRSUs granted	2,991,803		$	6.62
RSUs vested	(292,595	)	$	14.88
RSUs forfeited/expired	(327,180	)	$	10.52
Unvested at September 30, 2016	4,225,480		$	8.48
Expected to vest after September 30, 2016	3,438,805		$	9.17

Schedule of Stock-based Compensation Expense

Stock-based compensation expense related to stock options, RSUs, PRSUs and the 2014 Employee Stock Purchase Plan are included in the following line items in our accompanying consolidated statements of operations for the three and nine months ended September 30, 2016 and 2015 (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Sales and marketing	$	920	$	1,012	$	2,749	$	2,180
Technology and analytics	793		778		2,437		1,719
Processing and servicing	227		227		781		530
General and administrative	1,821		1,690		5,456		3,636
Total	$	3,761	$	3,707	$	11,423	$	8,065

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Organization and Summary of Significant Accounting Policies (Details) $ in Millions	Dec. 31, 2015 USD ($)
Accounting Policies [Abstract]
Reclassification of deferred debt issuance costs	$ 4.2

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Net Loss Per Common Share (Basic and Diluted Net Loss per Common Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net income (loss)	$ (17,173)	$ 3,507	$ (49,022)	$ 2,912
Net loss attributable to noncontrolling interests	539	226	1,920	458
Net income (loss) attributable to On Deck Capital, Inc. common stockholders	$ (16,634)	$ 3,733	$ (47,102)	$ 3,370
Weighted-average common shares outstanding:
Basic (in shares)	70,971,895	69,678,742	70,750,037	69,472,636
Weighted-average effect of dilutive securities:
Diluted weighted-average common shares outstanding (in shares)	70,971,895	75,125,740	70,750,037	75,414,348
Net income (loss) attributable to On Deck Capital, Inc. common stockholders per common share:
Basic (USD per share)	$ (0.23)	$ 0.05	$ (0.67)	$ 0.05
Diluted (USD per share)	$ (0.23)	$ 0.05	$ (0.67)	$ 0.04
Stock options
Weighted-average effect of dilutive securities:
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares)	0	5,151,449	0	5,607,795
Restricted stock and RSU's
Weighted-average effect of dilutive securities:
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares)	0	16,531	0	52,229
Employee stock purchase program
Weighted-average effect of dilutive securities:
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares)	0	0	0	0
Warrants to purchase common stock
Weighted-average effect of dilutive securities:
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares)	0	279,018	0	281,688

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Net Loss Per Common Share (Anti-Dilutive Common Share Equivalents) (Details) - $ / shares		3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)		16,285,737	6,504,469	16,285,737	12,420,099
Class of Warrant or Right, Number of Securities Called by Warrants or Rights						2,206,496
Class of Warrant or Right, Number of Securities Called by Warrants or Rights, Expired	220,650
Weighted-Average
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Price of shares entitled to purchase (USD per share)	$ 10.70	$ 10.70		$ 10.70
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)		1,985,846	2,206,496	1,985,846	2,206,496
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)		11,997,551	5,344,263	11,997,551	10,928,551
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)				2,007,846
Warrants to purchase common stock | Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)		22,000	22,000	22,000	309,792
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)		4,225,480	1,120,030	4,225,480	1,163,580
Employee stock purchase program
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)		40,706	18,176	40,706	18,176

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Loans Held for Investment and Allowance for Loan Losses (Loans) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total unpaid principal balance	$ 889,303	$ 543,790
Net deferred origination costs	16,024	8,952
Total loans held for investment	905,327	552,742
Term loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total unpaid principal balance	783,803	482,596
Lines of credit
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total unpaid principal balance	$ 105,500	$ 61,194

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Loans Held for Investment and Allowance for Loan Losses (Narrative) (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 15, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Originations of loans held for investment, modified	$ 6,700			$ 6,672	$ 0
Proceeds from sale of previously charged-off loans		$ 1,200	$ 1,500	3,100	4,400
Allowance for loan losses for non-delinquent loans		45,300		45,300		$ 27,000
Allowance for loan losses for delinquent loans		42,100		42,100		26,300
Unused lines of Credit
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Off-balance sheet credit exposure		149,600		149,600		89,100
Reserve for Off-balance Sheet Activities
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Related accrual for unfunded loan commitments		3,800		3,800		$ 4,200
Financial Institutions Borrower
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Originations of loans held for investment, modified		$ 147,300	$ 56,100	$ 381,000	$ 159,600

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Loans Held for Investment and Allowance for Loan Losses (Allowance Roll Forward) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at beginning of period	$ 73,849	$ 53,052	$ 53,311	$ 49,804
Provision for loan losses	36,586	16,239	94,294	54,865
Loans charged off	(25,268)	(18,839)	(65,411)	(57,853)
Recoveries of loans previously charged off	2,201	2,135	5,174	5,771
Allowance for loan losses at end of period	$ 87,368	$ 52,587	$ 87,368	$ 52,587

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Loans Held for Investment and Allowance for Loan Losses (Non-delinquent, Paying and Non-paying Delinquent Loans) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Receivables [Abstract]
Non-delinquent loans	$ 810,531	$ 486,729
Delinquent: paying (accrual status)	46,736	28,192
Delinquent: non-paying (non-accrual status)	32,036	28,869
Total unpaid principal balance	$ 889,303	$ 543,790

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Loans Held for Investment and Allowance for Loan Losses (Aging Analysis of Term Loans) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-delinquent loans	$ 810,531	$ 486,729
Total unpaid principal balance	889,303	543,790
1-14 calendar days past due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past due loans	23,743	21,360
15-29 calendar days past due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past due loans	12,045	8,703
30-59 calendar days past due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past due loans	21,172	10,347
60-89 calendar days past due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past due loans	12,437	7,443
90 calendar days past due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past due loans	$ 9,375	$ 9,208

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Servicing Rights (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Transfers and Servicing [Abstract]
Serviced unpaid principal balance	$ 233.6		$ 233.6		$ 345.9
Unpaid principal balance for loans sold during period	87.5	$ 169.0	284.9	$ 404.1
Servicing revenue	$ 0.3	$ 1.3	$ 0.9	$ 2.7

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Servicing Rights (Fair Value of Servicing Assets) (Details) - Term Loan - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value at the beginning of period	$ 1,989	$ 78	$ 3,489	$ 0
Addition:
Servicing resulting from transfers of financial assets	717	1,466	2,272	1,544
Changes in fair value:
Change in inputs or assumptions used in the valuation model	0	972	0	972
Changes in fair value	(1,019)	(264)	(4,074)	(264)
Fair value at the end of period (Level 3)	$ 1,687	$ 2,252	$ 1,687	$ 2,252

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Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Deferred Debt Issuance Cost		$ (4,200)
Partner Synthetic Participations
Debt Instrument [Line Items]
Outstanding debt, gross	$ 3,575	6,861
Funding debt
Debt Instrument [Line Items]
Outstanding debt, gross	656,922	380,112
Deferred Debt Issuance Cost	(5,169)	(4,222)
Outstanding debt, net	$ 651,753	375,890
ODAST II Agreement Due May 2020 | Secured Debt
Debt Instrument [Line Items]
Weighted average interest rate	4.70%
Outstanding debt, gross	$ 250,000	0
ODART Agreement Due September 2017 | Revolving Credit Facility
Debt Instrument [Line Items]
Weighted average interest rate	3.20%
Outstanding debt, gross	$ 106,182	42,090
RAOD Agreement Due May 2017 | Revolving Credit Facility
Debt Instrument [Line Items]
Weighted average interest rate	3.50%
Outstanding debt, gross	$ 99,985	47,465
PORT Agreement Due June 2017 | Revolving Credit Facility
Debt Instrument [Line Items]
Weighted average interest rate	2.80%
Outstanding debt, gross	$ 67,313	59,415
ODAF I Agreement Due August 2018 | Secured Debt
Debt Instrument [Line Items]
Weighted average interest rate	7.80%
Outstanding debt, gross	$ 64,521	0
ODAC Agreement Due May 2017 | Revolving Credit Facility
Debt Instrument [Line Items]
Weighted average interest rate	9.80%
Outstanding debt, gross	$ 59,888	27,699
SBAF Agreement Due April 2016 through August 2017 | Revolving Credit Facility
Debt Instrument [Line Items]
Weighted average interest rate	6.50%
Outstanding debt, gross	$ 5,458	12,783
ODAP Agreement Due August 2017 | Revolving Credit Facility
Debt Instrument [Line Items]
Weighted average interest rate	5.00%
Outstanding debt, gross	$ 0	8,819
ODAST Agreement Due May 2018 | Secured Debt
Debt Instrument [Line Items]
Weighted average interest rate	0.00%
Outstanding debt, gross	$ 0	174,980
Corporate Debt
Debt Instrument [Line Items]
Outstanding debt, net	$ 12,700	2,695
Corporate Debt | Revolving Credit Facility
Debt Instrument [Line Items]
Weighted average interest rate	4.50%
Outstanding debt, gross	$ 12,700	2,700
Deferred Debt Issuance Cost	$ 0	$ (5)

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Debt (Narrative) (Details) - USD ($)						9 Months Ended
	Aug. 19, 2016	Jun. 17, 2016	May 17, 2016	Apr. 28, 2016	Apr. 27, 2016	Sep. 30, 2016	Sep. 30, 2015	Jun. 16, 2016
Debt Instrument [Line Items]
Amortization of debt issuance costs						$ 3,733,000	$ 2,130,000
Revolving Credit Facility | ODAC Agreement Due May 2017
Debt Instrument [Line Items]
Borrowing base, percent				75.00%	70.00%
Revolving Credit Facility | ODART Agreement Due September 2017
Debt Instrument [Line Items]
Line of credit		$ 162,400,000.0						$ 150,000,000
Borrowing base, percent		92.00%
Line of credit facility, increase (decrease), net		$ 12,400,000
Revolving Credit Facility | ODART Agreement Due September 2017 | LIBOR
Debt Instrument [Line Items]
Variable interest spread		8.00%
Revolving Credit Facility | ODAF I Agreement Due August 2018
Debt Instrument [Line Items]
Line of credit	$ 100,000,000
Borrowing base, percent	80.00%
Revolving Credit Facility | ODAF I Agreement Due August 2018 | LIBOR
Debt Instrument [Line Items]
Variable interest spread	7.25%
Secured Debt | ODAST II Agreement Due May 2020
Debt Instrument [Line Items]
Repayment of debt			$ 250,000,000
Secured Debt | ODAST II Agreement Due May 2020 - Class A
Debt Instrument [Line Items]
Repayment of debt			$ 211,500,000
Stated interest rate			4.21%
Secured Debt | ODAST II Agreement Due May 2020 - Class B
Debt Instrument [Line Items]
Repayment of debt			$ 38,500,000
Stated interest rate			7.63%
Secured Debt | ODAST Agreement Due May 2018
Debt Instrument [Line Items]
Repayment of debt			$ 175,000,000
ODAC | Revolving Credit Facility | ODAC Agreement Due May 2017
Debt Instrument [Line Items]
Line of credit				$ 75,000,000	$ 50,000,000
ODAC | Revolving Credit Facility | ODAC Agreement Due May 2017 | LIBOR
Debt Instrument [Line Items]
Variable interest spread				9.25%	8.25%
Interest Expense | Secured Debt | ODAST Agreement Due May 2018
Debt Instrument [Line Items]
Amortization of debt issuance costs						$ 1,600,000

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Fair Value of Financial Instruments (Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	$ 0	$ 0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	887,855	546,503
Recurring Basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Servicing assets	1,687	3,489
Total assets	1,687	3,489
Recurring Basis | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Servicing assets	0	0
Total assets	0	0
Recurring Basis | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Servicing assets	0	0
Total assets	0	0
Recurring Basis | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Servicing assets	1,687	3,489
Total assets	$ 1,687	$ 3,489

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Fair Value of Financial Instruments (Servicing Rights) (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Minimum
Servicing Assets at Fair Value [Line Items]
Discount rate	30.00%	30.00%
Cost of service	0.09%	0.09%
Renewal rate	50.47%	31.78%
Default rate	10.12%	6.43%
Maximum
Servicing Assets at Fair Value [Line Items]
Discount rate	30.00%	30.00%
Cost of service	0.12%	0.09%
Renewal rate	57.33%	53.21%
Default rate	10.72%	10.36%
Weighted-Average
Servicing Assets at Fair Value [Line Items]
Discount rate	30.00%	30.00%
Cost of service	0.11%	0.09%
Renewal rate	53.40%	53.21%
Default rate	10.33%	10.00%

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Fair Value of Financial Instruments (Servicing Assets) (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Fair Value Disclosures [Abstract]
Default rate assumption, Default rate increase of 25%	25.00%	25.00%
Default rate assumption, Default rate increase of 50%	50.00%	50.00%
Cost to service assumption, Cost to service increase by 25%	25.00%	25.00%
Cost to service assumption, Cost to service increase by 50%	50.00%	50.00%
Default rate increase of 25%	$ (107)	$ (145)
Default rate increase of 50%	(207)	(282)
Cost to service increase by 25%	(57)	(79)
Cost to service increase by 50%	$ (114)	$ (159)

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Fair Value of Financial Instruments (Assets and Liabilities Measured at Fair Value) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans held for investment	$ 0	$ 0
Loans held for sale	0	0
Total assets	0	0
Fixed-rate debt	0	0
Total fixed-rate debt	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans held for investment	0	0
Loans held for sale	0	0
Total assets	0	0
Fixed-rate debt	0	0
Total fixed-rate debt	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans held for investment	886,816	545,740
Loans held for sale	1,039	763
Total assets	887,855	546,503
Fixed-rate debt	245,852	190,411
Total fixed-rate debt	245,852	190,411
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans held for investment	817,959	499,431
Loans held for sale	986	706
Total assets	818,945	500,137
Fixed-rate debt	259,033	194,624
Total fixed-rate debt	259,033	194,624
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans held for investment	886,816	545,740
Loans held for sale	1,039	763
Total assets	887,855	546,503
Fixed-rate debt	245,852	190,411
Total fixed-rate debt	$ 245,852	$ 190,411

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Noncontrolling Interest (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			$ 329,422	$ 310,605
Net income (loss)	$ (17,173)	$ 3,507	(49,022)	2,912
Stock-based compensation			11,399	8,065
Employee stock purchase plan			3,996
Cumulative translation adjustment	210	(1,215)	393	(1,215)
Exercise of options and warrants			168	2,422
Purchase of shares for treasury			(576)
OnDeck Australia capitalization				6,870
Other				(183)
Ending balance	295,780	329,476	295,780	329,476
Comprehensive income (loss):
Net income (loss)	(17,173)	3,507	(49,022)	2,912
Foreign currency translation adjustment	210	(1,215)	393	(1,215)
Comprehensive income (loss):	(16,963)	2,292	(48,629)	1,697
On Deck Capital, Inc.'s stockholders' equity
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			322,813	310,605
Net income (loss)			(47,102)	3,370
Stock-based compensation			11,399	8,065
Employee stock purchase plan			3,996
Cumulative translation adjustment			216	(669)
Exercise of options and warrants			168	2,422
Purchase of shares for treasury			(576)
OnDeck Australia capitalization				0
Other				(183)
Ending balance	290,914	323,610	290,914	323,610
Comprehensive income (loss):
Net income (loss)			(47,102)	3,370
Foreign currency translation adjustment			216	(669)
Comprehensive income (loss):			(46,886)	2,701
Noncontrolling interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			6,609	0
Net income (loss)			(1,920)	(458)
Stock-based compensation			0	0
Employee stock purchase plan			0
Cumulative translation adjustment			177	(546)
Exercise of options and warrants			0	0
Purchase of shares for treasury			0
OnDeck Australia capitalization				6,870
Other				0
Ending balance	$ 4,866	$ 5,866	4,866	5,866
Comprehensive income (loss):
Net income (loss)			(1,920)	(458)
Foreign currency translation adjustment			177	(546)
Comprehensive income (loss):			$ (1,743)	$ (1,004)

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Noncontrolling Interest (Narrative) (Details)	Sep. 30, 2015	Jun. 30, 2015
Noncontrolling Interest [Line Items]
Noncontrolling interest, ownership percentage by parent	67.00%
Noncontrolling interest, ownership percentage by noncontrolling owners	33.00%
OnDeck Australia
Noncontrolling Interest [Line Items]
Noncontrolling interest, ownership percentage by parent		55.00%
Noncontrolling interest, ownership percentage by noncontrolling owners		45.00%

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Stock-Based Compensation (Summary of Option Activity) (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Beginning Balance, Outstanding, Number of Options (in shares) | shares	10,711,324
Granted, Number of Options (in shares) | shares	2,022,999
Exercised, Number of Options (in shares) | shares	(420,846)
Forfeited, Number of Options (in shares) | shares	(234,919)
Expired, Number of Options (in shares) | shares	(81,007)
Ending Balance, Outstanding, Number of Options (in shares) | shares	11,997,551
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Beginning Balance, Outstanding, Weighted-Average Exercise Price (USD per share) | $ / shares	$ 6.16
Granted, Weighted-Average Exercise Price (USD per share) | $ / shares	5.98
Exercised, Weighted-Average Exercise Price (USD per share) | $ / shares	0.59
Forfeited, Weighted-Average Exercise Price (USD per share) | $ / shares	9.47
Expired, Weighted-Average Exercise Price (USD per share) | $ / shares	12.59
Ending Balance, Outstanding, Weighted-Average Exercise Price (USD per share) | $ / shares	$ 6.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, Weighted-Average Remaining Contractual Term (in years)	7 years 6 months 26 days
Outstanding, Aggregate Intrinsic Value | $	$ 25,101
Exercisable, Number of Options (in shares) | shares	6,629,040
Exercisable, Weighted-Average Exercise Price (USD per share) | $ / shares	$ 4.51
Exercisable, Weighted-Average Remaining Contractual Term (in years)	6 years 8 months 27 days
Exercisable, Aggregate Intrinsic Value | $	$ 21,610
Vested or expected to vest, Number of Options (in shares) | shares	11,721,660
Vested or expected to vest, Weighted-Average Exercise Price (USD per share) | $ / shares	$ 6.16
Vested or expected to vest, Weighted-Average Remaining Contractual Term (in years)	7 years 6 months 26 days
Vested or expected to vest, Aggregate Intrinsic Value | $	$ 25,063

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Stock-Based Compensation (Options) (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Compensation cost for nonvested option awards not yet recognized	$ 19.3		$ 19.3
Weighted-average recognition period			2 years 5 months 19 days
Aggregate intrinsic value	$ 0.9	$ 1.8	$ 2.4	$ 9.7

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Stock-Based Compensation (Restricted Stock Unit Activity) (Details)	9 Months Ended
	Sep. 30, 2016 $ / shares shares
Restricted stock and RSU's
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested, Number of RSUs, Beginning Balance (in shares) | shares	1,853,452
RSUs vested, Number of RSUs (in shares) | shares	(292,595)
RSUs forfeited/expired, Number of RSUs (in shares) | shares	(327,180)
Unvested, Number of RSUs, Ending Balance (in shares) | shares	4,225,480
Expected to vest, Number of RSUs (in shares) | shares	3,438,805
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested, Weighted-Average Grant Date Fair Value, Beginning Balance (USD per share) | $ / shares	$ 12.85
RSUs vested, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares	14.88
RSUs forfeited/expired, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares	10.52
Unvested, Weighted-Average Grant Date Fair Value, Ending Balance (USD per share) | $ / shares	8.48
Expected to vest, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares	$ 9.17
Restricted Stock Units (RSUs) and Performance Based Restricted Stock Units (PRSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
RSUs granted, Number of RSUs (in shares) | shares	2,991,803
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
RSUs granted, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares	$ 6.62

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Stock-Based Compensation (Restricted Stock Units) (Narrative) (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognition period	2 years 5 months 19 days
Performance Based Restricted Stock Units (PRSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
PRSUs granted, Number of PRSUs (in shares) | shares	194,207
PRSUs granted, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares	$ 5.95
Ratio Eligible for Possible Vesting of PRSUs	0.3333
Maximum Earnings, Percentage of Baseline Awards	150.00%
Performance Period	12 months
Restricted Stock Units (RSUs) and Performance Based Restricted Stock Units (PRSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
PRSUs granted, Number of PRSUs (in shares) | shares	2,991,803
PRSUs granted, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares	$ 6.62
Unrecognized compensation cost | $	$ 23.9
Recognition period	3 years 1 month 24 days

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Stock-Based Compensation (Stock-based Compensation Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 3,761	$ 3,707	$ 11,423	$ 8,065
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	920	1,012	2,749	2,180
Technology and analytics
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	793	778	2,437	1,719
Processing and servicing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	227	227	781	530
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 1,821	$ 1,690	$ 5,456	$ 3,636

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Commitments and Contingencies (Details) - lawsuit	Feb. 18, 2016	Aug. 31, 2015
Pending Litigation
Loss Contingencies [Line Items]
Number of putative class actions filed (in lawsuits)	2	2