Enova International, Inc. (Form: 10-Q, Received: 05/01/2019 16:20:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2019

☐	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 1-35503

Enova International, Inc.

(Exact name of registrant as specified in its charter)

Delaware		45-3190813
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

175 West Jackson Blvd. Chicago, Illinois		60604
(Address of principal executive offices)		(Zip Code)

(312) 568-4200

(Registrant’s telephone number, including area code)

NONE

(Former name, former address and former fiscal year, if changed since last report)

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes ☒ No ☐

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

33,726,665 of the Registrant’s common shares, $.00001 par value, were outstanding as of April 29, 2019.

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these statements. These forward-looking statements give current expectations or forecasts of future events and reflect the views and assumptions of senior management with respect to the business, financial condition, operations and prospects of Enova International, Inc. and its subsidiaries (collectively, the “Company”). When used in this report, terms such as “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “intends,” “anticipates,” “may,” “forecast,” “project” and similar expressions or variations as they relate to the Company or its management are intended to identify forward-looking statements. Forward-looking statements address matters that involve risks and uncertainties that are beyond the ability of the Company to control and, in some cases, predict. Accordingly, there are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these statements. Key factors that could cause the Company’s actual financial results, performance or condition to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, the following:

•

the effect of laws and regulations targeting our industry that directly or indirectly regulate or prohibit our operations or render them unprofitable or impractical;

•

the effect of and compliance with domestic and international consumer credit, tax and other laws and government rules and regulations applicable to our business, including changes in such laws, rules and regulations, or changes in the interpretation or enforcement thereof, and the regulatory and examination authority of the Consumer Financial Protection Bureau with respect to providers of consumer financial products and services in the United States and the Financial Conduct Authority in the United Kingdom;

•

changes in our U.K. business practices in response to the requirements of the Financial Conduct Authority;

•

the effect of and compliance with enforcement actions, orders and agreements issued by applicable regulators, such as the January 2019 Consent Order issued by the Consumer Financial Protection Bureau;

•

our ability to process or collect loans and finance receivables through the Automated Clearing House system;

•

the deterioration of the political, regulatory or economic environment in countries where we operate or in the future may operate;

•

the actions of third parties who provide, acquire or offer products and services to, from or for us;

•

public and regulatory perception of the consumer loan business, small business financing and our business practices;

•

the effect of any current or future litigation proceedings and any judicial decisions or rulemaking that affects us, our products or the legality or enforceability of our arbitration agreements;

•

changes in demand for our services, changes in competition and the continued acceptance of the online channel by our customers;

•

changes in our ability to satisfy our debt obligations or to refinance existing debt obligations or obtain new capital to finance growth;

•

a prolonged interruption in the operations of our facilities, systems and business functions, including our information technology and other business systems;

•

our ability to maintain an allowance or liability for estimated losses that is adequate to absorb credit losses;

•

compliance with laws and regulations applicable to our international operations, including anti-corruption laws such as the Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 and international anti-money laundering, trade and economic sanctions laws;

•

our ability to attract and retain qualified officers;

•

cyber-attacks or security breaches;

•

acts of God, war or terrorism, pandemics and other events;

•

the ability to successfully integrate newly acquired businesses into our operations;

•

interest rate and foreign currency exchange rate fluctuations;

•

changes in the capital markets, including the debt and equity markets;

•

the effect of any of the above changes on our business or the markets in which we operate; and

•

other risks and uncertainties described herein.

The foregoing list of factors i s not exhaustive and new factors may emerge or changes to these factors may occur that would impact the Company’s business and cause actual results to differ materially from those expressed in any of our forward-looking statements. Additional information r egarding these and other factors may be contained in the Company’s filings with the Securities and Exchange Commission (the “SEC”). Readers of this report are encouraged to review all of the Risk Factors contained in the Company’s filings with the SEC to o btain more detail about the Company’s risks and uncertainties. All forward-looking statements involve risks, assumptions and uncertainties. The occurrence of the events described, and the achievement of the expected results, depends on many events, some or all of which are not predictable or within the Company’s control. If one or more events related to these or other risks or uncertainties materialize, or if management’s underlying assumptions prove to be incorrect, actual results may differ materially fro m what the Company anticipates. The forward-looking statements in this report are made as of the date of this report, and the Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstance s occurring after the date of this report. All forward-looking statements in this report are expressly qualified in their entirety by the foregoing cautionary statements.

ENOVA INTERNATIONAL, INC.

INDEX TO FORM 10-Q


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets – March 31, 2019 and 2018 and December 31, 2018	1
	Consolidated Statements of Income – Three Months Ended March 31, 2019 and 2018	3
	Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 2019 and 2018	4
	Consolidated Statements of Stockholders’ Equity – Three Months Ended March 31, 2019 and 2018	5
	Consolidated Statements of Cash Flows – Three Months Ended March 31, 2019 and 2018	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	47

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.	Defaults upon Senior Securities	48
Item 4.	Mine Safety Disclosures	48
Item 5.	Other Information	48
Item 6.	Exhibits	49

SIGNATURES		50

P ART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)

(Unaudited)

	March 31,						December 31,
	2019			2018			2018
Assets
Cash and cash equivalents ⁽¹⁾	$	92,829		$	69,900		$	52,917
Restricted cash ⁽¹⁾		25,391			34,765			24,342
Loans and finance receivables, net ⁽¹⁾		815,856			703,076			859,946
Income taxes receivable		20,672			—			28,914
Other receivables and prepaid expenses ⁽¹⁾		29,354			22,164			29,983
Property and equipment, net		50,522			47,698			49,553
Operating lease right-of-use assets		21,453			—			—
Goodwill		267,013			267,013			267,013
Intangible assets, net		2,987			4,058			3,255
Other assets ⁽¹⁾		12,342			9,526			12,262
Total assets	$	1,338,419		$	1,158,200		$	1,328,185
Liabilities and Stockholders' Equity
Accounts payable and accrued expenses ⁽¹⁾	$	87,434		$	70,473		$	89,317
Operating lease liabilities		38,731			—			—
Income taxes currently payable		—			257			—
Deferred tax liabilities, net		41,132			17,087			33,171
Long-term debt ⁽¹⁾		791,908			754,650			857,929
Total liabilities		959,205			842,467			980,417
Commitments and contingencies (Note 9)
Stockholders' equity:
Common stock, $0.00001 par value, 250,000,000 shares authorized, 35,339,678, 34,340,242 and 34,856,553 shares issued and 33,683,763, 33,862,388 and 33,584,606 outstanding as of March 31, 2019 and 2018 and December 31, 2018, respectively		—			—			—
Preferred stock, $0.00001 par value, 25,000,000 shares authorized, no shares issued and outstanding		—			—			—
Additional paid in capital		51,638			32,671			48,175
Retained earnings		371,086			294,215			336,415
Accumulated other comprehensive loss		(12,251	)		(4,322	)		(13,805	)
Treasury stock, at cost (1,655,915, 477,854 and 1,271,947 shares as of March 31, 2019 and 2018 and December 31, 2018, respectively)		(31,259	)		(6,831	)		(23,017	)
Total stockholders' equity		379,214			315,733			347,768
Total liabilities and stockholders' equity	$	1,338,419		$	1,158,200		$	1,328,185

(1)	Includes amounts in wholly owned, bankruptcy-remote special purpose subsidiaries (“VIEs”) presented separately in the table below.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)

(Unaudited)

The following table presents the aggregated assets and liabilities of consolidated VIEs, which are included in the Consolidated Balance Sheets above. The assets in the table below may only be used to settle obligations of consolidated VIEs and are in excess of those obligations. See Note 12 for additional information.

	March 31,				December 31,
	2019		2018		2018
Assets of consolidated VIEs, included in total assets above
Cash and cash equivalents	$	420	$	—	$	210
Restricted cash		23,167		26,746		22,168
Loans and finance receivables, net (includes allowance for losses of $27,227, $24,471 and $27,255 as of March 31, 2019 and 2018 and December 31, 2018, respectively)		280,711		278,272		318,961
Other receivables and prepaid expenses		5,914		1		2,712
Other assets		2,737		155		2,544
Total assets	$	312,949	$	305,174	$	346,595
Liabilities of consolidated VIEs, included in total liabilities above
Accounts payable and accrued expenses	$	2,711	$	1,677	$	3,087
Long-term debt		178,841		214,459		223,368
Total liabilities	$	181,552	$	216,136	$	226,455

See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(Unaudited)

	Three Months Ended
	March 31,
	2019			2018
Revenue	$	293,183		$	254,298
Cost of Revenue		139,045			108,553
Gross Profit		154,138			145,745
Expenses
Marketing		23,662			27,736
Operations and technology		29,600			25,538
General and administrative		29,573			26,921
Depreciation and amortization		4,184			3,838
Total Expenses		87,019			84,033
Income from Operations		67,119			61,712
Interest expense, net		(19,500	)		(19,673	)
Foreign currency transaction loss		(143	)		(2,088	)
Loss on early extinguishment of debt		(2,321	)		(4,710	)
Income before Income Taxes		45,155			35,241
Provision for income taxes		10,138			7,343
Net Income	$	35,017		$	27,898
Earnings Per Share:
Earnings per common share:
Basic	$	1.05		$	0.83
Diluted	$	1.02		$	0.81
Weighted average common shares outstanding:
Basic		33,481			33,669
Diluted		34,421			34,572

See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2019		2018
Net Income	$	35,017	$	27,898
Other comprehensive gain (loss), net of tax:
Foreign currency translation gain ⁽¹⁾		1,554		4,386
Reclassification of certain deferred tax effects		—		(1,622	)
Total other comprehensive gain, net of tax		1,554		2,764
Comprehensive Income	$	36,571	$	30,662

(1)	Net of tax provision of $(500) and $(1,601) for the three months ended March 31, 2019 and 2018, respectively.

See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)

										Accumulated
					Additional					Other									Total
	Common Stock				Paid in		Retained			Comprehensive			Treasury Stock, at cost						Stockholders'
	Shares		Amount		Capital		Earnings			Loss			Shares			Amount			Equity
Balance at December 31, 2017		33,933	$	—	$	29,781	$	264,695		$	(7,086	)		(428	)	$	(5,703	)	$	281,687
Stock-based compensation expense		—		—		2,433		—			—			—			—			2,433
Shares issued for vested RSUs		376		—		—		—			—			—			—			—
Shares issued for stock option exercises		31		—		457		—			—			—			—			457
Net income		—		—		—		27,898			—			—			—			27,898
Foreign currency translation gain, net of tax		—		—		—		—			4,386			—			—			4,386
Purchases of treasury shares, at cost		—		—		—		—			—			(50	)		(1,128	)		(1,128	)
Reclassification of certain deferred tax effects		—		—		—		1,622			(1,622	)		—			—			—
Balance at March 31, 2018		34,340	$	—	$	32,671	$	294,215		$	(4,322	)		(478	)	$	(6,831	)	$	315,733

Balance at December 31, 2018		34,857	$	—	$	48,175	$	336,415		$	(13,805	)		(1,272	)	$	(23,017	)	$	347,768
Stock-based compensation expense		—		—		3,074		—			—			—			—			3,074
Shares issued for vested RSUs		427		—		—		—			—			—			—			—
Shares issued for stock option exercises		56		—		389		—			—			—			—			389
Net income		—		—		—		35,017			—			—			—			35,017
Foreign currency translation gain, net of tax		—		—		—		—			1,554			—			—			1,554
Purchases of treasury shares, at cost		—		—		—		—			—			(384	)		(8,242	)		(8,242	)
Cumulative effect of accounting change (Note 1)		—		—		—		(346	)		—			—			—			(346	)
Balance at March 31, 2019		35,340	$	—	$	51,638	$	371,086		$	(12,251	)		(1,656	)	$	(31,259	)	$	379,214

See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2019			2018
Cash Flows from Operating Activities
Net Income	$	35,017		$	27,898
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,184			3,838
Amortization of deferred loan costs and debt discount		1,755			1,541
Cost of revenue		139,045			108,553
Stock-based compensation expense		3,074			2,433
Loss on early extinguishment of debt		2,321			4,710
Lease termination and cease-use costs		370			—
Deferred income taxes, net		7,560			3,388
Other		—			55
Changes in operating assets and liabilities:
Finance and service charges on loans and finance receivables		2,250			2,346
Other receivables and prepaid expenses		1,123			2,015
Operating leases, net		(365	)		—
Accounts payable and accrued expenses		(24,794	)		(8,124	)
Current income taxes		49,540			4,349
Net cash provided by operating activities		221,080			153,002
Cash Flows from Investing Activities
Loans and finance receivables originated or acquired		(371,126	)		(378,099	)
Loans and finance receivables repaid		271,855			270,018
Purchases of property and equipment		(4,884	)		(3,349	)
Other investing activities		—			24
Net cash used in investing activities		(104,155	)		(111,406	)
Cash Flows from Financing Activities
Borrowings under revolving line of credit		45,000			32,000
Repayments under revolving line of credit		(67,000	)		(24,000	)
Borrowings under securitization facilities		37,800			55,300
Repayments under securitization facilities		(84,090	)		(49,581	)
Repayments of senior notes		—			(50,000	)
Debt issuance costs paid		(378	)		—
Debt prepayment penalty paid		(1,392	)		(3,656	)
Proceeds from exercise of stock options		389			457
Treasury shares purchased		(8,242	)		(1,128	)
Net cash used in financing activities		(77,913	)		(40,608	)
Effect of exchange rates on cash, cash equivalents and restricted cash		1,949			5,533
Net increase in cash, cash equivalents and restricted cash		40,961			6,521
Cash, cash equivalents and restricted cash at beginning of year		77,259			98,144
Cash, cash equivalents and restricted cash at end of period	$	118,220		$	104,665

Supplemental Disclosures
Loans and finance receivables renewed	$	71,420		$	84,544

See notes to consolidated financial statements.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.	Significant Accounting Policies

Nature of the Company

The Company operates an internet-based lending platform to serve customers in need of cash to fulfill their financial responsibilities. Through a network of direct and indirect marketing channels, the Company offers funds to its customers through a variety of unsecured loan and finance receivable products. The business is operated primarily through the internet to provide convenient, fully-automated financial solutions to its customers. The Company originates, arranges, guarantees or purchases consumer loans and provides financing to small businesses through a line of credit account, installment loan or receivables purchase agreement product (“RPAs”). Consumer loans include short-term loans, line of credit accounts and installment loans. RPAs represent a right to receive future receivables from a small business. “Loans and finance receivables” include consumer loans, small business lines of credit, small business installment loans and RPAs.

Basis of Presentation

The consolidated financial statements of the Company reflect the historical results of operations and cash flows of the Company during each respective period. The consolidated financial statements include goodwill and intangible assets arising from businesses previously acquired. The financial information included herein may not be indicative of the consolidated financial position, operating results, changes in stockholders’ equity and cash flows of the Company in the future. Intercompany transactions are eliminated.

The Company consolidates any variable interest entity (“VIE”) where it has been determined it is the primary beneficiary. The primary beneficiary is the entity which has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance as well as the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE.

The consolidated financial statements presented as of March 31, 2019 and 2018 and for the three-month periods ended March 31, 2019 and 2018 are unaudited but, in management’s opinion, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for such interim periods. Operating results for the three-month period are not necessarily indicative of the results that may be expected for the full fiscal year.

These consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 and related notes, which are included on Form 10-K filed with the SEC on February 27, 2019.

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheet (in thousands):

	March 31,
	2019		2018
Cash and cash equivalents	$	92,829	$	69,900
Restricted cash		25,391		34,765
Total cash, cash equivalents and restricted cash	$	118,220	$	104,665

Reclassification of Accumulated Other Comprehensive Income to Net Income

In May 2009 and October 2009, the Company began providing services in Australia and Canada under the brand name DollarsDirect. Due to the small size of the Australian and Canadian markets and our limited operations there, we decided to exit those markets in 2016 and reallocate our resources to our other existing businesses. As a result, we stopped originating loans in those countries and have wound down our loan portfolios. During the quarter ended March 31, 2018, the Company continued the liquidation process of the legal entities related to Australia and Canada and recorded a $2.3 million loss to “Foreign currency transaction loss” in the consolidated statements of income to recognize the cumulative translation adjustment balance that had been previously recorded to “Accumulated other comprehensive loss” on the consolidated balance sheets.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Adopted Accounting Standards

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑02, Leases (Topic 842) (“ASU 2016‑02”). ASU 2016‑02 requires lessee recognition on the balance sheet of a right-of-use asset and a lease liability, initially measured at the present value of the lease payments. It further requires recognition in the income statement of a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis. It also requires classification of all cash payments within operating activities in the statement of cash flows. In July 2018, the FASB issued ASU 2018‑11, Leases (Topic 842): Targeted Improvements (“ASU 2018‑11”), which provides targeted improvements to ASU 2016‑02 by providing an additional optional transition method and a lessor practical expedient for lease and non-lease components. In March 2019, the FASB issued ASU 2019‑01, Leases (Topic 842): Codification Improvements (“ASU 2019‑01”), which clarifies transition disclosures related to ASC 250, Accounting Changes and Error Corrections . ASU 2016‑02 and ASU 2019‑01 became effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2018.

The Company adopted ASU 2016‑02 and ASU 2019‑01 on January 1, 2019 and elected the optional transition method permitted by ASU 2018‑11. The Company elected the package of transition practical expedients, which allows it to not reassess whether any expired or existing contracts are or contain leases and to not reassess the lease classification for existing or expired leases. The Company also elected the practical expedient to not separate lease and associated non-lease components and the short-term lease exception. The following table sets forth the impact of adoption as of January 1, 2019 (in thousands):

	Increase
	(decrease)
Assets
Other receivables and prepaid expenses	$	(35	)
Operating lease right-of-use assets		22,332
Total assets	$	22,297
Liabilities and Stockholders' Equity
Accounts payable and accrued expenses	$	(16,860	)
Operating lease liabilities		39,605
Deferred tax liabilities, net		(102	)
Total liabilities		22,643
Stockholders' equity:
Retained earnings		(346	)
Total stockholders' equity		(346	)
Total liabilities and stockholders' equity	$	22,297

Accounting Standards to be Adopted in Future Periods

In August 2018, the FASB issued ASU 2018‑15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018‑15”). ASU 2018‑15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred over the noncancellable term of the cloud computing arrangements plus any optional renewal periods (1) that are reasonably certain to be exercised by the customer or (2) for which exercise of the renewal option is controlled by the cloud service provider. The effective date of this pronouncement is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. The standard can be adopted either using the prospective or retrospective transition approach. The Company does not expect that the adoption of ASU 2018‑15 will have a material effect on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017‑04, Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment (“ASU 2017‑04”) to simplify the accounting for goodwill impairment. ASU 2017‑04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017‑04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect that the adoption of ASU 2017‑04 will have a material effect on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016‑13, Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”). The amendments in ASU 2016‑13 replace the incurred loss impairment methodology in current GAAP with a methodology that reflects lifetime expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016‑13 is effective for annual periods beginning after December 15, 2019, and interim periods within

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

those annual periods. Early adopt ion is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is assessing the impact of ASU 2016 ‑ 13, which at the date of adoption will increase the allowance for credit losses with a res ulting negative adjustment to retained earnings.

2.	Loans and Finance Receivables, Credit Quality Information and Allowances and Liabilities for Estimated Losses on Loans and Finance Receivables

Revenue generated from the Company’s loans and finance receivables for the three months ended March 31, 2019 and 2018 was as follows (dollars in thousands):

	Three Months Ended
	March 31,
	2019		2018
Short-term loans	$	46,325	$	53,375
Line of credit accounts		104,483		78,309
Installment loans and RPAs		142,062		122,108
Total loans and finance receivables revenue		292,870		253,792
Other		313		506
Total revenue	$	293,183	$	254,298

Current and Delinquent Loans and Finance Receivables

The Company classifies its loans and finance receivables as either current or delinquent. Short-term loans are considered delinquent when payment of an amount due is not made as of the due date. If a line of credit account or installment loan customer misses one payment, that payment is considered delinquent and the balance of the loan is considered current. If a line of credit account or installment loan customer does not make two consecutive payments, the entire account or loan is classified as delinquent and placed on a non-accrual status. The Company allows for normal payment processing time before considering a loan delinquent but does not provide for any additional grace period.

The Company does not accrue interest on delinquent loans and does not resume accrual of interest on a delinquent loan unless it is returned to current status. In addition, delinquent loans generally may not be renewed, and if, during its attempt to collect on a delinquent loan, the Company allows additional time for payment through a payment plan or a promise to pay, it is still considered delinquent. Generally, all payments received are first applied against accrued but unpaid interest and fees and then against the principal balance of the loan.

Allowance and Liability for Estimated Losses on Loans and Finance Receivables

The Company monitors the performance of its loan and finance receivable portfolios and maintains either an allowance or liability for estimated losses on loans and finance receivables (including revenue, fees and/or interest) at a level estimated to be adequate to absorb losses inherent in the portfolio. The allowance for losses on the Company’s owned loans and finance receivables reduces the outstanding loans and finance receivables balance in the consolidated balance sheets. Through its CSO programs, the Company provides services related to third-party lenders’ short-term and installment consumer loan products by acting as a credit services organization or credit access business on behalf of consumers in accordance with applicable state laws. The liability for estimated losses related to loans guaranteed under its CSO programs is initially recorded at fair value and is included in “Accounts payable and accrued expenses” in the consolidated balance sheets.

In determining the allowance or liability for estimated losses on loans and finance receivables, the Company applies a documented systematic methodology. In calculating the allowance or liability for receivable losses, outstanding loans and finance receivables are divided into discrete groups of short-term loans, line of credit accounts, installment loans and RPAs and are analyzed as current or delinquent. Increases in either the allowance or the liability, net of charge-offs and recoveries, are recorded as a “Cost of revenue” in the consolidated statements of income.

The allowance or liability for short-term loans classified as current is based on historical loss rates adjusted for recent default trends for current loans. For delinquent short-term loans, the allowance or liability is based on a six-month rolling average of loss rates by stage of collection. For line of credit account, installment loan and RPA portfolios, the Company generally uses either a migration analysis or roll-rate based methodology to estimate losses inherent in the portfolio. The allowance or liability calculation under the migration analysis and roll-rate methodology is based on historical charge-off experience and the loss emergence period, which represents the average amount of time between the first occurrence of a loss event and the charge-off of a loan or RPA. The factors the

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Company considers to assess the adequacy of the allowance or liability include past due performance, historical behavior of monthly vintages, underw riting changes and recent trends in delinquency in the migration analysis. The roll-rate methodology is based on delinquency status, payment history and recency factors to estimate future charge-offs.

The Company fully reserves for loans and finance receivables once the receivable or a portion of the receivable has been classified as delinquent for 60 consecutive days and generally charges off loans and finance receivables between 60 and 65 days delinquent. If a loan or finance receivable is deemed uncollectible before it is fully reserved, it is charged off at that point. Loans and finance receivables classified as delinquent generally have an age of one to 64 days from the date any portion of the receivable became delinquent, as defined above. Recoveries on loans and finance receivables previously charged to the allowance are credited to the allowance when collected.

The components of Company-owned loans and finance receivables at March 31, 2019 and 2018 and December 31, 2018 were as follows (dollars in thousands):

	As of March 31, 2019
	Short-term			Line of Credit			Installment Loans and
	Loans			Accounts			RPAs			Total
Current receivables	$	27,872		$	207,395		$	636,278		$	871,545
Delinquent receivables:
Delinquent payment amounts ⁽¹⁾		—			8,500			2,600			11,100
Receivables on non-accrual status		21,276			3,084			50,252			74,612
Total delinquent receivables		21,276			11,584			52,852			85,712
Total loans and finance receivables, gross		49,148			218,979			689,130			957,257
Less: Allowance for losses		(15,418	)		(41,362	)		(84,621	)		(141,401	)
Loans and finance receivables, net	$	33,730		$	177,617		$	604,509		$	815,856

	As of March 31, 2018
	Short-term			Line of Credit			Installment Loans and
	Loans			Accounts			RPAs			Total
Current receivables	$	39,339		$	152,114		$	543,435		$	734,888
Delinquent receivables:
Delinquent payment amounts ⁽¹⁾		—			6,624			2,143			8,767
Receivables on non-accrual status		26,519			2,185			45,000			73,704
Total delinquent receivables		26,519			8,809			47,143			82,471
Total loans and finance receivables, gross		65,858			160,923			590,578			817,359
Less: Allowance for losses		(19,136	)		(27,120	)		(68,027	)		(114,283	)
Loans and finance receivables, net	$	46,722		$	133,803		$	522,551		$	703,076

	As of December 31, 2018
	Short-term			Line of Credit			Installment Loans and
	Loans			Accounts			RPAs			Total
Current receivables	$	37,558		$	213,896		$	672,538		$	923,992
Delinquent receivables:
Delinquent payment amounts ⁽¹⁾		—			10,783			2,696			13,479
Receivables on non-accrual status		30,167			2,884			52,732			85,783
Total delinquent receivables		30,167			13,667			55,428			99,262
Total loans and finance receivables, gross		67,725			227,563			727,966			1,023,254
Less: Allowance for losses		(21,420	)		(51,008	)		(90,880	)		(163,308	)
Loans and finance receivables, net	$	46,305		$	176,555		$	637,086		$	859,946

(1)	Represents the delinquent portion of installment loans and line of credit account balances for customers that have only missed one payment and RPA customers who have not delivered agreed upon receivables. See “Current and Delinquent Loans and Finance Receivables” above for additional information.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Changes in the allowance for losses for the Company-owned loans and finance receivables and the liability for losses on the Company’s guarantees of third-party lender-owned loans during the three months ended March 31, 2019 and 2018 were as follows (dollars in thousands):

	Three Months Ended March 31, 2019
	Short-term			Line of Credit			Installment Loans and
	Loans			Accounts			RPAs			Total
Allowance for losses for Company-owned loans and finance receivables:
Balance at beginning of period	$	21,420		$	51,008		$	90,880		$	163,308
Cost of revenue		17,948			37,739			84,260			139,947
Charge-offs		(29,476	)		(51,222	)		(111,840	)		(192,538	)
Recoveries		5,375			3,837			21,076			30,288
Effect of foreign currency translation		151			—			245			396
Balance at end of period	$	15,418		$	41,362		$	84,621		$	141,401
Liability for third-party lender-owned loans:
Balance at beginning of period	$	1,964		$	—		$	202		$	2,166
Decrease in liability		(858	)		—			(44	)		(902	)
Balance at end of period	$	1,106		$	—		$	158		$	1,264

	Three Months Ended March 31, 2018
	Short-term			Line of Credit			Installment Loans and
	Loans			Accounts			RPAs			Total
Allowance for losses for Company-owned loans and finance receivables:
Balance at beginning of period	$	19,917		$	31,148		$	71,979		$	123,044
Cost of revenue		21,167			25,383			62,851			109,401
Charge-offs		(28,485	)		(32,807	)		(81,206	)		(142,498	)
Recoveries		6,272			3,396			14,125			23,793
Effect of foreign currency translation		265			—			278			543
Balance at end of period	$	19,136		$	27,120		$	68,027		$	114,283
Liability for third-party lender-owned loans:
Balance at beginning of period	$	2,105		$	—		$	153		$	2,258
Increase in liability		(844	)		—			(4	)		(848	)
Balance at end of period	$	1,261		$	—		$	149		$	1,410

Guarantees of Consumer Loans

In connection with its CSO programs, the Company guarantees consumer loan payment obligations to unrelated third-party lenders for short-term and installment loans and is required to purchase any defaulted loans it has guaranteed. The guarantee represents an obligation to purchase specific loans that go into default. As of March 31, 2019 and 2018 and December 31, 2018, the amount of consumer loans guaranteed by the Company was $22.3 million, $26.6 million and $29.7 million, respectively, representing amounts due under consumer loans originated by third-party lenders under the CSO programs. The estimated fair value of the liability for estimated losses on consumer loans guaranteed by the Company of $1.3 million, $1.4 million and $2.2 million, as of March 31, 2019 and 2018 and December 31, 2018, respectively, is included in “Accounts payable and accrued expenses” in the consolidated balance sheets.

Bank Program Loans

In order to leverage its online lending platform, the Company launched a program with a bank in 2016 to provide technology, marketing services, and loan servicing for near-prime unsecured consumer installment loans. Under the program, the Company received marketing and servicing fees while the bank received an origination fee. The bank had the ability to sell the loans it originated to the Company. In May 2018, as a result of a change in the law in Ohio, our bank partner suspended lending and the

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Company suspended purchasing loans through this program. The Company plans to continue and grow this program in the future by adding new partners and expanding into additional states.

Leases

The Company has operating leases primarily for its corporate headquarters, other offices located in the U.S. and the U.K. and certain equipment. The Company’s leases have remaining lease terms of less than one year to nine years. Certain leases include options to extend the leases for up to five years, while others include options to terminate the leases within one year. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company determines if an arrangement is an operating lease at inception. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. All other operating leases are recorded on the consolidated balance sheet with right-of-use assets representing the right to use the underlying asset for the lease term and lease liabilities representing the obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. If a lease does not provide an implicit rate, the Company uses its incremental secured borrowing rate, adjusted for the maturity date, based on information available at the commencement date in determining the present value of lease payments. Lease agreements with lease and non-lease components are accounted for as a single lease component. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in general and administrative expense.

Lease expenses for the three months ended March 31, 2019 were as follows (in thousands):

	Three Months Ended
	March 31,
	2019
Operating lease cost	$	1,574
Operating lease impairment charge		370
Variable lease cost		58
Short-term lease cost		15
Total lease cost	$	2,017

Future minimum lease payments as of March 31, 2019 are as follows (in thousands):

Year	Amount
2019	$	5,779
2020		7,438
2021		7,361
2022		7,019
2023		7,119
Thereafter		23,464
Total lease payments	$	58,180
Less: interest		19,449
Present value of lease liabilities	$	38,731

The weighted-average remaining lease term and discount rate as of March 31, 2019 were as follows:

	March 31,
	2019

Weighted-average remaining lease term (years)
Operating leases		7.8
Weighted-average discount rate
Operating leases		10.76	%

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Supplemental cash flow disclosures related to leases for the three months ended March 31, 2019 were as follows (in thousands):

	Three Months Ended
	March 31,
	2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,938

4.	Long-term debt

The Company’s long-term debt instruments and balances outstanding as of March 31, 2019 and 2018 and December 31, 2018 were as follows (dollars in thousands):

	March 31,						December 31,
	2019			2018			2018

Securitization notes	$	181,000		$	217,125		$	227,288
Revolving line of credit		—			8,000			22,000
9.75% senior notes due 2021		—			293,044			—
8.50% senior notes due 2024		250,000			250,000			250,000
8.50% senior notes due 2025		375,000			—			375,000
Subtotal		806,000			768,169			874,288
Less: Long-term debt issuance costs		(14,092	)		(13,519	)		(16,359	)
Total long-term debt	$	791,908		$	754,650		$	857,929

Weighted-average interest rates on long-term debt were 9.03% and 9.79% during the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019 and 2018 and December 31, 2018, the Company was in compliance with all covenants and other requirements set forth in the prevailing long-term debt agreements.

8.50% Senior Unsecured Notes Due 2025

On September 19, 2018, the Company issued and sold $375.0 million in aggregate principal amount of 8.50% Senior Notes due 2025 (the “2025 Senior Notes”). The 2025 Senior Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States pursuant to Regulation S under the Securities Act. The 2025 Senior Notes bear interest at a rate of 8.50% annually on the principal amount payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2019. The 2025 Senior Notes were sold at a price of 100%. The 2025 Senior Notes will mature on September 15, 2025. The 2025 Senior Notes are unsecured debt obligations of the Company, and are unconditionally guaranteed by certain of the Company’s domestic subsidiaries.

The 2025 Senior Notes are redeemable at the Company’s option, in whole or in part, (i) at any time prior to September 15, 2021 at 100% of the aggregate principal amount of 2025 Senior Notes redeemed plus the applicable “make whole” premium specified in the indenture that governs the Company’s 2025 Notes (the “2025 Senior Notes Indenture”), plus accrued and unpaid interest, if any, to the redemption date and (ii) at any time on or after September 15, 2021 at the premium, if any, specified in the 2025 Senior Notes Indenture that will decrease over time, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to September 15, 2021, at its option, the Company may redeem up to 40% of the aggregate principal amount of the 2025 Senior Notes at a redemption price of 108.5% of the aggregate principal amount of 2025 Senior Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with the proceeds of certain equity offerings as described in the 2025 Senior Notes Indenture.

The 2025 Senior Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

The Company used a portion of the net proceeds of the 2025 Senior Notes offering to retire $295.0 million of the remaining outstanding 9.75% senior notes due 2021 (the “2021 Senior Notes) and pay the related accrued interest, premiums, fees and expenses

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

associated therewith. The remaining amount was intended to be used for general corporate purposes, poten tially including working capital and future repurchases of its outstanding debt securities.

8.50% Senior Unsecured Notes Due 2024

On September 1, 2017, the Company issued and sold $250.0 million in aggregate principal amount of 8.50% Senior Notes due 2024 (the “2024 Senior Notes”). The 2024 Senior Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The 2024 Senior Notes bear interest at a rate of 8.50% annually on the principal amount payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2018. The 2024 Senior Notes were sold at a price of 100%. The 2024 Senior Notes will mature on September 1, 2024. The 2024 Senior Notes are unsecured debt obligations of the Company, and are unconditionally guaranteed by certain of its domestic subsidiaries.

The 2024 Senior Notes are redeemable at the Company’s option, in whole or in part, (i) at any time prior to September 1, 2020 at 100% of the aggregate principal amount of 2024 Senior Notes redeemed plus the applicable “make whole” premium specified in the indenture that governs the Company’s 2024 Notes (the “2024 Senior Notes Indenture”), plus accrued and unpaid interest, if any, to the redemption date and (ii) at any time on or after September 1, 2020 at the premium, if any, specified in the 2024 Senior Notes Indenture that will decrease over time, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to September 1, 2020, at its option, the Company may redeem up to 40% of the aggregate principal amount of the 2024 Senior Notes at a redemption price of 108.5% of the aggregate principal amount of 2024 Senior Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with the proceeds of certain equity offerings as described in the 2024 Senior Notes Indenture.

The 2024 Senior Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

The Company used the net proceeds of the 2024 Senior Notes offering to retire a portion of the 2021 Senior Notes, to pay the related accrued interest, premiums, fees and expenses associated therewith and for general corporate purposes.

Consumer Loan Securitizations

2019‑1 Facility

On February 25, 2019 (the “2019‑1 Closing Date”), the Company and several of its subsidiaries entered into a receivables securitization (the “2019‑1 Facility”) with PCAM Credit II, LLC, as lender (the “2019‑1 Lender”). The 2019‑1 Lender is an affiliate of Park Cities Asset Management, LLC. The 2019‑1 Facility finances Securitization Receivables that have been and will be originated or acquired under the Company’s NetCredit and CashNetUSA brands by several of the Company’s subsidiaries and that meet specified eligibility criteria. Under the 2019‑1 Facility, eligible Securitization Receivables are sold to a wholly-owned subsidiary of the Company (the “2019‑1 Debtor”) and serviced by another subsidiary of the Company.

The 2019‑1 Debtor has issued a delayed draw term note with an initial maximum principal balance of $30.0 million and a revolving note with an initial maximum principal balance of $20.0 million for an aggregate initial maximum principal balance of $50.0 million, which is required to be secured by eligible Securitization Receivables. The 2019‑1 Facility has an accordion feature that, with the consent of the 2019‑1 Lender, allows for the maximum principal balance of the delayed draw term note to increase to $50.0 million and the maximum principal balance of the revolving note to increase to $25.0 million, for an aggregate maximum principal balance of $75.0 million. The 2019‑1 Facility is non-recourse to the Company and matures three years after the 2019‑1 Closing Date. As of March 31, 2019, the total outstanding amount of the 2019‑1 Facility was $12.8 million.

The 2019‑1 Facility is governed by a loan and security agreement, dated as of the 2019‑1 Closing Date, between the 2019‑1 Lender and the 2019‑1 Debtor. The 2019‑1 Facility bears interest at a rate per annum equal to LIBOR (subject to a floor) plus an applicable margin, which applicable margin is initially 9.75%. In addition, the 2019‑1 Debtor is required to pay certain customary upfront closing fees to the 2019‑1 Lender. Interest payments on the 2019‑1 Facility will be made monthly. Subject to certain exceptions, the 2019‑1 Debtor is not permitted to prepay the delayed draw term note prior to two years after the 2019‑1 Closing Date. Following such date, the 2019‑1 Debtor is permitted to voluntarily prepay the 2019‑1 Facility without penalty. The revolving note may be paid in whole or in part at any time after the delayed draw term note has been fully drawn.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

All amounts due under the 2019 ‑1 Facility are secured by all of the 2019 ‑1 Debtor’s assets, which include the eligible Securitization Receivables transferred to the 2019 ‑1 Debtor, related rights under the eligible Securitization Receivables, a bank account and certain other related collateral. The Company has issued a limited indemnity to the 2019 ‑1 Lender for certain “bad acts,” and the Company has agreed for the ben efit of the 2019 ‑1 Lender to meet certain ongoing financial performance covenants.

The 2019‑1 Facility documents contain customary provisions for securitizations, including representations and warranties as to the eligibility of the eligible Securitization Receivables and other matters; indemnification for specified losses not including losses due to the inability of consumers to repay their loans; covenants regarding special purpose entity matters; and default and termination provisions which provide for the acceleration of the 2019‑1 Facility in circumstances including, but not limited to, failure to make payments when due, certain insolvency events, breaches of representations, warranties or covenants, failure to maintain the security interest in the eligible Securitization Receivables, defaults under other material indebtedness of the 2019‑1 Debtor and a default by the Company under its financial performance covenants.

2018‑A Notes

On October 31, 2018 (the “2018‑A Closing Date”), the Company issued $95,000,000 Class A Asset Backed Notes (the “Class A Notes”) and $30,400,000 Class B Asset Backed Notes (the “Class B Notes” and, collectively with the Class A Notes, the “2018‑A Notes”), through an indirect subsidiary. The Class A Notes bear interest at 4.20% and the Class B Notes bear interest at 7.37%. The 2018‑A Notes are backed by a pool of unsecured consumer installment loans (“Securitization Receivables”) and represent obligations of the issuer only. The 2018‑A Notes are not guaranteed by the Company. Under the 2018‑A Notes, Securitization Receivables are sold to a wholly-owned subsidiary of the Company and serviced by another subsidiary of the Company. As of March 31, 2019 and December 31, 2018, the total outstanding amount of the 2018‑A Notes was $80.0 million and $111.4 million, respectively.

The net proceeds of the offering of the 2018‑A Notes on the 2018‑A Closing Date were used to acquire the Securitization Receivables from the Company, fund a reserve account and pay fees and expenses incurred in connection with the transaction.

The 2018 ‑ A Notes were offered only to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act and to certain persons outside of the United States in compliance with Regulation S under the Securities Act. The 2018 ‑ A Notes have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

2018‑2 Facility

On October 23, 2018, the Company and several of its subsidiaries entered into a receivables funding agreement (the “2018 ‑ 2 Facility”) with Credit Suisse AG, New York Branch, as agent (the “2018 ‑ 2 Agent”). The 2018 ‑ 2 Facility collateralizes Securitization Receivables that have been and will be originated or acquired under the Company’s NetCredit brand by several of its subsidiaries and that meet specified eligibility criteria in exchange for a revolving note. Under the 2018 ‑ 2 Facility, Securitization Receivables are sold to a wholly-owned subsidiary of the Company (the “2018 ‑ 2 Debtor”) and serviced by another subsidiary of the Company.

The 2018 ‑ 2 Debtor has issued a revolving note with an initial maximum principal balance of $150.0 million, which is required to be secured by 1.25 times the drawn amount in eligible Securitization Receivables. The 2018 ‑ 2 Facility is non-recourse to the Company and matures on October 23, 2022. As of March 31, 2019 and December 31, 2018, the total outstanding amount of the 2018‑2 Facility was $50.0 million and $25.0 million, respectively .

The 2018 ‑ 2 Facility is governed by a loan and security agreement, dated as of October 23, 2018, between the 2018 ‑ 2 Agent, the 2018 ‑ 2 Debtor and certain other lenders and agent parties thereto. The 2018 ‑ 2 Facility bears interest at a rate per annum equal to one-month LIBOR (subject to a floor) plus an applicable margin, which rate per annum is 3.75%. In addition, the 2018 ‑ 2 Debtor paid certain customary upfront closing fees to the 2018 ‑ 2 Agent. Interest payments on the 2018 ‑ 2 Facility will be made monthly. The 2018 ‑ 2 Debtor shall be permitted to prepay the 2018 ‑ 2 Facility, subject to certain fees and conditions. Any remaining amounts outstanding will be payable no later than October 23, 2022, the final maturity date.

All amounts due under the 2018 ‑ 2 Facility are secured by all of the 2018 ‑ 2 Debtor’s assets, which include the Securitization Receivables transferred to the 2018 ‑ 2 Debtor, related rights under the Securitization Receivables, a bank account and certain other related collateral.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

that provide for the acceleration of the 2018 ‑ 2 Facility in circumstances including, but not limited to, failure to make payments when due, servicer defaults, certain insolvency events, breaches o f representations, warranties or covenants, failure to maintain the security interest in the Securitization Receivables and defaults under other material indebtedness of the 2018 ‑ 2 Debtor.

2018‑1 Facility

On July 23, 2018, the Company and several of its subsidiaries entered into a receivables funding agreement (the “2018‑1 Facility”) with Pacific Western Bank, as lender (the “2018‑1 Lender”). The 2018‑1 Facility collateralizes Securitization Receivables that have been and will be originated or acquired under the Company’s NetCredit brand by several of its subsidiaries and that meet specified eligibility criteria in exchange for a revolving note. Under the 2018‑1 Facility, Securitization Receivables are sold to a wholly-owned subsidiary of the Company (the “2018‑1 Debtor”) and serviced by another subsidiary of the Company.

The 2018‑1 Debtor has issued a revolving note with an initial maximum principal balance of $150.0 million, which is required to be secured by 1.25 times the drawn amount in eligible Securitization Receivables. The 2018‑1 Facility is non-recourse to the Company and matures on July 22, 2023. As of March 31, 2019 and December 31, 2018, the total outstanding amount of the 2018‑1 Facility was $36.0 million at both dates.

The 2018 ‑ 1 Facility is governed by a loan and security agreement, dated as of July 23, 2018, between the 2018 ‑ 1 Lender and the 2018 ‑ 1 Debtor. The 2018 ‑ 1 Facility bears interest at a rate per annum equal to LIBOR (subject to a floor) plus an applicable margin, which rate per annum is initially 4.00%. In addition, the 2018 ‑ 1 Debtor paid certain customary upfront closing fees to the 2018 ‑ 1 Lender. Interest payments on the 2018‑1 Facility will be made monthly. The 2018‑1 Debtor shall be permitted to prepay the 2018 ‑ 1 Facility, subject to certain fees and conditions. In the event of prepayment for the purposes of securitizations, no fees shall apply. Any remaining amounts outstanding will be payable no later than July 22, 2023, the final maturity date.

All amounts due under the 2018 ‑ 1 Facility are secured by all of the 2018 ‑ 1 Debtor’s assets, which include the Securitization Receivables transferred to the 2018 ‑ 1 Debtor, related rights under the Securitization Receivables, a bank account and certain other related collateral.

The 2018 ‑ 1 Facility documents contain customary provisions for securitizations, including: representations and warranties as to the eligibility of the Securitization Receivables and other matters; indemnification for specified losses not including losses due to the inability of consumers to repay their loans; covenants regarding special purpose entity matters; and default and termination provisions which provide for the acceleration of the 2018 ‑ 1 Facility in circumstances including, but not limited to, failure to make payments when due, servicer defaults, certain insolvency events, breaches of representations, warranties or covenants, failure to maintain the security interest in the receivables and defaults under other material indebtedness of the 2018 ‑ 1 Debtor.

2016‑1 Facility

On January 15, 2016, the Company and certain of its subsidiaries entered into a receivables securitization (as amended, the “2016 ‑ 1 Facility”) with certain purchasers, Jefferies Funding LLC, as administrative agent (the “2016 ‑ 1 Agent”) and Bankers Trust Company, as indenture trustee and securities intermediary (the “Indenture Trustee”). The 2016 ‑ 1 Facility securitized Securitization Receivables that were originated or acquired under the Company’s NetCredit brand and that met specified eligibility criteria. Under the 2016 ‑ 1 Facility, Securitization Receivables were sold to a wholly-owned special purpose subsidiary (the “2016 ‑ 1 Issuer”) and serviced by another subsidiary. The 2016 ‑ 1 Facility, as amended on October 20, 2017, provided for a maximum principal amount of $275 million, an initial term note with an initial principal amount of $181.1 million and the ability to subsequently issue term notes thereafter, variable funding notes with an aggregate committed availability of $75 million per quarter with an option to increase the commitment to $90 million and a revolving period of the facility ending in April 2019.

Subject to certain exceptions, the 2016 ‑ 1 Issuer was not permitted to prepay or redeem the 2016-1 Facility prior to April 15, 2019, but the 2016-1 Agent, the Indenture Trustee, and the holders of the notes agreed to permit an early repayment. On March 29, 2019, the 2016-1 Facility was repaid in full.

As of March 31, 2018 and December 31, 2018, the carrying amount of the 2016-1 Facility was $199.3 million and $54.9 million, respectively.

2016‑2 Facility

On December 1, 2016, the Company and certain of its subsidiaries entered into a receivables securitization (the “2016‑2 Facility”) with Redpoint Capital Asset Funding, LLC, as lender. The 2016‑2 Facility securitized Securitization Receivables that were originated or acquired under the Company’s NetCredit brand by several of the Company’s subsidiaries and that met specified eligibility criteria,

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

including that the annual percentage rate for eac h securitized consumer loan was greater than or equal to 90%. Under the 2016 ‑ 2 Facility, Securitization Receivables are sold to a wholly-owned subsidiary of the Company and serviced by another subsidiary of the Company. In October 2018, the 2016 ‑ 2 Facility was repaid in full and there is no remaining amount available to be borrowed. As of March 31, 2018 , the carrying amount of the 2016 ‑ 2 Facility was $15.1 million.

Revolving Credit Facility

On June 30, 2017, the Company and certain of its operating subsidiaries entered into a secured revolving credit agreement with a syndicate of banks including TBK Bank, SSB (“TBK”), as administrative agent and collateral agent, Jefferies Finance LLC and TBK as Joint Lead Arrangers and joint lead bookrunners, and Green Bank, N.A., as lender (as amended the “Credit Agreement”). On April 13, 2018 and October 5, 2018, the Credit Agreement was amended to include Pacific Western Bank and Axos Bank, respectively, as lenders in the syndicate of lenders.

The Credit Agreement is secured by domestic receivables and matures on May 1, 2020. The borrowing limit in the Credit Agreement is $125 million. There were no outstanding borrowings under the Credit Agreement as of March 31, 2019. The Company had outstanding borrowings under the Credit Agreement of $8.0 million and $22.0 million as of March 31, 2018 and December 31, 2018, respectively.

The Credit Agreement provides for a revolving credit line with interest on borrowings under the facility at prime rate plus 1.00%. In addition, the Credit Agreement provides for payment of a commitment fee calculated with respect to the unused portion of the line, and ranges from 0.30% per annum to 0.50% per annum depending on usage. A portion of the revolving credit facility, up to a maximum of $20 million, is available for the issuance of letters of credit. The Company had outstanding letters of credit under the Credit Agreement of $1.2 million, $8.0 million and $1.6 million as of March 31, 2019 and 2018 and December 31, 2018, respectively. The Credit Agreement provides for certain prepayment penalties if it is terminated on or before its first and second anniversary date, subject to certain exceptions.

The Credit Agreement contains certain limitations on the incurrence of additional indebtedness, investments, the attachment of liens to the Company’s property, the amount of dividends and other distributions, fundamental changes to the Company or its business and certain other activities of the Company. The Credit Agreement contains standard financial covenants for a facility of this type based on a leverage ratio and a fixed charge coverage ratio. The Credit Agreement also provides for customary affirmative covenants, including financial reporting requirements, and certain events of default, including payment defaults, covenant defaults and other customary defaults.

9.75% Senior Unsecured Notes Due 2021

On May 30, 2014, the Company issued and sold $500.0 million in aggregate principal amount of 9.75% Senior Notes due 2021. The 2021 Senior Notes bore interest at a rate of 9.75% annually on the principal amount payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2014. The 2021 Senior Notes were sold at a discount of the principal amount to yield 10.0% to maturity and would have matured on June 1, 2021.

During the year ended December 31, 2018 the Company repurchased the remaining $345.0 million of principal amount of the 2021 Senior Notes, which included $50.0 million principal amount of the 2021 Senior Notes for aggregate cash consideration of $53.7 million plus accrued interest during the three months ended March 31, 2018. During the three months ended March 31, 2018 the Company recorded a loss on extinguishment of debt of approximately $4.7 million ($3.7 million net of tax), which is included in “Loss on early extinguishment of debt” in the consolidated statements of income.

5.	Income Taxes

The Company’s effective tax rate for the three months ended March 31, 2019, increased to 22.5% from 20.8% for the three months ended March 31, 2018. The increase was attributable to higher nondeductible executive compensation and state taxes.

As of March 31, 2019, the balance of unrecognized tax benefits was $ 41.3 million ($40.7 million net of the federal benefit of state matters), which is included in “accounts payable and accrued expenses” on the consolidated balance sheet , of which $14.1 million if recognized, would favorably affect the effective tax rate in the period of recognition. The Company had $0.1 million of unrecognized tax benefits as of March 31, 2018. The Company believes it is reasonably possible that, within the next twelve months, unrecognized domestic tax benefits could change by a significant amount. The principal uncertainties are related to the timing of recognition of income and losses related to the Company’s loan portfolio. The Company anticipates a Joint Committee on Taxation review of certain

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

tax returns that were filed during 2018 in conjunction with the refunds claimed on those returns. Duri ng the quarter ended March 31, 2019, the Company received an expected refund from the Internal Revenue Service of $45.7 million. Depending upon the outcome of the review and any related agreements or settlements with the relevant taxing authorities, the am ount of the uncertainty, including amounts that would be recognized as a component of the effective tax rate, could change significantly. While the total amount of uncertainty to be resolved is not clear, it is reasonably possible that the uncertainties pe rtaining to this matter will be resolved in the next twelve months.

The Company’s U.S. tax returns are subject to examination by federal and state taxing authorities. The statute of limitations related to the Company’s consolidated Federal income tax returns is closed for all tax years up to and including 2013. The years open to examination by state, local and foreign government authorities vary by jurisdiction, but the statute of limitation is generally three years from the date the tax return is filed. For jurisdictions that have generated net operating losses, carryovers may be subject to the statute of limitations applicable for the year those carryovers are utilized. In these cases, the period for which the losses may be adjusted will extend to conform with the statute of limitations for the year in which the losses are utilized. In most circumstances, this is expected to increase the length of time that the applicable taxing authority may examine the carryovers by one year or longer, in limited cases.

6.	Accumulated Other Comprehensive Loss

The following table sets forth the components of accumulated other comprehensive loss, net of tax for the three months ended March 31, 2019 and 2018 (in thousands):

	Foreign
	currency
	translation
	gain (loss)			Total
Balance at December 31, 2017	$	(7,086	)	$	(7,086	)
Other comprehensive income, before reclassifications and tax		3,644			3,644
Tax impact		(820	)		(820	)
Australia and Canada liquidation ⁽¹⁾		2,343			2,343
Tax impact		(781	)		(781	)
Reclassification of certain deferred tax effects ⁽²⁾		(1,622	)		(1,622	)
Balance at March 31, 2018	$	(4,322	)	$	(4,322	)

Balance at December 31, 2018	$	(13,805	)	$	(13,805	)
Other comprehensive loss, before reclassifications and tax		2,054			2,054
Tax impact		(500	)		(500	)
Balance at March 31, 2019	$	(12,251	)	$	(12,251	)

(1)

Amount reclassified from accumulated other comprehensive loss represents the realization of foreign currency translation losses on the Company’s Australia and Canada businesses for the three months ended March 31, 2018. These amounts were recorded in “Foreign currency transaction loss” on the consolidated statements of income. See Note 1 for additional information.

(2)

Amount reclassified from accumulated other comprehensive loss represents stranded tax effects resulting from the newly enacted federal corporate income tax rate under the Tax Cuts and Jobs Act. The amount of the reclassification is the difference between the historical corporate income tax rate and the newly enacted 21 percent corporate income tax rate. These amounts were recorded to retained earnings on the consolidated balance sheets.

7.	Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by giving effect to the potential dilution that could occur if securities or other contracts to issue common shares were exercised and converted into common shares during the period. Restricted stock units issued under the Company’s stock-based employee compensation plans are included in diluted shares upon the granting of the awards even though the vesting of shares will occur over time.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table sets forth the reconciliation of numerators and denominators of basic and diluted earnings per share compu tations for the three months ended March 31, 2019 and 2018 (in thousands, except per share amounts):

	Three Months Ended
	March 31,
	2019		2018
Numerator:
Net income	$	35,017	$	27,898
Denominator:
Total weighted average basic shares		33,481		33,669
Shares applicable to stock-based compensation		940		903
Total weighted average diluted shares		34,421		34,572
Earnings per share:
Net income per share – basic	$	1.05	$	0.83
Net income per share – diluted	$	1.02	$	0.81

For the three months ended March 31, 2019, 720,429 shares of common stock underlying stock options and 6,187 shares of common stock underlying restricted stock units were excluded from the calculation of diluted net income per share because their effect would have been antidilutive. For the three months ended March 31, 2018 , 1,191,744 shares of common stock underlying stock options and 296,058 shares of common stock underlying restricted stock units were excluded from the calculation of diluted net income per share because their effect would have been antidilutive.

8.	Operating Segment Information

The Company provides online financial services to non-prime credit consumers and small businesses in the United States, United Kingdom, and Brazil and has one reportable segment, which is composed of the Company’s domestic and international operations and corporate services. The Company has aggregated all components of its business into a single operating segment based on the similarities of the economic characteristics, the nature of the products and services, the nature of the production and distribution methods, the shared technology platforms, the type of customer and the nature of the regulatory environment.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following tables present information on the Company’s domestic, international operations and corporate services as of and for the three months ended March 31, 2019 and 2018 (dollars in thousands):

	Three Months Ended
	March 31,
	2019			2018
Revenue
Domestic	$	257,988		$	212,966
International		35,195			41,332
Total revenue	$	293,183		$	254,298

Income (loss) from operations
Domestic	$	105,106		$	87,759
International		(7,156	)		1,718
Corporate services		(30,831	)		(27,765	)
Total income from operations	$	67,119		$	61,712

Depreciation and amortization
Domestic	$	2,208		$	1,858
International		398			372
Corporate services		1,578			1,608
Total depreciation and amortization	$	4,184		$	3,838

Expenditures for property and equipment
Domestic	$	2,385		$	1,990
International		912			1,068
Corporate services		1,587			291
Total expenditures for property and equipment	$	4,884		$	3,349

	March 31,
	2019		2018
Property and equipment, net
Domestic	$	20,538	$	27,787
International		10,070		8,093
Corporate services		19,914		11,818
Total property and equipment, net	$	50,522	$	47,698

Assets
Domestic	$	1,098,687	$	960,386
International		133,278		137,422
Corporate services		106,454		60,392
Total assets	$	1,338,419	$	1,158,200

Geographic Information

The following table presents the Company’s revenue by geographic region for the three months ended March 31, 2019 and 2018 (dollars in thousands):

	Three Months Ended
	March 31,
	2019		2018
Revenue
United States	$	257,988	$	212,966
United Kingdom		28,745		34,989
Other international countries		6,450		6,343
Total revenue	$	293,183	$	254,298

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The Company’s long-lived assets, which consist of the Company’s property and equipment, were $50.5 million and $47.7 million at March 31, 2019 and 2018, respectively. The operations for the Company’s domestic and international businesses are primarily located within the United States, and the value of any long-lived assets located outside of the United States is immaterial.

9.	Commitments and Contingencies

Litigation

On April 23, 2018, the Commonwealth of Virginia, through Attorney General Mark R. Herring, filed a lawsuit in the Circuit Court for the County of Fairfax, Virginia against NC Financial Solutions of Utah, LLC (“NC Utah”), a subsidiary of the Company. The lawsuit alleges violations of the Virginia Consumer Protection Act (“VCPA”) relating to NC Utah’s communications with customers, collections of certain payments, its loan agreements, and the rates it charged to Virginia borrowers. The plaintiff is seeking to enjoin NC Utah from continuing its current lending practices in Virginia, restitution, civil penalties, and costs and expenses in connection with the same. Neither the likelihood of an unfavorable decision nor the ultimate liability, if any, with respect to this matter can be determined at this time, and the Company is currently unable to estimate a range of reasonably possible losses, as defined by ASC 450-20-20, Contingencies–Loss Contingencies–Glossary, for this litigation. The Company carefully considered applicable Virginia law before NC Utah began lending in Virginia and, as a result, believes that the Plaintiff’s claims in the complaint are without merit and intends to vigorously defend this lawsuit.

The Company is also involved in certain routine legal proceedings, claims and litigation matters encountered in the ordinary course of its business. Certain of these matters may be covered to an extent by insurance or by indemnification agreements with third parties. The Company has recorded accruals in its consolidated financial statements for those matters in which it is probable that it has incurred a loss and the amount of the loss, or range of loss, can be reasonably estimated. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

10 .	Derivative Instruments

The Company periodically uses derivative instruments to manage risk from changes in market conditions that may affect the Company’s financial performance. The Company has primarily used derivative instruments to manage its primary market risks, which are interest rate risk and foreign currency exchange rate risk.

The Company has periodically used forward currency exchange contracts to minimize the effects of foreign currency risk in the United Kingdom and Brazil. The forward currency exchange contracts are non-designated derivatives. Any gain or loss resulting from these contracts is recorded as income or loss and is included in “Foreign currency transaction loss” in the Company’s consolidated statements of income. As of March 31, 2019, the Company did not manage its exposure to risk from foreign currency exchange rate fluctuations through the use of forward currency exchange contracts in the United Kingdom or Brazil.

The Company had no outstanding derivative instruments as of March 31, 2019 and 2018 and December 31, 2018.

The following table presents information on the effect of derivative instruments on the consolidated results of operations and accumulated other comprehensive income (“AOCI”) for the three months ended March 31, 2019 and 2018 (dollars in thousands):

	Gains (Losses)								Gains (Losses)
	Recognized in				Gains (Losses)				Reclassified From
	Income				Recognized in AOCI				AOCI into Income
	Three Months Ended				Three Months Ended				Three Months Ended
	March 31,				March 31,				March 31,
	2019		2018		2019		2018		2019		2018
Non-designated derivatives:
Forward currency exchange contracts ⁽¹⁾	$	—	$	243	$	—	$	—	$	—	$	—
Total	$	—	$	243	$	—	$	—	$	—	$	—

(1)	The gains (losses) on these derivatives substantially offset the (losses) gains on the economically hedged portion of the foreign intercompany balances.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

11.	Related Party Transactions

The Company has an agreement for direct mail production and fulfillment services with a marketing services company where David Fisher, the Company’s Chief Executive Officer and Chairman of the Board, also serves as a member of the marketing services company’s board of directors. During the three months ended March 31, 2019 and 2018, the Company incurred $2.6 million and $2.8 million, respectively, in expenses related to these services. As of March 31, 2019 and 2018, the Company owed the agency $2.4 million and $0.7 million, respectively, related to services provided.

The Company believes that the transaction described above has been provided on terms no less favorable to the Company than could have been negotiated with non-affiliated third parties.

12.	Variable Interest Entities

As part of the Company’s overall funding strategy and as part of its efforts to support its liquidity from sources other than its traditional capital market sources, the Company has established a securitization program through several securitization facilities. The Company transferred certain consumer loan receivables to VIEs which issue notes backed by the underlying consumer loan receivables and are serviced by another wholly owned subsidiary of the Company. The cash flows from the loans held by the VIEs are used to repay obligations under the notes.

The Company is required to evaluate the VIEs for consolidation. The Company has the ability to direct the activities of the VIEs that most significantly impact the economic performance of the entities as the servicer of the securitized loan receivables. Additionally, the Company has the right to receive residual payments, which expose it to potentially significant losses and returns. Accordingly, the Company determined it is the primary beneficiary of the VIEs and is required to consolidate them. The assets and liabilities related to the VIEs are included in the Company’s consolidated financial statements and are accounted for as secured borrowings.

13.	Fair Value Measurements

Recurring Fair Value Measurements

In accordance with ASC 820, Fair Value Measurements and Disclosures, certain of the Company’s assets and liabilities, which are carried at fair value, are classified in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

During the three months ended March 31, 2019 and 2018, there were no transfers of assets or liabilities in or out of Level 1, Level 2 or Level 3 fair value measurements. It is the Company’s policy to value any transfers between levels of the fair value hierarchy based on end of period fair values.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2019 and 2018 and December 31, 2018 are as follows (dollars in thousands):

	March 31,		Fair Value Measurements Using
	2019		Level 1		Level 2		Level 3
Financial assets:
Non-qualified savings plan assets ⁽¹⁾	$	2,683	$	2,683	$	—	$	—
Total	$	2,683	$	2,683	$	—	$	—

	March 31,		Fair Value Measurements Using
	2018		Level 1		Level 2		Level 3
Financial assets:
Non-qualified savings plan assets ⁽¹⁾	$	2,079	$	2,079	$	—	$	—
Total	$	2,079	$	2,079	$	—	$	—

	December 31,		Fair Value Measurements Using
	2018		Level 1		Level 2		Level 3
Financial assets:
Non-qualified savings plan assets ⁽¹⁾		2,052		2,052		—		—
Total	$	2,052	$	2,052	$	—	$	—

(1)	The non-qualified savings plan assets are included in “Other receivables and prepaid expenses” in the Company’s consolidated balance sheets and have an offsetting liability of equal amount, which is included in “Accounts payable and accrued expenses” in the Company’s consolidated balance sheets.

Fair Value Measurements on a Non-Recurring Basis

The Company measures non-financial assets and liabilities such as property and equipment and intangible assets at fair value on a non-recurring basis or when events or circumstances indicate that the carrying amount of the assets may be impaired. At March 31, 2019 and 2018 and December 31, 2018 , there were no assets or liabilities recorded at fair value on a non-recurring basis.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Financial Assets and Liabilities Not Measured at Fair Value

The Company’s financial assets and liabilities as of March 31, 2019 and 2018 and December 31, 2018 that are not measured at fair value in the consolidated balance sheets are as follows (dollars in thousands):

	Balance at
	March 31,		Fair Value Measurements Using
	2019		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	92,829	$	92,829	$	—	$	—
Short-term loans and line of credit accounts, net ⁽¹⁾		211,347		—		—		211,347
Installment loans and RPAs, net ⁽¹⁾⁽³⁾		604,509		—		—		636,932
Restricted cash ⁽⁴⁾		25,391		25,391		—		—
Investment in unconsolidated investee ⁽²⁾		6,703		—		—		6,703
Total	$	940,779	$	118,220	$	—	$	854,982
Financial liabilities:
Liability for estimated losses on consumer loans guaranteed by the Company	$	1,264	$	—	$	—	$	1,264
Securitization notes		181,000		—		181,365		—
8.50% senior notes due 2024		250,000		—		235,915		—
8.50% senior notes due 2025		375,000		—		350,593		—
Total	$	807,264	$	—	$	767,873	$	1,264

	Balance at
	March 31,		Fair Value Measurements Using
	2018		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	69,900	$	69,900	$	—	$	—
Short-term loans and line of credit accounts, net ⁽¹⁾		180,525		—		—		180,525
Installment loans and RPAs, net ⁽¹⁾⁽³⁾		522,551		—		—		551,001
Restricted cash ⁽⁴⁾		34,765		34,765		—		—
Investment in unconsolidated investee ⁽²⁾		6,703		—		—		6,703
Total	$	814,444	$	104,665	$	—	$	738,229
Financial liabilities:
Liability for estimated losses on consumer loans guaranteed by the Company	$	1,410	$	—	$	—	$	1,410
Promissory note		3,000		—		—		3,327
Revolving line of credit		8,000		—		—		8,000
Securitization notes		217,125		—		220,066		—
9.75% senior notes due 2021		293,044		—		306,260		—
8.50% senior notes due 2024		250,000		—		261,250		—
Total	$	772,579	$	—	$	787,576	$	12,737

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

	Balance at
	December 31,		Fair Value Measurements Using
	2018		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	52,917	$	52,917	$	—	$	—
Short-term loans and line of credit accounts, net ⁽¹⁾		222,860		—		—		222,860
Installment loans and RPAs, net ⁽¹⁾⁽³⁾		637,086		—		—		670,888
Restricted cash ⁽⁴⁾		24,342		24,342		—		—
Investment in unconsolidated investee ⁽²⁾		6,703		—		—		6,703
Total	$	943,908	$	77,259	$	—	$	900,451
Financial liabilities:
Liability for estimated losses on consumer loans guaranteed by the Company	$	2,166	$	—	$	—	$	2,166
Revolving line of credit		22,000		—		—		22,000
Securitization notes		227,288		—		225,474		—
8.50% senior notes due 2024		250,000		—		212,500		—
8.50% senior notes due 2025		375,000		—		306,563		—
Total	$	876,454	$	—	$	744,537	$	24,166

(1)	Short-term loans, line of credit accounts, installment loans and RPAs are included in “Loans and finance receivables, net” in the consolidated balance sheets.

(2)	Investment in unconsolidated investee is included in “Other assets” in the consolidated balance sheets.

(3)	Installment loan and RPAs, net include $280.7 million, $278.3 million and $319.0 million in net assets of consolidated VIEs as of March 31, 2019 and 2018 and December 31, 2018, respectively.

(4)	Restricted cash includes $23.2 million, $26.7 million and $22.2 million in assets of consolidated VIEs as of March 31, 2019 and 2018 and December 31, 2018, respectively.

Cash and cash equivalents and restricted cash bear interest at market rates and have maturities of less than 90 days. The carrying amount of restricted cash and cash equivalents approximates fair value.

Short-term loans, line of credit accounts, installment loans and RPAs are carried in the consolidated balance sheet net of the allowance for estimated losses, which is calculated by applying historical loss rates combined with recent default trends to the gross receivable balance. Short-term loans and line of credit accounts have relatively short maturity periods that are generally 12 months or less. The unobservable inputs used to calculate the fair value of these receivables include historical loss rates, recent default trends and estimated remaining loan term; therefore, the carrying value approximates the fair value. The fair value of installment loans and RPAs is estimated using discounted cash flow analyses, which consider interest rates on loans and discounts offered for receivables with similar terms to customers with similar credit quality, the timing of expected payments, estimated customer default rates and/or valuations of comparable portfolios. Unsecured installment loans typically have terms between two and 60 months. RPAs typically have estimated delivery terms between six and 18 months.

The Company measures the fair value of its investment in unconsolidated investee using Level 3 inputs. Because the unconsolidated investee is a private company and financial information is limited, the Company estimates the fair value based on the best available information at the measurement date.

In connection with its CSO programs, the Company guarantees consumer loan payment obligations to unrelated third-party lenders for short-term and installment loans the Company arranges for consumers on the third-party lenders’ behalf and is required to purchase any defaulted loans it has guaranteed. The Company measures the fair value of its liability for third-party lender-owned consumer loans under Level 3 inputs. The fair value of these liabilities is calculated by applying historical loss rates combined with recent default trends to the gross consumer loan balance. The unobservable inputs used to calculate the fair value of these loans include historical loss rates, recent default trends and estimated remaining loan terms; therefore, the carrying value of these liabilities approximates the fair value.

The Company measures the fair value of its revolving line of credit using Level 3 inputs. The Company considered the fair value of its other long-term debt and the timing of expected payment(s).

The fair values of the Company’s Securitization Notes and senior notes are estimated based on quoted prices in markets that are not active, which are deemed Level 2 inputs.

ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The fair value of the Promisso ry Note was estimated using a discounted cash flow analysis, which is deemed Level 3.

14.	Subsequent Events

Subsequent events have been reviewed through the date these financial statements were available to be issued.

I TEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of financial condition, results of operations, liquidity and capital resources and certain factors that may affect future results, including economic and industry-wide factors, of Enova International, Inc. and its subsidiaries should be read in conjunction with our consolidated financial statements and accompanying notes included under Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2018. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties, and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please see “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

BUSINESS OVERVIEW

We are a leading technology and analytics company focused on providing online financial services. In 2018, we extended approximately $2.5 billion in credit or financing to borrowers. As of March 31, 2019, we offered or arranged loans or draws on lines of credit to consumers in 32 states in the United States and in the United Kingdom and Brazil. We also offered financing to small businesses in all 50 states and Washington D.C. in the United States. We use our proprietary technology, analytics and customer service capabilities to quickly evaluate, underwrite and fund loans or provide financing, allowing us to offer consumers and small businesses credit or financing when and how they want it. Our customers include the large and growing number of consumers who and small businesses which have bank accounts but use alternative financial services because of their limited access to more traditional credit from banks, credit card companies and other lenders. We were an early entrant into online lending, launching our online business in 2004, and through March 31, 2019, we have completed over 48.5 million customer transactions and collected more than 26 terabytes of currently accessible customer behavior data since launch, allowing us to better analyze and underwrite our specific customer base. We have significantly diversified our business over the past several years having expanded the markets we serve and the financing products we offer. These financing products include short-term loans, line of credit accounts, installment loans and receivables purchase agreements (“RPAs”).

We believe our customers highly value our products and services as an important component of their personal or business finances because our products are convenient, quick and often less expensive than other available alternatives. We attribute the success of our business to our advanced and innovative technology systems, the proprietary analytical models we use to predict the performance of loans and finance receivables, our sophisticated customer acquisition programs, our dedication to customer service and our talented employees.

We have developed proprietary underwriting systems based on data we have collected over our 15 years of experience. These systems employ advanced risk analytics to decide whether to approve financing transactions, to structure the amount and terms of the financings we offer pursuant to jurisdiction-specific regulations and to provide customers with their funds quickly and efficiently. Our systems closely monitor collection and portfolio performance data that we use to continually refine the analytical models and statistical measures used in making our credit, purchase, marketing and collection decisions.

Our flexible and scalable technology platform allows us to process and complete customers’ transactions quickly and efficiently. In 2018, we processed approximately 4.3 million transactions, and we continue to grow our loans and finance receivable portfolios and increase the number of customers we serve through desktop, tablet and mobile platforms. Our highly customizable technology platform allows us to efficiently develop and deploy new products to adapt to evolving regulatory requirements and consumer preference, and to enter new markets quickly. In 2012, we launched a new product in the United States designed to serve near-prime customers. In April 2014, we launched On Stride Financial, an installment loan product, in the United Kingdom. In June 2014, we launched our business in Brazil, where we arrange financing for borrowers through a third-party lender. In addition, in July 2014, we introduced a new line of credit product in the United States to serve the needs of small businesses. In June 2015, we further expanded our product offering by acquiring certain assets of a company that provides financing to small businesses by offering RPAs. In May 2017, we expanded products available to small businesses by offering installment loans. These new products are intended to allow us to further diversify our product offerings, customer base and geographic scope. In the three-month period ended March 31, 2019, we derived 88.0% of our total revenue from the United States and 12.0% of our total revenue internationally, with 81.7% of international revenue (representing 9.8% of our total revenue) generated in the United Kingdom.

We have been able to consistently acquire new customers and successfully generate repeat business from returning customers when they need financing. We believe our customers are loyal to us because they are satisfied with our products and services. We acquire new customers from a variety of sources, including visits to our own websites, mobile sites or applications, and through direct marketing, affiliate marketing, lead providers and relationships with other lenders. We believe that the online convenience of our products and our 24/7 availability to accept applications with quick approval decisions are important to our customers.

Once a potential customer submits an application, we quickly provide a credit or purchase decision. If a loan or financing is ap proved, we or our lending partners typically fund the loan or financing the next business day or, in some cases, the same day. During the entire process, from application through payment, we provide access to our well-trained customer service team. All of our operations, from customer acquisition through collections, are structured to build customer satisfaction and loyalty, in the event that a customer has a need for our products in the future. We have developed a series of sophisticated proprietary scorin g models to support our various products. We believe that these models are an integral component of our operations and they allow us to complete a high volume of customer transactions while actively managing risk and the related quality of our loan and fin ance receivable portfolios. We believe our successful application of these technology innovations differentiates our capabilities relative to competitive platforms as evidenced by our history of strong growth and stable portfolio quality.

PRODUCTS AND SERVICES

Our online financing products and services provide customers with a deposit of funds into their bank account in exchange for a commitment to repay the amount deposited plus fees, interest and/or revenue on the receivables purchased. We originate, arrange, guarantee or purchase short-term consumer loans, line of credit accounts, installment loans and RPAs. We have one reportable segment that includes all of our online financial services.

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Short-term consumer loans. Short-term consumer loans are unsecured loans written by us or by a third-party lender through our credit services organization and credit access business programs, which we refer to as our CSO programs, that we arrange and guarantee. As of March 31, 2019, we offered or arranged short-term consumer loans in 17 states in the United States and in the United Kingdom. Short-term consumer loans generally have terms of seven to 90 days, with proceeds promptly deposited in the customer’s bank account in exchange for a pre-authorized debit from their account. Due to the credit risk and high transaction costs of serving our customer segment, the interest and/or fees we charge are generally considered to be higher than the interest or fees charged to consumers with superior credit histories by banks and similar lenders who are typically unwilling to make unsecured loans to alternative credit consumers. Our short-term consumer loans contributed approximately 15.8% of our total revenue for the three months ended March 31, 2019 and 21.0% for the three months ended March 31, 2018.

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Line of credit accounts . As of March 31, 2019, we offered new consumer line of credit accounts in eight states (and continue to service existing line of credit accounts in one additional state) in the United States and business line of credit accounts in 36 states in the United States, which allow customers to draw on their unsecured line of credit in increments of their choosing up to their credit limit. Customers may pay off their account balance in full at any time or make required minimum payments in accordance with the terms of their line of credit account. As long as the customer’s account is in good standing and has credit available, customers may continue to borrow on their line of credit. Our line of credit accounts contributed approximately 35.6% of our total revenue for the three months ended March 31, 2019 and 30.8% for the three months ended March 31, 2018.

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Installment loans . Installment loans are longer-term loans that require the outstanding principal balance to be paid down in multiple installments. We offer, or arrange through our CSO programs, multi-payment unsecured consumer installment loan products in 17 states in the United States and small business installment loans in 18 states. We also offer multi-payment unsecured consumer installment loan products in the United Kingdom and Brazil. Terms for our installment loan products range between two and 60 months. These loans generally have higher principal amounts than short-term loans. Loans may be repaid early at any time with no additional prepayment charges. Installment loans that we originated and purchased contributed approximately 47.3% of our total revenue for the three months ended March 31, 2019 and 46.8% for the three months ended March 31, 2018.

We have been investing and will continue to invest in the growth of our near-prime installment lending portfolio.

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Receivables purchase agreements . Under RPAs, small businesses receive funds in exchange for a portion of the business’s future receivables at an agreed upon discount. In contrast, lending is a commitment to repay principal and interest. A small business customer who enters into a RPA commits to delivering a percentage of its receivables through ACH or wire debits or by splitting credit card receipts until all purchased receivables are delivered. We offer RPAs in all 50 states and in Washington D.C. in the United States. Revenue earned from RPAs contributed 1.2% of our total revenue for the three months ended March 31, 2019 and 1.2% for the three months ended March 31, 2018.

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CSO Programs . Through our CSO programs, we provide services related to third-party lenders’ short-term and installment consumer loan products by acting as a credit services organization or credit access business on behalf of consumers in accordance with applicable state laws. Services offered under our CSO programs include credit-related services such as arranging loans with independent third-party lenders and assisting in the preparation of loan applications and loan documents (“CSO loans”). Under our CSO programs, we guarantee consumer loan payment obligations to the third party lender in the event the customer defaults on the loan. When a consumer executes an agreement with us under our CSO programs, we agree, for a fee payable to us by the consumer, to provide certain services, one of which is to guarantee the consumer’s obligation to repay the loan received by the consumer from the third-party lender if the consumer fails to do so. For CSO loans, each lender is responsible for providing the criteria by which the consumer’s application is underwritten and, if approved, determining the amount of the consumer loan. We in turn are responsible for assessing whether or not we will guarantee such loan. The

gua rantee represents an obligation to purchase specific short-term loans, which generally have terms of less than 90 days, and specific installment loans, which have terms of four to 12 months, if they go into default.

As of March 31, 2019 and 2018, the outstanding amount of active short-term consumer loans originated by third-party lenders under the CSO programs was $18.3 million and $21.4 million, respectively, which were guaranteed by us.

As of March 31, 2019 and 2018, the outstanding amount of active installment loans originated by third-party lenders under the CSO programs was $4.0 million and $5.2 million, respectively, which were guaranteed by us.

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Bank program . In March 2016, we launched a program with a state-chartered bank where we provided technology, loan servicing and marketing services to the bank. Our bank partner offered unsecured consumer installment loans with an annual percentage rate (“APR”) at or below 36%. We also had the ability to purchase loans originated through this program. In May 2018, as a result of a change in the law in Ohio, our bank partner suspended lending and we suspended purchasing loans through this program. We plan to continue and grow this program in the future by adding new partners and expanding into additional states. Revenue generated from this program for the three months ended March 31, 2019 and 2018 was 1.1% and 2.1% of our total revenue, respectively.

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Decision Management Platform-as-a-Service (“dmPaaS”) and Analytics-as-a-Service (“AaaS”). Launched under our Enova Decisions brand in 2016, we help businesses make better decisions faster by providing our decision management platform and analytics expertise as a service. Our solutions are designed to automate or augment customer decisions including, but not limited to, credit risk, fraud risk, identity verification, customer profitability, payments, and collection. Services offered under our dmPaaS include machine learning model deployment, business rules management, data source connectivity, decision flow authoring, decision simulation, experiments, and real-time decision flow execution via API. Through our AaaS offerings, we provide tailored predictive/prescriptive analytic model development, explainable machine learning, and mathematical optimization. Industries served include financial services, communications, telecommunications, healthcare, and higher education in North America and Asia. Although still less than 1% of total revenue, we plan to continue to grow this program through increasing the size of our sales team, adding new partners, and continued enhancement of our technology.

OUR MARKETS

We currently provide our services in the following countries:

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United States. We began our online business in the United States in May 2004. As of March 31, 2019, we provided services in all 50 states and Washington D.C. We market our financing products under the names CashNetUSA at www.cashnetusa.com, NetCredit at www.netcredit.com, Headway Capital at www.headwaycapital.com and The Business Backer at www.businessbacker.com.

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United Kingdom. We provide services in the United Kingdom under the names QuickQuid at www.quickquid.co.uk and On Stride Financial at www.onstride.co.uk. We began our QuickQuid short-term consumer loan business in July 2007, our Pounds to Pocket installment loan business in September 2010, and our On Stride installment loan business in April 2014. In February 2019, we ceased writing new business under the Pounds to Pocket business, at which point all new installment business will be written under the On Stride brand.

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Brazil. In June 2014, we launched our business in Brazil under the name Simplic at www.simplic.com.br, where we arrange installment loans for a third-party lender. We plan to continue to invest in and expand our financial services program in Brazil .

Our internet websites and the information contained therein or connected thereto are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q.

RECENT REGULATORY DEVELOPMENTS

On August 14, 2018, Brazil adopted the General Data Privacy Law (Lei Geral de Proteção de Dados Pessoais or “LGPD”). The key provisions of LGPD are quite similar to the European Union’s General Data Protection Regulation (“GDPR”) in that it grants certain rights to data subjects, imposes obligations on companies with regard to the processing of data, and allows authorities to impose substantial fines on companies that violate the law. LGPD was originally anticipated to go into effect on February 15, 2020; however, several amendments to LGPD have been proposed, one of which could delay the effective date of the legislation to August 2020. Compliance with LGPD may increase the cost of conducting business in Brazil, and we could see regulatory compliance costs and enforcement activity once the law goes into effect.

RESULTS OF OPERATIONS

HIGHLIGHTS

Our financial results for the three-month period ended March 31, 2019, or the current quarter, are summarized below.

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Consolidated total revenue increased $38.9 million, or 15.3%, to $293.2 million in the current quarter compared to $254.3 million for the three months ended March 31, 2018, or the prior year quarter. Domestic revenue increased $45.0 million, or 21.1%, to $258.0 million in the current quarter from $213.0 million for the prior year quarter and international revenue decreased $6.1 million, or 14.8%, to $35.2 million from $41.3 million.

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Consolidated gross profit increased $8.4 million, or 5.8%, to $154.1 million in the current quarter compared to $145.7 million in the prior year quarter.

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Consolidated income from operations increased $5.4 million, or 8.8%, to $67.1 million in the current quarter, compared to $61.7 million in the prior year quarter.

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Consolidated net income was $35.0 million in the current quarter compared to $27.9 million in the prior year quarter. Consolidated diluted income per share was $1.02 in the current quarter compared to $0.81 in the prior year quarter.

OVERVIEW

The following tables reflect our results of operations for the periods indicated, both in dollars and as a percentage of total revenue (dollars in thousands, except per share data):

	Three Months Ended March 31,
	2019			2018
Revenue
Loans and finance receivables revenue	$	292,870		$	253,792
Other		313			506
Total Revenue		293,183			254,298
Cost of Revenue		139,045			108,553
Gross Profit		154,138			145,745
Expenses
Marketing		23,662			27,736
Operations and technology		29,600			25,538
General and administrative		29,573			26,921
Depreciation and amortization		4,184			3,838
Total Expenses		87,019			84,033
Income from Operations		67,119			61,712
Interest expense, net		(19,500	)		(19,673	)
Foreign currency transaction loss		(143	)		(2,088	)
Loss on early extinguishment of debt		(2,321	)		(4,710	)
Income before Income Taxes		45,155			35,241
Provision for income taxes		10,138			7,343
Net Income	$	35,017		$	27,898
Diluted net income per share	$	1.02		$	0.81

Revenue
Loans and finance receivables revenue		99.9	%		99.8	%
Other		0.1			0.2
Total Revenue		100.0			100.0
Cost of Revenue		47.4			42.7
Gross Profit		52.6			57.3
Expenses
Marketing		8.1			10.9
Operations and technology		10.1			10.0
General and administrative		10.1			10.6
Depreciation and amortization		1.4			1.5
Total Expenses		29.7			33.0
Income from Operations		22.9			24.3
Interest expense, net		(6.7	)		(7.7	)
Foreign currency transaction loss		—			(0.8	)
Loss on early extinguishment of debt		(0.8	)		(1.9	)
Income before Income Taxes		15.4			13.9
Provision for income taxes		3.5			2.9
Net Income		11.9	%		11.0	%

NON-GAAP FINANCIAL MEASURES

In addition to the financial information prepared in conformity with generally accepted accounting principles (“GAAP”), we provide historical non-GAAP financial information. We believe that presentation of non-GAAP financial information is meaningful and useful in understanding the activities and business metrics of our operations. We believe that these non-GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business.

We provide non-GAAP financial information for informational purposes and to enhance understanding of our GAAP consolidated financial statements. Readers should consider the information in addition to, but not instead of or superior to, our consolidated financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.

Adjusted Earnings Measures

In addition to reporting financial results in accordance with GAAP, we have provided adjusted earnings and adjusted earnings per share, or, collectively, the Adjusted Earnings Measures, which are non-GAAP measures. We believe that the presentation of these measures provides investors with greater transparency and facilitates comparison of operating results across a broad spectrum of companies with varying capital structures, compensation strategies, derivative instruments and amortization methods, which provides a more complete understanding of our financial performance, competitive position and prospects for the future. We also believe that investors regularly rely on non-GAAP financial measures, such as the Adjusted Earnings Measures, to assess operating performance and that such measures may highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP. In addition, we believe that the adjustments shown below are useful to investors in order to allow them to compare our financial results during the periods shown without the effect of each of these expense items.

The following table provides reconciliations between net income and diluted earnings per share calculated in accordance with GAAP to the Adjusted Earnings Measures, which are shown net of tax (in thousands, except per share data):

	Three Months Ended
	March 31,
	2019			2018
Net Income	$	35,017		$	27,898
Adjustments:
Lease termination and cease-use costs		726			—
Loss on early extinguishment of debt		2,321			4,710
Intangible asset amortization		268			267
Stock-based compensation expense		3,074			2,433
Foreign currency transaction loss		143			2,088
Cumulative tax effect of adjustments		(1,519	)		(1,979	)
Discrete tax adjustments		(141	)		—
Adjusted earnings	$	39,889		$	35,417

Diluted earnings per share	$	1.02		$	0.81
Adjustments:
Lease termination and cease-use costs		0.02			—
Loss on early extinguishment of debt		0.07			0.13
Intangible asset amortization		0.01			0.01
Stock-based compensation expense		0.09			0.07
Foreign currency transaction loss		—			0.06
Cumulative tax effect of adjustments		(0.05	)		(0.06	)
Discrete tax adjustments		—			—
Adjusted earnings per share	$	1.16		$	1.02

Adjusted EBITDA

The table below shows Adjusted EBITDA, which is a non-GAAP measure that we define as earnings excluding depreciation, amortization, interest, foreign currency transaction gains or losses, taxes, and stock-based compensation expense. We believe Adjusted EBITDA is used by investors to analyze operating performance and evaluate our ability to incur and service debt and our capacity for making capital expenditures. Adjusted EBITDA is also useful to investors to help assess our estimated enterprise value. In addition, we believe that the adjustments for loss on early extinguishment of debt and lease termination and cease-use costs shown below are useful to investors in order to allow them to compare our financial results during the periods shown without the effect of the expense items. The computation of Adjusted EBITDA, as presented below, may differ from the computation of similarly-titled measures provided by other companies (in thousands):

	Three Months Ended
	March 31,
	2019			2018
Net Income	$	35,017		$	27,898
Depreciation and amortization expenses		4,184			3,838
Interest expense, net		19,500			19,673
Foreign currency transaction loss		143			2,088
Provision for income taxes		10,138			7,343
Stock-based compensation expense		3,074			2,433
Adjustment:
Lease termination and cease-use costs		370			—
Loss on early extinguishment of debt		2,321			4,710
Adjusted EBITDA	$	74,747		$	67,983

Adjusted EBITDA margin calculated as follows:
Total Revenue	$	293,183		$	254,298
Adjusted EBITDA		74,747			67,983
Adjusted EBITDA as a percentage of total revenue		25.5	%		26.7	%

Constant Currency Basis

In addition to reporting financial results in accordance with GAAP, we have provided certain other non-GAAP financial information on a constant currency basis. We operate in the United Kingdom and Brazil. During the current quarter 12.0% of our revenue originated in currencies other than the U.S. Dollar, principally the British Pound Sterling. As a result, changes in our reported revenue and profits include the impacts of changes in foreign currency exchange rates. As additional information to the reader, we provide constant currency assessments in the following discussion and analysis to remove and/or quantify the impact of the fluctuation in foreign exchange rates and utilize constant currency results in our analysis of performance. Our constant currency assessment assumes foreign exchange rates in the current fiscal periods remained the same as in the prior fiscal year periods. All conversion rates below are based on the U.S. Dollar equivalent to one of the applicable foreign currencies:

	Three Months Ended
	March 31,
	2019		2018		% Change
British Pound		1.3028		1.3917		(6.4	)%
Brazilian Real		0.2654		0.3084		(13.9	)%

We believe that our non-GAAP constant currency assessments are a useful measure, as they indicate the actual growth and profitability of our operations.

Combined Loans and Finance Receivables Measures

In addition to reporting loans and finance receivables balance information in accordance with GAAP (see Note 2 in the Notes to Consolidated Financial Statements included in this report), we have provided metrics on a combined basis. The Combined Loans and Finance Receivables Measures are non-GAAP measures that include both loans and RPAs we own or have purchased and loans we guarantee, which are either GAAP items or disclosures required by GAAP. See “—Loan and Finance Receivable Balances,” “—Loans and Finance Receivables Loss Experience” and “—Loans and Finance Receivables Loss Experience by Product” below for reconciliations between Company owned and purchased loans and finance receivables, gross, allowance and liability for losses, cost of revenue and charge-offs (net of recoveries) calculated in accordance with GAAP to the Combined Loans and Finance Receivables Measures.

We believe these non-GAAP measures provide investors with important information needed to evaluate the magnitude of potential receivable losses and the opportunity for revenue performance of the loans a nd finance receivable portfolio on an aggregate basis. We also believe that the comparison of the aggregate amounts from period to period is more meaningful than comparing only the amounts reflected on our consolidated balance sheet since both revenue and cost of revenue are impacted by the aggregate amount of receivables we own and those we guarantee as reflected in our consolidated financial statements.

THREE MONTHS ENDED MARCH 31, 2019 COMPARED TO THREE MONTHS ENDED MARCH 31, 2018

Revenue and Gross Profit

Revenue increased $38.9 million, or 15.3%, to $293.2 million for the current quarter as compared to $254.3 million for the prior year quarter. On a constant currency basis, revenue increased by $41.9 million, or 16.5%, for the current quarter compared to the prior year quarter. Our domestic operations contributed an increase of $45.0 million, primarily resulting from a 33.4% increase in line of credit account revenue and a 16.3% increase in installment loan and RPA revenue in the current quarter compared to the prior year quarter driven by strong customer demand for these products. Our international operations decreased $6.1 million (a decrease of $3.1 million on a constant currency basis) , primarily resulting from a 42.8% decrease in short-term loan revenue partially offset by a 13.6% increase in installment loan and RPA revenue.

Our gross profit increased by $8.4 million to $154.1 million for the current quarter from $145.7 million for the prior year quarter. On a constant currency basis, gross profit increased by $9.2 million for the current quarter compared to the prior year quarter. Our consolidated gross profit as a percentage of revenue, or our gross profit margin, decreased to 52.6% for the current quarter, from 57.3% for the prior year quarter.

The following tables set forth the components of revenue and gross profit, separated by product and between domestic and international for the current quarter and the prior year quarter (in thousands):

	Three Months Ended March 31,
	2019			2018			$ Change			% Change
Revenue by product:
Short-term loans	$	46,325		$	53,375		$	(7,050	)		(13.2	)%
Line of credit accounts		104,483			78,309			26,174			33.4
Installment loans and RPAs		142,062			122,108			19,954			16.3
Total loans and finance receivables revenue		292,870			253,792			39,078			15.4
Other		313			506			(193	)		(38.1	)
Total revenue	$	293,183		$	254,298		$	38,885			15.3	%

Revenue by product (% to total):
Short-term loans		15.8	%		21.0	%
Line of credit accounts		35.6			30.8
Installment loans and RPAs		48.5			48.0
Total loans and finance receivables revenue		99.9			99.8
Other		0.1			0.2
Total revenue		100.0	%		100.0	%

	Three Months Ended March 31,
	2019			2018			$ Change			% Change
Domestic:
Revenue	$	257,988		$	212,966		$	45,022			21.1	%
Cost of revenue		113,871			88,113			25,758			29.2
Gross profit	$	144,117		$	124,853		$	19,264			15.4
Gross profit margin		55.9	%		58.6	%		(2.7	)%		(4.6	)%
International:
Revenue	$	35,195		$	41,332		$	(6,137	)		(14.8	)%
Cost of revenue		25,174			20,440			4,734			23.2
Gross profit	$	10,021		$	20,892		$	(10,871	)		(52.0	)
Gross profit margin		28.5	%		50.5	%		(22.0	)%		(43.6	)%
Total:
Revenue	$	293,183		$	254,298		$	38,885			15.3	%
Cost of revenue		139,045			108,553			30,492			28.1
Gross profit	$	154,138		$	145,745		$	8,393			5.8
Gross profit margin		52.6	%		57.3	%		(4.7	)%		(8.2	)%

Loan and Finance Receivable Balances

Our loan and finance receivable balance in our consolidated financial statements for March 31, 2019 and 2018 was $957.3 million and $817.4 million, respectively, before the allowance for losses of $141.4 million and $114.3 million, respectively. The combined loan and finance receivable balance includes $22.3 million and $26.6 million as of March 31, 2019 and 2018, respectively, of consumer loan balances that are guaranteed by us but not owned by us, which are not included in our consolidated financial statements for March 31, 2019 and 2018, respectively, before the liability for estimated losses of $1.3 million and $1.4 million provided in “Accounts payable and accrued expenses” in our consolidated financial statements for March 31, 2019 and 2018, respectively.

The ending portfolio balance of company owned loans and finance receivables, net of allowance for losses, increased $112.8 million, or 16.0%, to $815.9 million as of March 31, 2019 from $703.1 million as of March 31, 2018, and the outstanding combined portfolio balance of loans and finance receivables, net of allowance and liability for estimated losses, increased $108.6 million, or 14.9%, to $836.9 million as of March 31, 2019 from $728.3 million as of March 31, 2018, due primarily to increased demand for all of our installment products and, to a lesser extent, our line of credit products. The outstanding loan balance for our domestic near-prime product increased 20.6% in the current quarter compared to the prior year quarter resulting in a domestic near-prime portfolio balance that comprises 46.4% of our total loan and finance receivable portfolio balance while short-term loans comprised approximately 6.9% of our total loan and finance receivable portfolio balance in the current quarter, compared to 10.3% in the prior year quarter. We expect the loan balances for our domestic near-prime installment loan product will continue to comprise a larger percentage of the total loan and finance receivable portfolio, due to customer demand for these products and their longer loan term. Our portfolio of loans and finance receivables serving the needs of small businesses increased to 10.4% in the current quarter from 9.3% in the prior year quarter due to a 30.3% increase in the small business loan and finance receivables balance. See “—Non-GAAP Disclosure—Combined Loans and Finance Receivables” above for additional information related to combined loans and finance receivables.

The following tables summarize loan and finance receivable balances outstanding as of March 31, 2019 and 2018 (in thousands):

	As of March 31,
	2019									2018
				Guaranteed									Guaranteed
	Company			by the						Company			by the
	Owned ^(a)			Company ^(a)			Combined ^(b)			Owned ^(a)			Company ^(a)			Combined ^(b)
Ending loans and finance receivables balances:
Short-term loans	$	49,148		$	18,339		$	67,487		$	65,858		$	21,409		$	87,267
Line of credit accounts		218,979			—			218,979			160,923			—			160,923
Installment loans and RPAs		689,130			3,957			693,087			590,578			5,185			595,763
Total ending loans and finance receivables, gross		957,257			22,296			979,553			817,359			26,594			843,953
Less: Allowance and liabilities for losses ^(a)		(141,401	)		(1,264	)		(142,665	)		(114,283	)		(1,410	)		(115,693	)
Total ending loans and finance receivables, net	$	815,856		$	21,032		$	836,888		$	703,076		$	25,184		$	728,260
Allowance and liability for losses as a % of loans and finance receivables, gross		14.8	%		5.7	%		14.6	%		14.0	%		5.3	%		13.7	%

	As of March 31,
	2019						2018
			Guaranteed						Guaranteed
	Company		by the				Company		by the
	Owned ^(a)		Company ^(a)		Combined ^(b)		Owned ^(a)		Company ^(a)		Combined ^(b)
Ending loans and finance receivables:
Total domestic, gross	$	858,149	$	22,296	$	880,445	$	702,818	$	26,594	$	729,412
Total international, gross		99,108		—		99,108		114,541		—		114,541
Total ending loans and finance receivables, gross	$	957,257	$	22,296	$	979,553	$	817,359	$	26,594	$	843,953

(a)	GAAP measure. The loans and finance receivables balances guaranteed by us relate to loans originated by third-party lenders through the CSO programs and are not included in our consolidated financial statements.

(b)	Except for allowance and liability for estimated losses, amounts shown represent non-GAAP measures.

Average Amount Outstanding per Loan

The average amount outstanding per loan is calculated as the total combined loans, gross balance at the end of the period divided by the total number of combined loans outstanding at the end of the period. The following table shows the average amount outstanding per loan by product at March 31, 2019 and 2018:

	As of March 31,
	2019		2018
Average amount outstanding per loan (in ones) ^(a)
Short-term loans ^(b)	$	452	$	487
Line of credit accounts		1,644		1,366
Installment loans ^(b)(c)		2,070		2,037
Total loans ^(b)(c)	$	1,567	$	1,412

(a)	The disclosure regarding the average amount per loan and finance receivable is statistical data that is not included in our consolidated financial statements.

(b)	Includes loans guaranteed by us, which represent loans originated by third-party lenders through the CSO programs and are not included in our consolidated financial statements.

(c)	Excludes RPAs.

The average amount outstanding per loan increased to $1,567 from $1,412 during the current quarter compared to the prior year quarter, due primarily to a greater mix of installment loans and line of credit accounts, which have higher average amounts outstanding relative to short-term loans, in the current quarter compared to the prior year quarter.

Average Loan Origination

The average loan origination amount is calculated as the total amount of combined loans originated and renewed for the period divided by the total number of combined loans originated and renewed for the period. The following table shows the average loan origination amount by product for the current quarter compared to the prior year quarter:

	Three Months Ended
	March 31,
	2019		2018
Average loan origination amount (in ones) ^(a)
Short-term loans ^(b)	$	453	$	475
Line of credit accounts ^(c)		357		317
Installment loans ^(b)(d)		1,690		1,648
Total loans ^(b)(d)	$	557	$	569

(a)	The disclosure regarding the average loan origination amount is statistical data that is not included in our consolidated financial statements.

(b)	Includes loans guaranteed by us, which represent loans originated by third-party lenders through the CSO programs and are not included in our consolidated financial statements.

(c)	Represents the average amount of each incremental draw on line of credit accounts.

(d)	Excludes RPAs.

The average loan origination amount decreased slightly to $557 from $569 durin g the current quarter compared to the prior year quarter, due primarily to a greater mix of line of credit account draws, which have lower principal amounts than installment and short term loans.

Loans and Finance Receivables Loss Experience

The allowance and liability for estimated losses as a percentage of combined loans and RPAs increased to 14.6% as of March 31, 2019 from 13.7% as of March 31, 2018.

The cost of revenue in the current quarter was $139.1 million, which was composed of $140.0 million related to Company-owned loans and finance receivables offset by a $0.9 million decrease in the liability for estimated losses related to loans we guaranteed through the CSO programs. The cost of revenue in the prior year quarter was $108.6 million, which was composed of $109.4 million related to Company-owned loans and finance receivables offset by a $0.8 million decrease in the liability for estimated losses related to loans we guaranteed through the CSO programs. Total charge-offs, net of recoveries, were $162.3 million and $118.7 million in the current quarter and the prior year quarter, respectively.

The following tables show loan and finance receivable balances and fees receivable and the relationship of the allowance and liability for losses to the combined balances of loans and finance receivables for each of the last five quarters (in thousands):

	2018												2019
	First			Second			Third			Fourth			First
	Quarter			Quarter			Quarter			Quarter			Quarter
Loans and finance receivables:
Gross - Company owned	$	817,359		$	871,915		$	990,368		$	1,023,254		$	957,257
Gross - Guaranteed by the Company ^(a)		26,594			28,681			30,106			29,704			22,296
Combined loans and finance receivables, gross ^(b)		843,953			900,596			1,020,474			1,052,958			979,553
Allowance and liability for losses on loans and finance receivables		115,693			123,876			153,829			165,474			142,665
Combined loans and finance receivables, net ^(b)	$	728,260		$	776,720		$	866,645		$	887,484		$	836,888
Allowance and liability for losses as a % of loans and finance receivables, gross ^(b)		13.7	%		13.8	%		15.1	%		15.7	%		14.6	%

(a)	Represents loans originated by third-party lenders through the CSO programs, which are not included in our consolidated financial statements.

(b)	Non-GAAP measure.

Loans and Finance Receivables Loss Experience by Product

We evaluate loss rates for all financing products in our portfolio to determine credit quality and evaluate trends. For our products, we evaluate loans and finance receivables losses as a percentage of the average loan and finance receivable balance outstanding or the average combined loan and finance receivable balance outstanding, whichever is applicable, for each portfolio.

Short-term Loans

Demand for our short-term loan product in the United States has historically been highest in the third and fourth quarters of each year, corresponding to the holiday season, and lowest in the first quarter of each year, corresponding to our customers’ receipt of income tax refunds.

Our gross profit margin for short-term loans is typically highest in the first quarter of each year, corresponding to the seasonal decline in consumer loan balances outstanding. The cost of revenue as a percentage of the average combined loan balance for short-term loans outstanding is typically lower in the first quarter and generally peaks in the second half of the year with higher loan demand.

The following table includes information related only to short-term loans and shows our loss experience trends for short-term loans for each of the last five quarters (in thousands):

	2018												2019
	First			Second			Third			Fourth			First
	Quarter			Quarter			Quarter			Quarter			Quarter
Short-term loans:
Cost of revenue	$	20,323		$	20,386		$	26,174		$	25,386		$	17,090
Charge-offs (net of recoveries)		22,213			19,626			21,835			26,822			24,101
Average short-term combined loan balance, gross:
Company owned ^(a)		71,442			66,171			73,476			72,952			59,848
Guaranteed by the Company ^(a)(b)		26,383			23,638			25,913			25,286			22,628
Average short-term combined loan balance, gross ^(a)(c)	$	97,825		$	89,809		$	99,389		$	98,238		$	82,476
Ending short-term combined loan balance, gross:
Company owned	$	65,858		$	67,255		$	78,508		$	67,725		$	49,148
Guaranteed by the Company ^(b)		21,409			24,764			25,533			25,388			18,339
Ending short-term combined loan balance, gross ^(c)	$	87,267		$	92,019		$	104,041		$	93,113		$	67,487
Ending allowance and liability for losses	$	20,397		$	20,744		$	24,981		$	23,384		$	16,524

Short-term loan ratios:
Cost of revenue as a % of average short-term combined loan balance, gross ^(a)(c)		20.8	%		22.7	%		26.3	%		25.8	%		20.7	%
Charge-offs (net of recoveries) as a % of average short-term combined loan balance, gross ^(a)(c)		22.7	%		21.9	%		22.0	%		27.3	%		29.2	%
Gross profit margin		61.9	%		59.5	%		54.8	%		56.0	%		63.1	%
Allowance and liability for losses as a % of combined loan balance, gross ^(c)(d)		23.4	%		22.5	%		24.0	%		25.1	%		24.5	%

(a)	The average short-term combined loan balance is the average of the month-end balances during the period.

(b)	Represents loans originated by third-party lenders through the CSO programs, which are not included in our consolidated financial statements.

(c)	Non-GAAP measure.

(d)	Allowance and liability for losses as a % of combined loan balance, gross, is determined using period-end balances.

Line of Credit Accounts

The cost of revenue as a percentage of average loan balance for line of credit accounts exhibits a similar quarterly seasonal trend to short-term loan loss rates as the ratio is typically lower in the first quarter and increases throughout the remainder of the year, peaking in the second half of the year with higher loan demand. The gross profit margin is generally lower for line of credit accounts during a growth stage as compared to short-term loans because the highest levels of default are exhibited in the early stages of the account, while revenue is recognized over the term of the account.

The following table includes information related only to line of credit accounts and shows our loss experience trends for line of credit accounts for each of the last five quarters (in thousands):

	2018												2019
	First			Second			Third			Fourth			First
	Quarter			Quarter			Quarter			Quarter			Quarter
Line of credit accounts:
Cost of revenue	$	25,383		$	31,211		$	46,749		$	59,632		$	37,739
Charge-offs (net of recoveries)		29,411			27,281			36,321			50,102			47,385
Average loan balance ^(a)		168,118			168,881			200,710			221,721			224,416
Ending loan balance		160,923			181,134			216,624			227,563			218,979
Ending allowance for losses balance	$	27,120		$	31,050		$	41,478		$	51,008		$	41,362

Line of credit account ratios :
Cost of revenue as a % of average loan balance ^(a)		15.1	%		18.5	%		23.3	%		26.9	%		16.8	%
Charge-offs (net of recoveries) as a % of average loan balance ^(a)		17.5	%		16.2	%		18.1	%		22.6	%		21.1	%
Gross profit margin		67.6	%		60.8	%		52.6	%		44.2	%		63.9	%
Allowance for losses as a % of loan balance ^(b)		16.9	%		17.1	%		19.1	%		22.4	%		18.9	%

(a)	The average loan balance for line of credit accounts is the average of the month-end balances during the period.

(b)	Allowance for losses as a % of loan balance is determined using period-end balances.

Installment Loans and RPAs

The cost of revenue as a percentage of average loan and finance receivable balance for installment loans and RPAs is typically more consistent throughout the year as compared to short-term loans and line of credit accounts. Due to the scheduled monthly or bi-weekly payments and delivery of receivables that are inherent with installment loans and RPAs, we do not experience the higher level of repayments in the first quarter for these products as we experience with short-term loans and, to a lesser extent, line of credit accounts.

The gross profit margin is generally lower for the installment loan product than for other loan products, primarily because the highest levels of default are exhibited in the early stages of the loan, while revenue is recognized over the term of the loan. In addition, installment loans and RPAs typically have higher average origination amounts. Another factor contributing to the lower gross profit margin is that the product yield for installment loans and RPAs is typically lower than the yield for the other financing products we offer. As a result, particularly in periods of higher growth for the installment loan and RPA portfolios, which has been the case in recent years, the gross profit margin is typically lower for this product than for our short-term loan and line of credit products. Our average installment combined loan and RPA portfolio balance outstanding at March 31, 2019 increased 20.3% in the current quarter compared to the prior year quarter.

The following table includes information related only to our installment loans and RPAs and shows our loss experience trends for installment loans and RPAs for each of the last five quarters (in thousands):

	2018												2019
	First			Second			Third			Fourth			First
	Quarter			Quarter			Quarter			Quarter			Quarter
Installment loans and RPAs:
Cost of revenue	$	62,847		$	69,897		$	90,840		$	92,172		$	84,216
Charge-offs (net of recoveries)		67,081			64,878			75,261			88,429			90,764
Average installment and RPA combined loan and finance receivable balance, gross:
Company owned ^(a)		591,739			605,025			663,387			713,821			714,398
Guaranteed by the Company ^(a)(b)		5,760			4,500			4,325			4,279			4,227
Average installment and RPA combined loan and finance receivable balance, gross ^(a)(c)	$	597,499		$	609,525		$	667,712		$	718,100		$	718,625
Ending installment and RPA combined loan and finance receivable balance, gross:
Company owned	$	590,578		$	623,526		$	695,236		$	727,966		$	689,130
Guaranteed by the Company ^(b)		5,185			3,917			4,573			4,316			3,957
Ending installment and RPA combined loan and finance receivable balance, gross ^(c)	$	595,763		$	627,443		$	699,809		$	732,282		$	693,087
Ending allowance and liability for losses	$	68,176		$	72,082		$	87,370		$	91,082		$	84,779

Installment and RPA loan ratios:
Cost of revenue as a % of average installment and RPA combined loan and finance receivable balance, gross ^(a)(c)		10.5	%		11.5	%		13.6	%		12.8	%		11.7	%
Charge-offs (net of recoveries) as a % of average installment and RPA combined loan and finance receivable balance, gross ^(a)(c)		11.2	%		10.6	%		11.3	%		12.3	%		12.6	%
Gross profit margin		48.5	%		43.2	%		33.7	%		37.6	%		40.7	%
Allowance and liability for losses as a % of combined loan and finance receivable balance, gross ^(c)(d)		11.4	%		11.5	%		12.5	%		12.4	%		12.2	%

(a)	The average installment and RPA combined loan and finance receivable balance is the average of the month-end balances during the period.

(b)	Represents loans originated by third-party lenders through the CSO programs, which are not included in our consolidated financial statements.

(c)	Non-GAAP measure.

(d)	Allowance and liability for losses as a % of combined loan and finance receivable balance, gross, is determined using period-end balances.

Total Expenses

Total expenses increased $3.0 million, or 3.6%, to $87.0 million in the current quarter, compared to $84.0 million in the prior year quarter. On a constant currency basis, total expenses increased $4.2 million, or 4.9%, in the current quarter as compared to the prior year quarter.

Marketing expense decreased to $23.6 million in the current quarter compared to $27.8 million in the prior year quarter. The decrease was due primarily to lower volume from lead providers primarily from our international business and lower direct mail costs related to our domestic products.

Operations and technology expense increased to $29.6 million in the current quarter compared to $25.5 million in the prior year quarter, due primarily to higher call center headcount to support our growth, higher underwriting costs primarily related to growth in loan balances and higher selling expense, which includes ongoing expenses associated with complaints in the United Kingdom.

General and administrative expense increased $2.7 million, or 9.9%, to $29.6 million in the current quarter compared to $26.9 million in the prior year quarter, due primarily to higher corporate services personnel costs primarily driven by an increase in headcount in the current quarter compared to the prior year quarter.

Depreciation and amortization expense increased $0.4 mill ion, or 9.0% in the current quarter compared the prior year quarter, primarily due to an impairment charge for leasehold improvement assets related to our decision to cease use and sublease a portion of a leased office space.

Interest Expense, Net

Interest expense, net decreased $0.2 million, or 0.9%, to $19.5 million in the current quarter compared to $19.7 million in the prior year quarter. The decrease was due primarily to a decrease in the weighted average interest rate on our outstanding debt to 9.03% during the current quarter from 9.79% during the prior year quarter, partially offset by an increase in the average amount of debt outstanding, which increased $108.3 million to $876.9 million during the current quarter from $768.6 million during the prior year quarter.

Provision for Income Taxes

Provision for income taxes increased $2.8 million, or 38.1%, to $10.1 million in the current quarter compared to $7.3 million in the prior year quarter. The increase was due primarily to a 28.1% increase in income before income taxes coupled with an increase in our effective tax rate to 22.5% in the current quarter from 20.8% in the prior year quarter.

As of March 31, 2019, the balance of unrecognized tax benefits was $41.3 million ($40.7 million net of the federal benefit of state matters) , all of which, if recognized, would favorably affect the effective tax rate in any future periods. We had $0.1 million of unrecognized tax benefits as of March 31, 2018. We believe it is reasonably possible that, within the next twelve months, unrecognized domestic tax benefits could change by a significant amount. The principal uncertainties are related to the timing of recognition of income and losses related to our loan portfolio. We anticipate a Joint Committee on Taxation review of certain tax returns that were filed during 2018 in conjunction with the refunds claimed on those returns. Depending upon the outcome of the review and any related agreements or settlements with the relevant taxing authorities, the amount of the uncertainty, including amounts that would be recognized as a component of the effective tax rate, could change significantly. While the total amount of uncertainty to be resolved is not clear, it is reasonably possible that the uncertainties pertaining to this matter will be resolved in the next twelve months.

Net Income

Net income increased $7.1 million, or 25.5%, to $35.0 million during the current quarter compared to $27.9 million during the prior year quarter. The increase was due primarily to profitable growth in the business, increased operating leverage through expense management and lower losses on early extinguishment of debt.

LIQUIDITY AND CAPITAL RESOURCES

Capital Funding Strategy

Historically, we have generated significant cash flow through normal operating activities for funding both long-term and short-term needs. Our near-term liquidity is managed to ensure that adequate resources are available to fund our seasonal working capital growth, which is driven by demand for our loan and financing products, and to meet the continued growth in the demand for our near-prime installment products. On May 30, 2014, we issued and sold $500.0 million of 9.75% senior notes due 2021 (the “2021 Senior Notes”). On September 1, 2017, we issued and sold $250.0 million in aggregate principal amount of 8.50% Senior Notes due 2024 (the “2024 Senior Notes”) and used the net proceeds, in part, to retire $155.0 million in 2021 Senior Notes. On January 21, 2018 we redeemed an additional $50.0 million in principal amount of the outstanding 2021 Senior Notes. On September 19, 2018 we issued and sold $375.0 million in aggregate principal amount of 8.50% Senior Notes due 2025 (the “2025 Senior Notes”) and used the net proceeds, in part, to retire the remaining $295.0 million in principal amount of the outstanding 2021 Senior Notes.

On June 30, 2017, we entered into a secured revolving credit agreement (as amended the “Credit Agreement”). On April 13, 2018 and October 5, 2018, we and certain of our operating subsidiaries entered into amendments to our Credit Agreement, as further described below. As of April 29, 2019, our available borrowings under the Credit Agreement were $27.8 million. Since 2016, we have entered into several consumer loan securitization facilities and offered asset-backed notes to fund our growth, primarily in our near-prime consumer installment loan business, as further described below under “Consumer Loan Securitization.” As of April 29, 2019, the outstanding balance under our securitization facilities was $174.4 million. We expect that our operating needs, including satisfying our obligations under our debt agreements and funding our working capital growth, will be satisfied by a combination of cash flows from operations, borrowings under the Credit Agreement, or any refinancing, replacement thereof or increase in borrowings thereunder, and securitization or sale of loans and finance receivables under our consumer loan securitization facilities.

As of March 31, 2019, we were in compliance with all financial ratios, covenants and other requirements set forth in our debt agreements. Unexpected changes in our financial condition or other unforeseen factors may result in our inability to obtain third-party

financing or could increase our borrow ing costs in the future. To the extent we experience short-term or long-term funding disruptions, we have the ability to adjust our volume of lending and financing to consumers and small businesses that would reduce cash outflow requirements while increasi ng cash inflows through repayments. Additional alternatives may include the securitization or sale of assets, increased borrowings under the Credit Agreement, or any refinancing or replacement thereof, and reductions in capital spending which could be expe cted to generate additional liquidity.

8.50% Senior Unsecured Notes Due 2025

On September 19, 2018, we issued and sold the 2025 Senior Notes. The 2025 Senior Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States pursuant to Regulation S under the Securities Act. The 2025 Senior Notes bear interest at a rate of 8.50% annually on the principal amount payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2019. The 2025 Senior Notes were sold at a price of 100%. The 2025 Senior Notes will mature on September 15, 2025. The 2025 Senior Notes are unsecured debt obligations of ours, and are unconditionally guaranteed by certain of our domestic subsidiaries.

The 2025 Senior Notes are redeemable at our option, in whole or in part, (i) at any time prior to September 15, 2021 at 100% of the aggregate principal amount of 2025 Senior Notes redeemed plus the applicable “make whole” premium specified in the indenture that governs our 2025 Senior Notes (the “2025 Senior Notes Indenture”), plus accrued and unpaid interest, if any, to the redemption date and (ii) at any time on or after September 15, 2021 at the premium, if any, specified in the 2025 Senior Notes Indenture that will decrease over time, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to September 15, 2021, at our option, we may redeem up to 40% of the aggregate principal amount of the 2025 Senior Notes at a redemption price of 108.5% of the aggregate principal amount of 2025 Senior Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with the proceeds of certain equity offerings as described in the 2025 Senior Notes Indenture.

We used a portion of the net proceeds of the 2025 Senior Notes offering to retire the remaining outstanding 2021 Senior Notes balance of $295.0 million, to pay the related accrued interest, premiums, fees and expenses associated therewith. The remaining amount was used for general corporate purposes.

8.50% Senior Unsecured Notes Due 2024

On September 1, 2017, we issued and sold the 2024 Senior Notes. The 2024 Senior Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The 2024 Senior Notes bear interest at a rate of 8.50% annually on the principal amount payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2018. The 2024 Senior Notes were sold at a price of 100%. The 2024 Senior Notes will mature on September 1, 2024. The 2024 Senior Notes are unsecured debt obligations of ours, and are unconditionally guaranteed by certain of our domestic subsidiaries.

The 2024 Senior Notes are redeemable at our option, in whole or in part, (i) at any time prior to September 1, 2020 at 100% of the aggregate principal amount of 2024 Senior Notes redeemed plus the applicable “make whole” premium specified in the indenture that governs our 2024 Senior Notes (the “2024 Senior Notes Indenture”), plus accrued and unpaid interest, if any, to the redemption date and (ii) at any time on or after September 1, 2020 at the premium, if any, specified in the 2024 Senior Notes Indenture that will decrease over time, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to September 1, 2020, at our option, we may redeem up to 40% of the aggregate principal amount of the 2024 Senior Notes at a redemption price of 108.5% of the aggregate principal amount of 2024 Senior Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with the proceeds of certain equity offerings as described in the 2024 Senior Notes Indenture.

We used the net proceeds of the 2024 Senior Notes offering to retire a portion of our outstanding 2021 Senior Notes, to pay the related accrued interest, premiums, fees and expenses associated therewith and for general corporate purposes .

Consumer Loan Securitization

We securitize consumer loan receivables originated by certain of our subsidiaries, which are sold to bankruptcy remote special purpose subsidiaries. Each of these securitizations provides that (i) the lenders to a securitization subsidiaries have no recourse to seek repayment or recovery from our operating entities for credit losses on the receivables; (ii) except for certain limited indemnities, such lenders have recourse only to assets of the applicable securitization subsidiary to which they have lent; (iii) such lenders maintain a security interest in all assets of the applicable securitization subsidiary; (iv) cash flows from the assets transferred to such securitization subsidiaries represent the sole source of payment to such securitization subsidiaries. The collections on assets sold to securitization subsidiaries are not available to satisfy the debts or other obligations of the Company unless such amounts have been released from the lien of the lenders.

2019‑1 Facility

On February 25, 2019 (the “2019-1 Closing Date”), we and several of our subsidiaries entered into a receivables securitization (the “2019-1 Facility”) with PCAM Credit II, LLC, as lender (the “2019-1 Lender”). The 2019-1 Lender is an affiliate of Park Cities Asset Management, LLC. The 2019-1 Facility finances unsecured consumer installment loans (“ Securitization Receivables”) that have been and will be originated or acquired under our NetCredit and CashNetUSA brands by several of our subsidiaries and that meet specified eligibility criteria. Under the 2019-1 Facility, eligible Securitization Receivables are sold to a wholly-owned subsidiary of our (the “2019-1 Debtor”) and serviced by another subsidiary of us.

The 2019-1 Debtor has issued a delayed draw term note with an initial maximum principal balance of $30.0 million and a revolving note with an initial maximum principal balance of $20.0 million for an aggregate initial maximum principal balance of $50.0 million, which is required to be secured by eligible Securitization Receivables. The 2019-1 Facility has an accordion feature that, with the consent of the 2019-1 Lender, allows for the maximum principal balance of the delayed draw term note to increase to $50.0 million and the maximum principal balance of the revolving note to increase to $25.0 million, for an aggregate maximum principal balance of $75.0 million. The 2019-1 Facility is non-recourse to us and matures three years after the 2019-1 Closing Date.

The 2019-1 Facility is governed by a loan and security agreement, dated as of the 2019-1 Closing Date, between the 2019-1 Lender and the 2019-1 Debtor. The 2019-1 Facility bears interest at a rate per annum equal to LIBOR (subject to a floor) plus an applicable margin, which applicable margin is initially 9.75%. In addition, the 2019-1 Debtor is required to pay certain customary upfront closing fees to the 2019-1 Lender. Interest payments on the 2019-1 Facility will be made monthly. Subject to certain exceptions, the 2019-1 Debtor is not permitted to prepay the delayed draw term note prior to two years after the 2019-1 Closing Date. Following such date, the 2019-1 Debtor is permitted to voluntarily prepay the 2019-1 Facility without penalty. The revolving note may be paid in whole or in part at any time after the delayed draw term note has been fully drawn.

All amounts due under the 2019-1 Facility are secured by all of the 2019-1 Debtor’s assets, which include the eligible Securitization Receivables transferred to the 2019-1 Debtor, related rights under the eligible Securitization Receivables, a bank account and certain other related collateral. We have issued a limited indemnity to the 2019-1 Lender for certain “bad acts,” and we have agreed for the benefit of the 2019-1 Lender to meet certain ongoing financial performance covenants.

The 2019-1 Facility documents contain customary provisions for securitizations, including representations and warranties as to the eligibility of the eligible Securitization Receivables and other matters; indemnification for specified losses not including losses due to the inability of consumers to repay their loans; covenants regarding special purpose entity matters; and default and termination provisions which provide for the acceleration of the 2019-1 Facility in circumstances including, but not limited to, failure to make payments when due, certain insolvency events, breaches of representations, warranties or covenants, failure to maintain the security interest in the eligible Securitization Receivables, defaults under other material indebtedness of the 2019-1 Debtor and a default by us under our financial performance covenants.

2018‑2 Facility

On October 23, 2018, we and several of our subsidiaries entered into a receivables funding agreement (the “2018 ‑ 2 Facility”) with Credit Suisse AG, New York Branch, as agent (the “2018 ‑ 2 Agent”). The 2018 ‑ 2 Facility collateralizes Securitization Receivables that have been and will be originated or acquired under our NetCredit brand by several of our subsidiaries and that meet specified eligibility criteria in exchange for a revolving note. Under the 2018 ‑ 2 Facility, Securitization Receivables are sold to a wholly-owned subsidiary of ours (the “2018 ‑ 2 Debtor”) and serviced by another subsidiary of ours.

The 2018 ‑ 2 Facility is governed b y a loan and security agreement, dated as of October 23, 2018, between the 2018 ‑ 2 Agent, the 2018 ‑ 2 Debtor and certain other lenders and agent parties thereto. The 2018 ‑ 2 Facility bears interest at a rate per annum equal to one-month LIBOR (subject to a fl oor) plus an applicable margin, which rate per annum is 3.75%. In addition, the 2018 ‑ 2 Debtor paid certain customary upfront closing fees to the 2018 ‑ 2 Agent. Interest payments on the 2018 ‑ 2 Facility will be made monthly. The 2018 ‑ 2 Debtor shall be permitt ed to prepay the 2018 ‑ 2 Facility, subject to certain fees and conditions. Any remaining amounts outstanding will be payable no later than October 23, 2022, the final maturity date.

The 2018 ‑ 2 Facility documents contain customary provisions for securitizations, including: representations and warranties as to the eligibility of the Securitization Receivables and other matters; indemnification for specified losses not including losses due to the inability of consumers to repay their loans; covenants regarding special purpose entity matters; and default and termination provisions that provide for the acceleration of the 2018 ‑ 2 Facility in circumstances including, but not limited to, failure to make payments when due, servicer defaults, certain insolvency events, breaches of representations, warranties or covenants, failure to maintain the security interest in the Securitization Receivables and defaults under other material indebtedness of the 2018 ‑ 2 Debtor.

2018‑1 Facility

On July 23, 2018, we and several of our subsidiaries entered into a receivables funding agreement (the “2018‑1 Facility”) with Pacific Western Bank, as lender (the “2018‑1 Lender”). The 2018‑1 Facility collateralizes Securitization Receivables that have been and will be originated or acquired under our NetCredit brand by several of our subsidiaries and that meet specified eligibility criteria in exchange for a revolving note. Under the 2018‑1 Facility, Securitization Receivables are sold to a wholly-owned subsidiary of ours (the “2018‑1 Debtor”) and serviced by another subsidiary of ours.

The 2018‑1 Facility is governed by a loan and security agreement, dated as of July 23, 2018, between the 2018‑1 Lender and the 2018‑1 Debtor. The 2018‑1 Facility bears interest at a rate per annum equal to LIBOR (subject to a floor) plus an applicable margin, which rate per annum is initially 4.00%. In addition, the 2018‑1 Debtor paid certain customary upfront closing fees to the 2018‑1 Lender. Interest payments on the 2018‑1 Facility are made monthly. The 2018‑1 Debtor is permitted to prepay the 2018‑1 Facility, subject to certain fees and conditions. In the event of prepayment for the purposes of securitizations, no fees shall apply. Any remaining amounts outstanding will be payable no later than July 22, 2023, the final maturity date.

All amounts due under the 2018‑1 Facility are secured by all of the 2018‑1 Debtor’s assets, which include the Securitization Receivables transferred to the 2018‑1 Debtor, related rights under the Securitization Receivables, a bank account and certain other related collateral.

2016‑1 Facility

On January 15, 2016, we and certain of our subsidiaries entered into a receivables securitization (as amended, the “2016‑1 Securitization Facility”) with certain purchasers, Jefferies Funding LLC, as administrative agent (the “2016‑1 Agent”) and Bankers Trust Company, as indenture trustee and securities intermediary (the “Indenture Trustee”). The 2016‑1 Securitization Facility securitized Securitization Receivables that were originated or acquired under our NetCredit brand and that met specified eligibility criteria. Under the 2016‑1 Securitization Facility, Securitization Receivables were sold to a wholly-owned special purpose subsidiary of ours (the “2016‑1 Issuer”) and serviced by another subsidiary of ours. The 2016‑1 Securitization Facility, as amended on October 20, 2017, provided for a maximum principal amount of $275 million, an initial term note with an with an initial principal amount of $181.1 million and the ability to subsequently issue term notes thereafter, variable funding notes with an aggregate committed availability of $75 million per quarter with an option to increase the commitment to $90 million and a revolving period of the facility ending in April 2019.

On October 31, 2018, the 2016‑1 Issuer resold a substantial portion of the Securitization Receivables it owned to Enova International, Inc., and used the proceeds to redeem all of the outstanding 2017 Quarterly Term Notes and to repay all amounts owed on the 2017 Variable Funding Notes.

Subject to certain exceptions, the 2016 ‑ 1 Issuer was not permitted to prepay or redeem any of the 2016-1 Facility prior to April 15, 2019 , but the 2016-1 Agent, the Indenture Trustee, and the holders of the notes agreed to permit an early repayment. On March 29, 2019, the 2016-1 Facility was repaid in full .

2016‑2 Facility

On December 1, 2016, we and certain of our subsidiaries entered into a receivables securitization (the “2016‑2 Facility”) with Redpoint Capital Asset Funding, LLC, as lender (the “Lender”). The 2016‑2 Facility securitized Securitization Receivables that were originated or acquired under our NetCredit brand by several of our subsidiaries and that meet specified eligibility criteria, including that the annual percentage rate for each securitized consumer loan was greater than or equal to 90%. Under the 2016‑2 Facility, Securitization Receivables were sold to a wholly-owned subsidiary of ours and serviced by another subsidiary of ours. In October 2018, the 2016‑2 Facility was repaid in full and there is no remaining amount available to be borrowed.

Credit Agreement

On June 30, 2017, we and certain of our operating subsidiaries entered into a secured revolving credit agreement with a syndicate of banks including TBK Bank, SSB (“TBK”), as administrative agent and collateral agent, Jefferies Finance LLC and TBK as joint lead arrangers and joint lead bookrunners, and Green Bank, N.A., as lender. On April 13, 2018 and October 5, 2018, the Credit Agreement was amended to include Pacific Western Bank and Axos Bank, respectively, as lenders, in the syndicate of lenders.

The Credit Agreement is secured by domestic receivables. The borrowing limit in the Credit Agreement, as amended on October 5, 2018, is $125 million and its maturity date is May 1, 2020. We had no outstanding borrowings under the Credit Agreement as of March 31, 2019.

The Credit Agreement provides for a revolving credit line with interest on borrowings under the facility at prime rate plus 1.00%. In addition, the Credit Agreement provides for payment of a commitment fee calculated with respect to the unused portion of the line, and ranges from 0.30% to 0.50% per annum depending on usage. A portion of the revolving credit facility, up to a maximum of $20 million, is available for the issuance of letters of credit. We had outstanding letters of credit under the Credit Agreement of $1.2 million as of March 31, 2019. The Credit Agreement provides for certain prepayment penalties if it is terminated on or before its first and second anniversary date, subject to certain exceptions.

The Credit Agreement contains certain limitations on the incurrence of additional indebtedness, investments, the attachment of liens to our property, the amount of dividends and other distributions, fundamental changes to us or our business and certain other of our activities. The Credit Agreement contains standard financial covenants for a facility of this type based on a leverage ratio and a fixed charge coverage ratio. The Credit Agreement also provides for customary affirmative covenants, including financial reporting requirements, and certain events of default, including payment defaults, covenant defaults and other customary defaults.

Cash Flows

Our cash flows and other key indicators of liquidity are summarized as follows (dollars in thousands):

	Three Months Ended March 31,
	2019			2018
Cash flows provided by operating activities	$	221,080		$	153,002
Cash flows used in investing activities
Loans and finance receivables	$	(99,271	)	$	(108,081	)
Purchases of property and equipment		(4,884	)		(3,349	)
Other investing activities		—			24
Total cash flows used in investing activities	$	(104,155	)	$	(111,406	)
Cash flows used in financing activities	$	(77,913	)	$	(40,608	)

Cash Flows from Operating Activities

Net cash provided by operating activities increased $68.1 million, or 44.5%, to $221.1 million for the current three-month period from $153.0 million for t he prior year three-month period. The increase was driven primarily by overall growth in the business with interest and fees paid by customers outpacing operating cash outflows.

We believe cash flows from operations and available cash balances and borrowings under our consumer loan securitization facilities and Credit Agreement, which may include increased borrowings under our Credit Agreement, any refinancing or replacement thereof,

and additional securitization of consumer loans, will be sufficient to fund our future operating liquidity needs, including to fund our working capital growth.

Cash Flows from Investing Activities

Net cash used in investing activities decreased $7.3 million, or 6.5%, for the current three-month period compared to the prior year three-month period. This decrease was due primarily to an $8.8 million decrease in net cash invested in loans and finance receivables, reflecting a $7.0 million decrease in the amount of loans and finance receivables originated or acquired in addition to a $1.8 million increase in payments received from customers. Additionally, purchases of property and equipment increased $1.5 million for the current three-month period compared to the prior year three-month period.

Cash Flows from Financing Activities

Cash flows provided by financing activities for the current three-month period primarily reflect $46.3 million in net repayments under our securitization facilities, $22.0 million in net repayments under the Credit Agreement, and $8.2 million in treasury shares purchased. Cash flows provided by financing activities for the prior year three-month period primarily reflect $50.0 million in payments under our senior notes facilities and a $3.7 million penalty paid in connection with the early payment of our 2021 Senior Notes, partially offset by $8.0 million in net borrowings under our 2017 Credit Agreement and $5.7 million in net borrowings under our securitization facilities.

On September 15, 2017, we announced the Board of Directors had authorized a share repurchase program for the repurchase of up to $25.0 million of our common stock through December 31, 2019. The $25.0 million limit was reached in January 2019, with all share repurchases having been through open market transactions. On January 31, 2019, we announced the Board of Directors had authorized a share repurchase program for the repurchase of up to $50.0 million of our common stock through December 31, 2020. During the current three-month period , we paid $6.5 million to repurchase common stock under the share repurchase program.

OFF-BALANCE SHEET ARRANGEMENTS

In certain markets, we arrange for consumers to obtain consumer loan products from independent third-party lenders through our CSO programs. For consumer loan products originated by third-party lenders under the CSO programs, each lender is responsible for providing the criteria by which the customer’s application is underwritten and, if approved, determining the amount of the consumer loan. We are responsible for assessing whether or not we will guarantee such loan. When a customer executes an agreement with us under our CSO programs, we agree, for a fee payable to us by the customer, to provide certain services to the customer, one of which is to guarantee the customer’s obligation to repay the loan received by the customer from the third-party lender if the customer fails to do so. The guarantee represents an obligation to purchase specific loans if they go into default, which generally occurs after one payment is missed. As of March 31, 2019 and 2018, the outstanding amount of active consumer loans originated by third-party lenders under the CSO programs was $22.3 million and $26.6 million, respectively, which were guaranteed by us. The estimated fair value of the liability for estimated losses on consumer loans guaranteed by us of $1.3 million and $1.4 million, as of March 31, 2019 and 2018, respectively, is included in “Accounts payable and accrued expenses” in the consolidated balance sheets. Our CSO programs are further described under the caption “Products and Services” above.

CRITICAL ACCOUNTING ESTIMATES

T here have been no material changes to the information on critical accounting estimates described in our Annual Report on Form 10‑K for the year ended December 31, 2018 .

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

See Note 1 in the Notes to Consolidated Financial Statements included in this report for a discussion of recent accounting pronouncements.

I TEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from changes in foreign currency exchange rates. We do not engage in speculative or leveraged transactions, nor do we hold or issue financial instruments for trading purposes. There have been no material changes to our exposure to market risks since December 31, 2018.

I TEM 4.

CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the “Exchange Act”) as of March 31, 2019 (the “Evaluation Date”). Based

upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective and provid e reasonable assurance (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commiss ion rules and forms; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

There was no change in our internal control over financial reporting during the quarter ended March 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal controls will prevent or detect all possible misstatements due to error or fraud. Our disclosure controls and procedures and internal controls are, however, designed to provide reasonable assurance of achieving their objectives, and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.

P ART II. OTHER INFORMATION

I TEM 1.

LEGAL PROCEEDINGS

See the “Litigation” section of Note 9 of the notes to our consolidated financial statements (unaudited) of Part I, “Item 1 Financial Statements.”

I TEM 1A.

RISK FACTORS

There have been no material changes from the Risk Factors described in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 :

I TEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides the information with respect to purchases made by us of shares of our common stock.

Period	Total Number of Shares Purchased			Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan ^(b)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan ^(b) (in thousands)
January 1 – January 31, 2019		307,774		$	20.67		307,774	$	50,000
February 1 – February 28, 2019		69,094	^(a)		24.99		—		50,000
March 1 – March 31, 2019		7,100			21.97		7,100		49,844
Total		383,968		$	21.47		314,874	$	49,844

(a)	Shares withheld from employees as tax payments for shares issued under the Company’s stock-based compensation plans .

(b)

On September 15, 2017, the Company announced the Board of Directors had authorized a share repurchase program for the repurchase of up to $25.0 million of the Company’s common stock through December 31, 2019. The $25.0 million limit was reached in January 2019, with all share repurchases having been through open market transactions. On January 31, 2019, the Company announced the Board of Directors had authorized a share repurchase program for the repurchase of up to $50.0 million of the Company’s common stock through December 31, 2020 (the “January 2019 Authorization”). All share repurchases made under the January 2019 Authorization have been through open market transactions.

I TEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

I TEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

I TEM 5.

OTHER INFORMATION

None.

I TEM 6.

EXHIBITS

Exhibit No.		Exhibit Description


10.1		Loan and Security Agreement, dated February 25, 2019, by and between PCAM Credit II, LLC and EFR 2016‑2, LLC

10.2		Form of Enova International, Inc. Second Amended and Restated 2014 Long-Term Incentive Plan Award Agreement for Special Grant of Nonqualified Stock Option with a Limited Appreciation Right

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

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

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

S IGNATURES

Pursuant to the requirements 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.

Date: May 1, 2019	ENOVA INTERNATIONAL, INC.

	By:	/s/ Steven E. Cunningham
		Steven E. Cunningham
		Chief Financial Officer
		(On behalf of the Registrant and as Principal Financial Officer)

Exhibit 10.1

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this “ Agreement ”) dated as of FEBRUARY 25, 2019 (the “ Effective Date ”) sets forth the terms of the Credit Facility (as defined below) by and between (a) PCAM CREDIT II, LLC , a Delaware limited liability company (together with its successors and assigns, “ Lender ”), and (b) EFR 2016-2, LLC , a Delaware limited liability company (“ Debtor ”).

RECITALS

WHEREAS , Debtor has requested that Lender extend the Credit Facility to Debtor on the terms set forth in this Agreement; and

WHEREAS , Lender is willing to make the Credit Facility available to Debtor upon and subject to the provisions, terms and conditions set forth in the Loan Documents;

NOW THEREFORE , the parties hereto, intending to be legally bound, agree as follows:

1. Definitions .

As used in this Agreement, all exhibits, appendices and schedules hereto, and in any other Loan Documents made or delivered pursuant to this Agreement, the following terms will have the meanings given such terms in this Section 1 or in the provisions, sections or recitals herein:

“ Advance ” means any advance under the Credit Facility, which advance shall be part of the Loans.

“ Advance Date ” shall be any Business Day specified in the related Advance request and shall be the date on which Lender funds an Advance.

“ Advance Rate ” means, (a) if prior to an Amortization Event, EIGHTY PERCENT (80.00%) , and (b) from and after an Amortization Event, SEVENTY PERCENT (70.00%) .

“ Affiliate ” means, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified.

“ Amortization Event ” means the occurrence of any of the following events: (i) an Amortization Trigger Event, (ii) an event of default (after giving effect to any cure periods) with respect to the unsecured indenture covenants of Enova, which event of default has not been cured or waived to Lender’s satisfaction in its Permitted Discretion, (iii) the occurrence of an Event of Default, or (iv) a Regulatory Trigger Event.

“ Amortization Trigger Event ” means the occurrence of the date on which the number of days since an initial Trigger Event has been in effect exceeds THIRTY-ONE (31) Business Days.

“ Annual Percentage Rate ” shall mean, with respect to a Consumer Loan, the annual percentage rate stated in the Consumer Loan Note related to such Consumer Loan.

“ Applicable Bankruptcy Law ” has the meaning set forth in Section 10(e) of this Agreement.

“ Asset Servicer ” shall mean, at any time, each Person then appointed as such pursuant to Section 2.01 of the Servicing Agreement or by virtue of a Joinder Agreement, together with its successors and permitted assigns in such capacity.

“ Asset Servicer Default ” shall have the meaning set forth in Section 6.02 of the Servicing Agreement.

“ Asset Servicer Termination Date ” shall have the meaning set forth in Section 2.01(a) of the Servicing Agreement.

“ Asset Servicer Termination Notice Date ” shall have the meaning set forth in Section 6.04(b) of the Servicing Agreement.

“ Audit ” shall have the meaning set forth in Section 3.04(a) of the Servicing Agreement.

“ Backup Servicer ” means CARMEL SOLUTIONS LLC or such other Person as may be mutually agreed by Debtor and Lender from time to time.

“ Backup Servicing Agreement ” has the meaning set forth in Section 8(u) of this Agreement.

“ Bank Secrecy Act ” shall mean the Currency and Foreign Transactions Reporting Act of 1970, 84 Stat. 1114-2.

“ Blockage Event ” has the meaning set forth in Section 8(m) of this Agreement.

“ Business Day ” means any day other than a Saturday, Sunday or any other day on which the Federal Reserve Bank of Dallas, Texas or banking institutions in New York, New York or Indianapolis, Indiana are closed.

“ Cash Equivalents ” shall mean (a) securities issued, or directly and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided, that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than SIX (6) months from the date of acquisition, (b) U.S. dollar denominated time deposits, certificates of deposit and bankers’ acceptances of (i) any domestic commercial bank of recognized standing having capital and surplus in excess of FIVE HUNDRED MILLION DOLLARS $500,000,000 or (ii) any bank (or the parent company of such bank) whose short-term commercial paper rating from Standard & Poor’s Ratings Services (“ S&P ”) is at least A‑2 or the equivalent thereof or from Moody’s Investors Service, Inc. (“ Moody’s ”) is at least P‑2 or the equivalent thereof in each case with maturities of not more than SIX (6) months from the date of acquisition (any bank meeting the qualifications specified in clauses (b)(i) or (ii) an “ Approved Bank ”), (c) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a), above, entered into with any Approved Bank, (d) commercial paper issued by any Approved Bank or by the parent company of any Approved Bank and commercial paper issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating of at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s, or guaranteed by any industrial company with a long term unsecured debt rating of at least A or A2, or the equivalent of each thereof, from S&P or Moody’s, as the case may be, and in each case maturing within six months after the date of acquisition and (e) investments in money market funds substantially all of whose assets are comprised of securities of the type described in clauses (a) through (d) above.

“ Charged-Off Receivable ” means any Consumer Loan (i) which has been charged off or deemed uncollectible by an Asset Servicer in accordance with the section entitled “Charge-offs and Recoveries” in Exhibit C to the Servicing Agreement (including because of fraud), (ii) (a) if a NetCredit Consumer Loan, is at any point sixty-five (65) days or more past due or (b) if a CNU Consumer Loan, is at any point sixty (60) days or more past due or (iii) for which the related Obligor has become the subject of a proceeding under Debtor Relief Laws, unless otherwise waived in writing or approved in writing by Lender in its sole discretion, provided that Asset Servicer or Debtor, or any Affiliate thereof, has received actual notice of such proceeding.

“ Claims ” has the meaning set forth in Section 12 of this Agreement.

“ Clean Up Call ” means the right of the Asset Servicer pursuant to Section 3.08 of the Servicing Agreement to purchase all Consumer Loans then owned by Debtor at any time that the outstanding Consumer Loan Value is equal to or less than TEN PERCENT (10%) of the highest Consumer Loan Value outstanding at any time since the Effective Date.

“ CNU ” shall mean CNU ONLINE HOLDINGS, LLC , a Delaware limited liability company.

“ CNU Consumer Loan ” means a Consumer Loan originated through the CNU Platform.

“ CNU Platform ” means the lending platform operated by Enova and its Subsidiaries that is marketed under the “ CashNet USA ” brand name.

“ CNU Servicing Policy ” means, the collections policy and the payment plan policy in respect of CNU Consumer Loans utilized by the Asset Servicer therefor, as such policies may be amended, modified or supplemented from time to time in compliance with the Servicing Agreement.

“ Code ” means the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of New York; provided , that to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different articles or divisions of the Code, the definition of such term contained in Article 9 shall govern; provided , further , that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Lender’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “ Code ” means the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

“ Collateral ” means all of Debtor’s present and future right, title and interest in, under and to:

(a) (i) all accounts (including all payment rights with respect to the Consumer Loans); (ii) all chattel paper (including electronic chattel paper); (iii) all contract rights (including all participation rights and interests relating to a Consumer Loan and all rights of Debtor in any collateral securing a Consumer Loan); (iv) the Consumer Loan Documents; (v) the Consumer Loans; (vi) all deposit accounts (including the Collateral Deposit Account); (vii) all documents, instruments or other agreements relating to the Consumer Loans (including the Consumer Loan Documents); (viii) all general intangibles; (ix) all instruments (including each Consumer Loan Note); (x) all letters of credit; (xi) all letter of credit rights; (xii) all payment intangibles now or hereafter owned, held, or acquired relating to a Consumer Loan; (xiii) the Sale Agreement; (xiv) all

personal property (if any) acquired in connection with the realization of any collateral for a Consumer Loan; (xv) any other property, cash or other assets, real or personal, tangible or intangible, now existing or hereafter acquired, of Debtor that may at any time be or become subject to a security interest or Lien in favor of Lender as security for the Indebtedness; and (xvi) all supporting obligations, products and proceeds of all of the foregoing (including insurance payable by reason of loss or damage to the foregoing property) and any property, assets, securities, guaranties or monies of Debtor which may at any time come into the possession of Lender; and

(b) all rights to retrieve data and other information pertaining to the Consumer Loans from third parties.

“ Collateral Deposit Account ” means one or more deposit accounts of Debtor into which all payments relating to a Consumer Loan shall be deposited; which deposit accounts shall be subject to an account control agreement in favor of Lender.

“ Collection Period ” means, with respect to each Payment Date, the period from and including the first day of the calendar month immediately preceding such Payment Date to and including the last day of such calendar month (except that the initial Collection Period shall commence on the Effective Date and shall end on the last day of the calendar month immediately preceding the initial Payment Date).

“ Collections ” means all collections received in respect of the Consumer Loans, including all Scheduled Consumer Loan Payments, all non-scheduled payments, all prepayments, all late fees, all other fees, all Net Liquidation Proceeds, investment earnings, residual proceeds, payments received under any guaranty with respect to such Consumer Loans and all other payments received with respect to such Consumer Loans.

“ Commitment Termination Date ” means the earliest to occur of (i) the TWENTY-FOUR (24) month anniversary of the Effective Date, (ii) the occurrence and during the continuance of an Amortization Event, or (iii) the acceleration of the Indebtedness pursuant to the terms of this Agreement.

“ Constituent Documents ” means (a) in the case of a corporation, its articles or certificate of incorporation and bylaws; (b) in the case of a general partnership, its partnership agreement; (c) in the case of a limited partnership, its certificate of limited partnership and partnership agreement; (d) in the case of a trust, its trust agreement; (e) in the case of a joint venture, its joint venture agreement; (f) in the case of a limited liability company, its articles of organization and operating agreement or regulations; and (g) in the case of any other entity, its organizational and governance documents and agreements.

“ Consumer Financial Services Laws ” means all federal, State, and municipal laws, rules, or regulations dealing with consumer financial services. The term includes any and all laws dealing with registration, licensing, advertising, fair lending, language requirements, origination, pricing, credit practices, disclosures, rates, terms, servicing, debt collection practices, fair credit reporting, communications, privacy, data security, unfair acts or practices, deceptive acts or practices, abusive acts or practices, complaint procedures, and dispute resolution. The term includes the following laws or standards as applicable: Equal Credit Opportunity Act, 15 U.S.C. §1691 et seq ., and Regulation B, 12 C.F.R. part 1002; Electronic Funds Transfer Act, 15 U.S.C. §1693 et seq ., and Regulation E, 12 C.F.R. part 1005; Fair Debt Collection Practices Act, 15 U.S.C. §1692o, and Regulation F, 12 C.F.R. part 1006; Gramm-Leach-Bliley Privacy Act, 12 U.S.C. §6801 et seq ., and Regulation P, 12 C.F.R. part 1016; Fair Credit Reporting, 15 U.S.C. §1681 et seq ., Regulation V, 12 C.F.R. part 1022; Truth in Lending, 15 U.S.C. §1601 et seq ., and Regulation Z, 12 C.F.R. part 1026; regulations or standards of the Consumer Financial Protection Bureau with respect to unfair, deceptive or abusive acts or practices, 12 U.S.C. § 5531 and §5536; and regulations

or trade practice standards of the Federal Trade Commission with respect to unfair or deceptive acts or practices, 15 U.S.C. §5(a), and Title 16 of the Code of Federal Regulations.

“ Consumer Loan ” means (a) an installment consumer loan originated or acquired by Seller or an Originator in a State related to an Obligor residing in such State at the time of such loan’s origination, sold by Seller to Debtor, (b) all rights, title and interest, including all rights of repayment, under the Consumer Loan Documents and all instruments and documents arising therefrom or relating thereto, and (c) all proceeds arising therefrom or relating thereto (including any personal property (if any) acquired by Debtor in connection with the exercise of any remedy relating to a Consumer Loan).

“ Consumer Loan Documents ” means all instruments, documents and agreements entered into, evidencing or executed in connection with the application for or disclosure with respect to a Consumer Loan, including a Consumer Loan Note.

“ Consumer Loan File ” means, with respect to each Consumer Loan, the file (a) to be delivered to the Custodian pursuant to the Servicing Agreement, containing the following documents: (i) the Consumer Loan Documents, and (ii) original, fully executed copies of any modifications, amendments, supplements or addendums to the original Consumer Loan and all other agreements and documents-related to such Consumer Loan, and (b) maintained by the Custodian pursuant to Section 7.01 of the Servicing Agreement.

“ Consumer Loan Modification ” shall have the meaning set forth in Section 2.02(d) of the Servicing Agreement.

“ Consumer Loan Note ” means a promissory note and (if applicable) the TILA Disclosure executed by an Obligor in favor of Seller or an Originator in connection with a Consumer Loan.

“ Consumer Loan Repurchase Price ” shall mean, with respect to any Consumer Loan and any date of determination, an amount equal to the sum of (a) the Outstanding Consumer Loan Principal Balance of such Consumer Loan, plus (b) all accrued and unpaid interest on the Outstanding Consumer Loan Principal Balance of such Consumer Loan at the applicable Annual Percentage Rate related to such Consumer Loan through the date on which such Consumer Loan is repurchased.

“ Consumer Loan Value ” means, at any time, a sum equal to the Outstanding Consumer Loan Principal Balance of each Eligible Consumer Loan times the Advance Rate. By way of example and without limitation:


ELIGIBLE CONSUMER LOAN	ADVANCE RATE	CONSUMER LOAN VALUE
$100.00	80.00%	$80.00
$100.00	70.00%	$70.00

“ Consumer Loans Assignment ” means a Consumer Loans Assignment from Seller to Debtor with respect to the Consumer Loans and Other Conveyed Property to be conveyed by Seller to Debtor on any Purchase Date, in substantially the form of Exhibit A to the Sale Agreement.

“ Contingent Obligations ” means as to any Person, any obligation of such Person guaranteeing any indebtedness, leases, dividends or other obligations (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of such Person, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary

obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (d) otherwise to assure or to hold harmless the owner of such primary obligation against loss in respect thereof, provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

“ Controlled ” has the meaning correlative thereto.

“ Credit Facility ” has the meaning set forth in Section 2 of this Agreement.

“ Custodian ” shall mean, at any time, the Person then appointed as such pursuant to Section 7.01 or Section 7.08 of the Servicing Agreement, which shall initially be NetCredit Loan Services, LLC.

“ Cutoff Date ” means with respect to any Consumer Loan, the date specified as the “ Cutoff Date ” of such Consumer Loan in the applicable Consumer Loans Assignment.

“ Debt ” means as to any Person at any time (without duplication) all items of indebtedness, obligation or liability for borrowed money of a Person, whether mature or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, joint or several, that should be classified as debt in accordance with GAAP.

“ Debtor ” means EFR 2016-2, LLC, a Delaware limited liability company, as debtor under this Agreement.

“ Debtor Relief Laws ” means (a) the United States Bankruptcy Code and (b) all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment of debt, marshalling of assets, assignment for the benefit of creditors and similar debtor relief laws from time to time in effect in any jurisdiction affecting the rights of creditors generally or the right of creditors of banks.

“ Default ” means any event which, with notice or the passage of time, would be an Event of Default.

“ Delayed Draw Term Loans ” has the meaning set forth in Section 2(a) of this Agreement.

“ Delayed Draw Term Loans Commitment ” means THIRTY MILLION DOLLARS ( $30,000,000) .

“ Delayed Draw Term Note ” means that certain Promissory Note (Delayed Draw Term Note) dated as of the date hereof evidencing the Delayed Draw Term Loans .

“ Delinquency Percentage ” shall mean, with respect to any calendar month, the percentage calculated by dividing (a) the aggregate Outstanding Consumer Loan Principal Balance of all Delinquent Receivables at the end of such month by (b) the aggregate Outstanding Consumer Loan Principal Balance (calculated as of the last day of such month) of all Consumer Loans pledged as Collateral.

“ Delinquent Receivable ” shall mean (i) any Eligible Consumer Loan that is a NetCredit Consumer Loan which is ONE (1) to SIXTY FOUR (64) days past due and (ii) any Eligible Consumer Loan that is a CNU Consumer Loan which is ONE (1) to FIFTY NINE (59) days past due, in each case that is not a Charged-Off Receivable; provided , that, (x) any such NetCredit Consumer Loan that is subject to a Permitted Modification of the type described in Section H.4 of the NetCredit Servicing Policy or (y) any CNU Consumer Loan that is subject to a Permitted Modification of the type set forth in the CNU Servicing Policy, shall not be a Delinquent Receivable until such Consumer Loan becomes past due in respect of any reset Obligor Due Date. However, if a payment deferral (as described in Section H.3 of the NetCredit Servicing Policy) is effected for an otherwise Delinquent Receivable, the payment deferral shall not cure or stay the loan delinquency status upon the payment deferral being effected.

“ DV01 ” means DV01, Inc.

“ DV01 Platform ” means the electronic portal interface to be established by DV01 to enable the review of loan-level data and other information related to the Consumer Loans.

“ Effective Date ” means February 25, 2019.

“ Eligible Consumer Loan ” means a Consumer Loan (whether secured or unsecured) made by Seller or an Originator which is, and at the time of purchase by Debtor was classified as, current on Enova’s financial statements under GAAP and meets the following standards. In general, a Consumer Loan shall be eligible provided that:

(a) such Consumer Loan was originated in compliance with the Underwriting Guidelines and all applicable Governmental Rules;

(b) such Consumer Loan, at origination, provided for level payments and was a fully-amortizing Consumer Loan with payments due no less frequently than monthly;

(c) if a NetCredit Consumer Loan, such Consumer Loan has a term not exceeding SIXTY (60) months, or if a CNU Consumer Loan, such Consumer Loan has a term not exceeding SIXTY (60) months;

(d) If a NetCredit Consumer Loan, such Consumer Loan has an Outstanding Consumer Loan Principal Balance not exceeding TEN THOUSAND DOLLARS ($10,000) , or if a CNU Consumer Loan, such Consumer Loan has an Outstanding Consumer Loan Principal Balance not exceeding TEN THOUSAND DOLLARS ($10,000) ;

(e) if a NetCredit Consumer Loan, the Obligor has a Vantage Score of at least 500;

(f) if a CNU Consumer Loan, the Obligor has a payment to income ratio of no greater than 30%;

(g) the Consumer Loan Documents related to such Consumer Loan do not prohibit the pledge, sale, assignment, or transfer of such Consumer Loan;

(h) such Consumer Loan is not a revolving line of credit or similar credit facility, is fully funded, and there exists no obligation to make any future advances related to the Consumer Loan or Obligor;

(i) such Consumer Loan is the liability of an Obligor and contains no provisions whereby any person other than the Obligor is responsible to make monthly payments or which may constitute a “buy-down” of the Consumer Loan;

(j) such Consumer Loan is not originated to an Obligor in the state of Virginia or subject to jurisdiction or venue in Virginia;

(k) the Consumer Loan Documents do not provide for a choice of law other than that of the jurisdiction where the loan was originated;

(l) such Consumer Loan is pledged to Lender and in respect of which Lender has a perfected FIRST (1 ^st ) priority Lien not subject to any other Liens or claims of any kind (other than Permitted Encumbrances);

(m) such Consumer Loan is not a Delinquent Receivable at the time it is purchased by Debtor;

(n) (i) for any Consumer Loan acquired by Debtor with the proceeds of the initial Advance hereunder, at least one Scheduled Consumer Loan Payment shall have been paid, (ii) for any CNU Consumer Loan acquired by Debtor after the initial Advance hereunder and during the continuance of a First Payment Default Rate Trigger (CNU), the first Scheduled Consumer Loan Payment with respect to such CNU Consumer Loan shall have been paid and (iii) for any NetCredit Consumer Loan acquired by Debtor after the initial Advance hereunder and during the continuance of a First Payment Default Rate Trigger (NetCredit), the first Scheduled Consumer Loan Payment with respect to such NetCredit Consumer Loan shall have been paid;

(o) such Consumer Loan is not a Charged-Off Receivable;

(p) such Consumer Loan is not electronic chattel paper;

(q) such Consumer Loan is genuine and is the legal, valid, binding and enforceable obligation of the applicable Obligor;

(r) (i) the Obligor has not asserted any setoff, defense or counterclaim with respect to such Consumer Loan, (ii) Debtor, Lender, the Master Servicer, any Asset Servicer and the Custodian shall not have been served by a third party with any type of levy, attachment, writ or court order with respect to any Consumer Loan File or a document included within a Consumer Loan File with respect to such Consumer Loan or (iii) a third party shall not have instituted any court proceeding by which any Consumer Loan File or a document included within a Consumer Loan File with respect to such Consumer Loan shall be required to be delivered other than in accordance with the provisions of the Servicing Agreement;

(s) there has not occurred any modification, amendment or extension on such Consumer Loan except for a Permitted Modification;

(t) such Consumer Loan is evidenced by a Consumer Loan Note and is unconditionally payable in U.S. Dollars;

(u) the annual percentage rate payable under the respective Consumer Loan Note for such Consumer Loan is greater than or equal to NINETY-NINE PERCENT 99% but in no event shall it exceed the highest lawful rate permitted by applicable law;

(v) the Obligor is not at the time of origination then subject to any proceeding seeking relief under the Bankruptcy Code or any other Debtor Relief Law;

(w) the Obligor is not an employee of Debtor or Seller, or any of their Affiliates;

(x) the Obligor has not died or been declared incompetent;

(y) the Obligor is a natural person who (i) is a U.S. citizen or permanent resident, (ii) at least EIGHTEEN (18) years old, (iii) has a valid e‑mail account, (iv) has a social security number and (v) has an account at a U.S. financial institution with a routing transit number;

(z) Seller, Debtor or their Affiliates have not accepted a settlement with the Obligor with respect to any other debt on which such Obligor was obligated;

(aa) to the knowledge of Debtor, the Obligor was a resident of the State where such loan was made at the time of origination, if required under applicable law;

(bb) such Consumer Loan is subject to the Servicing Agreement;

(cc) the marketing, underwriting, origination, transfer and servicing of the Consumer Loan complies in all material respects with all applicable Consumer Financial Services Laws and the origination and servicing of the Consumer Loan complies in all material respects with the regulations and rules promulgated by the Office of Foreign Assets Control;

(dd) the Consumer Loan Documents are in the possession of the Custodian;

(ee) such Consumer Loan is serviced by an Asset Servicer in compliance with the Servicing Standards;

(ff) an event of default under such Consumer Loan, except as permitted under the Underwriting Guidelines or Servicing Standards, has not occurred or is continuing;

(gg) such Consumer Loan shall not have been written off or deemed uncollectable by an Asset Servicer at the time of the acquisition of the Consumer Loan by Debtor;

(hh) such Consumer Loan is not evidenced by judgment of a court or reduced to judgment;

(ii) the Consumer Loan includes an arbitration clause that is, in each case, to the knowledge of Debtor in compliance with all material applicable state and federal laws; and

(jj) at the time of purchase by Debtor of such Consumer Loan, such purchase would not cause the aggregate Sale Date Consumer Loan Principal Balance of all Consumer Loans in the Eligible Consumer Loan Pool with a payment to income ratio greater than 17.5% to exceed 15% of the aggregate Sale Date Consumer Loan Principal Balance of the Eligible Consumer Loan Pool.

“ Eligible Consumer Loan Pool ” means ONE HUNDRED PERCENT (100.00%) of the outstanding principal balance of all of the Eligible Consumer Loans owned by Debtor.

“ Enova ” shall mean Enova International, Inc.

“ Enova Indebtedness ” shall mean, in respect of Enova and its Subsidiaries, on a consolidated basis and without duplication, (a) all items which, in accordance with GAAP, would be included in determining total liabilities as shown on the liability side of the balance sheet of such Person as of the date as of which such Enova Indebtedness is to be determined, including any lease which, in accordance with GAAP would constitute indebtedness, (b) all indebtedness secured by any mortgage, pledge, security, lien or conditional sale or other title retention agreement to which any property or asset owned or held by Enova is subject, whether or not the indebtedness secured thereby shall have been assumed, (c) all indebtedness of others which Enova has directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business), discounted or sold with recourse or agreed (contingently or otherwise) to purchase or repurchase or otherwise acquire, or in respect of which Enova has agreed to supply or advance funds (whether by way of loan, Equity Interests, equity or other ownership interest purchase, capital contribution or otherwise) or otherwise to become directly or indirectly liable and (d) any Contingent Obligations.

“ Equity Interests ” shall mean, with respect to any Person, its equity ownership interests, its common stock and any other capital stock or other equity ownership units of such Person authorized from time to time, and any other shares, options, interests, participations or other equivalents (however designated) of or in such Person, whether voting or nonvoting, including common stock, options, warrants, preferred stock, phantom stock, membership units (common or preferred), stock appreciation rights, membership unit appreciation rights, convertible notes or debentures, stock purchase rights, membership unit purchase rights and all securities convertible, exercisable or exchangeable, in whole or in part, into any one or more of the foregoing.

“ Event of Default ” has the meaning set forth in Section 10 of this Agreement .

“ Executive Orders ” shall mean any legally binding orders given by the President of the United States, acting as the head of the executive branch thereof, to any United States federal administrative agencies.

“ Fair Valuation ” shall mean in respect of any entity, the value of the consolidated assets of such entity on the basis of the amount which may be realized by a willing seller within a reasonable time through collection or sale of such assets at market value on a going concern basis to an interested buyer who is willing to purchase under ordinary selling conditions in an arm’s-length transaction.

“ First Payment Default Rate (CNU) ” means, as of any Sale Date, (a) the aggregate Sale Date Consumer Loan Principal Balance of each Unseasoned CNU Consumer Loan transferred to Debtor on or after the Effective Date that has experienced a default in its first Scheduled Consumer Loan Payment divided by (b) the aggregate Sale Date Consumer Loan Principal Balance of all CNU Consumer Loans transferred to Debtor on or after the Effective Date.

“ First Payment Default Rate (NetCredit) ” means, as of any Sale Date, (a) the aggregate Sale Date Consumer Loan Principal Balance of each Unseasoned NetCredit Consumer Loan transferred to Debtor on or after the Effective Date that has experienced a default in its first Scheduled Consumer Loan Payment divided by (b) the aggregate Sale Date Consumer Loan Principal Balance of all NetCredit Consumer Loans transferred to Debtor on or after the Effective Date.

“ First Payment Default Rate Trigger (CNU) ” shall mean, as of any date of determination, that the First Payment Default Rate (CNU) reported in the most recent Monthly Servicing Report shall have exceeded TWENTY THREE PERCENT (23.0%) .

“ First Payment Default Rate Trigger (NetCredit) ” shall mean, as of any date of determination, that the First Payment Default Rate (NetCredit) reported in the most recent Monthly Servicing Report shall have exceeded TWENTY PERCENT (20.0%) .

“ GAAP ” means generally accepted accounting principles, applied on a consistent basis, as set forth in opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants or in statements of the Financial Accounting Standards Board or their respective successors and which are applicable in the circumstances as of the date in question. Accounting principles are applied on a “consistent basis” when the accounting principles applied in a current period are comparable in all material respects to those accounting principles applied in a preceding period.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether State or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Governmental Rules ” means any and all laws, statutes, codes, rules, regulations, guidelines, advisories, ordinances, orders, opinions, writs, decrees and injunctions of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority including, for the avoidance of doubt, the NACHA Operating Rules, the rules issued by the credit card network associations and the Payment Card Industry Data Security Standards.

“ Immaterial Amendment ” shall have the meaning set forth in Section 2.02(e) of the Servicing Agreement.

“ Immaterial Underwriting Amendment ” shall have the meaning set forth in Section 4.2(f) of the Sale Agreement.

“ Indebtedness ” means (a) all indebtedness, obligations and liabilities of Debtor to Lender of any kind or character, now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several or joint and several, under the Notes, this Agreement and the other Loan Documents, (b) all accrued but unpaid interest on any of the indebtedness described in (a) above, (c) all costs and expenses incurred by Lender in accordance with the Loan Documents in connection with the drafting and execution of the Loan Documents, the collection and administration of all or any part of the indebtedness and obligations described in (a) and (b) above or the protection or preservation of, or realization upon, the Collateral securing all or any part of such indebtedness and obligations, including all reasonable out of pocket attorneys’ fees, and (d) all renewals, extensions, modifications and rearrangements of the indebtedness and obligations described in (a), (b) and (c) above.

“ Indefeasibly Paid ” means (a) with respect to the making of any payment on or in respect of the Indebtedness, that such payment of such Indebtedness has been paid in full in cash (or that such payment of such Indebtedness has been otherwise satisfied in a manner acceptable to the holders of the Indebtedness in their sole discretion), and (b) that the commitments by Lender to make any Advance that would, if made or extended, have been irrevocably terminated.

“ Indemnified Person ” (a) with respect to the Servicing Agreement, shall have the meaning set forth in Section 5.01(b) of the Servicing Agreement, and (b) with respect to this Agreement, shall have the meaning set forth in Section 12 of this Agreement.

“ Ineligible Consumer Loan ” has the meaning set forth in Section 8(x) of this Agreement.

“ Interest Coverage Ratio ” means, as of any date of determination, the ratio of (a) net interest collections (computed in accordance with Enova’s current practices) of Debtor for the most-recently completed consecutive six (6) calendar month period (net of any Servicing Fees paid to the Master Servicer) to (b) the Interest Expense payable by Debtor for such period.

“ Interest Expense ” means, for any period, the aggregate amount of interest expense of Debtor for such period, determined in accordance with GAAP.

“ Lender ” means PCAM Credit II, LLC, a Delaware limited liability company, as lender under this Agreement.

“ Leverage Ratio ” means with respect to Enova and its Subsidiaries on a consolidated basis at any date of determination, the ratio of (a) total Enova Indebtedness minus the amounts of any obligations outstanding under any Permitted Receivables Financing to (b) the total shareholders’ equity of Enova, as provided on the balance sheet of Enova and its Subsidiaries on a consolidated basis and prepared in accordance with GAAP and delivered in accordance with Section 8 of this Agreement.

“ Lien ” means any lien, mortgage, security interest, tax lien, pledge, charge, hypothecation, assignment, preference, priority, or other encumbrance of any kind or nature whatsoever (including any conditional sale or title retention agreement), whether arising by contract, operation of law, or otherwise.

“ Limited Indemnity Agreement ” means that certain Limited Indemnity dated as of the Effective Date executed and delivered by Enova to Lender.

“ Liquidity ” means as of the date of determination, the amount of Enova’s unrestricted cash and Cash Equivalents that are on deposit in various accounts owned by Enova and available to be withdrawn without restriction by Enova.

“ Loans ” means the aggregate sum of all Advances made from time to time under the Credit Facility, net of any prepayments made pursuant to Section 3(b) hereof or principal repayments made pursuant to Section 8(v) hereof.

“ Loan Documents ” means this Agreement, the Notes, the Sale Agreement, the Servicing Agreement, the Transfer Agreement, the Pledge Agreement, the Limited Indemnity Agreement and the other agreements, instruments and documents evidencing, securing, governing, guaranteeing or pertaining to the Loans.

“ LTV ” means, as of any date of determination, a percentage equal to (a) the outstanding principal balance of the Loans, minus the amount on deposit in the Collateral Deposit Account, divided by (b) the Eligible Consumer Loan Pool.

“ LTV Trigger Event ” means any occurrence of the LTV exceeding the Advance Rate.

“ Master Servicer ” shall mean, at any time, the Person then appointed pursuant to Section 3.01 of the Servicing Agreement, together with its successors and permitted assigns in such capacity. The initial Master Servicer shall be NetCredit Loan Services, LLC.

“ Master Servicer Default ” shall have the meaning set forth in Section 6.01 of the Servicing Agreement.

“ Master Servicer Termination Date ” shall have the meaning set forth in Section 3.01 of the Servicing Agreement.

“ Master Servicer Termination Notice Date ” shall have the meaning set forth in Section 6.03(b) of the Servicing Agreement.

“ Material Adverse Effect ” means a material adverse effect on any of (a) the operations, business, assets, properties or financial condition of Debtor or Seller, (b) the ability of Debtor to perform any of its material obligations under any Loan Document to which it is a party, (c) the legality, validity or enforceability of this Agreement or any other Loan Document, or (d) the rights and remedies of Lender under any Loan Document.

“ Material Amendment ” shall have the meaning set forth in Section 2.02(e) of the Servicing Agreement.

“ Material Underwriting Amendment ” shall have the meaning set forth in Section 4.2(f) of the Sale Agreement.

“ Maturity Date ” means the THIRD (3 ^rd ) anniversary of the Effective Date.

“ Monthly Reporting Date ” means the TWENTIETH (20th) Business Day of each month, commencing with the calendar month following the close of the first Collection Period.

“ Monthly Servicing Report ” means a report provided by the Master Servicer setting forth the calculation of the payments made by Debtor from the Collateral Deposit Account, substantially in the form of Exhibit B to the Servicing Agreement.

“ NACHA Operating Rules ” means the Operating Rules of the National Automated Clearing House Association, including all appendices, formal rules interpretations, and schedules of fees, currently in effect and as may be amended

“ NCLS ” means NetCredit Loan Services, LLC.

“ Net Income ” shall mean the net income (or loss) of any Person for such period taken as a single accounting period determined by reference to GAAP.

“ Net Liquidation Proceeds ” means the aggregate amount of recoveries on (or proceeds from sales of) Charged-Off Receivables, net of any reasonable collection agency fees, legal fees, sales commissions and other reasonable costs related to the collection of recoveries.

“ Net Worth ” means, as of any date, the total shareholder’s equity (which includes capital stock and preferred stock, additional paid-in capital, and retained earnings after deducting treasury stock) which would appear on a balance sheet of Enova and its Subsidiaries on a consolidated basis prepared as of such date in accordance with GAAP and delivered in accordance with Section 8 of this Agreement , but

excluding all other comprehensive income or losses resulting from foreign currency translation adjustments or derivative value fluctuation.

“ NetCredit Consumer Loan ” means a Consumer Loan originated through the NetCredit Platform.

“ NetCredit Platform ” means the lending platform operated by Enova and its Subsidiaries that is marketed under the “ NetCredit ” brand name.

“ NetCredit Servicing Policy ” means, the collections policy and the payment plan policy in respect of NetCredit Consumer Loans utilized by the Asset Servicer therefor, as such policies may be amended, modified or supplemented from time to time in compliance with the Servicing Agreement.

“ Nonpublic Personal Information ” has the meaning set forth in Section 8.11(b) of the Servicing Agreement.

“ Notes ” means the Delayed Draw Term Note and the Revolving Note (as any such Notes may be amended, modified or restated from time to time).

“ Obligor ” means, with respect to each Consumer Loan, the borrower under the related Consumer Loan Documents or any other Person who owes or may be liable (whether primarily or secondarily) for payments under such Consumer Loan.

“ Obligor Due Date ” means, with respect to a Consumer Loan, each date in a calendar month on which an installment payment is due from the Obligor. By way of example, if an Obligor’s installment payment is due on the 14th day of a month, then the 14th is the Obligor Due Date; if an installment payment is due on each of the 14th and the 28th of a month, then each of the 14th and 28th is an Obligor Due Date.

“ OFAC ” has the meaning set forth in Section 6(q) of this Agreement.

“ Officer’s Certificate ” means a certificate on behalf of any Person that is signed by any Responsible Officer or vice president or more senior officer of such Person and which states that the certifications set forth in such certificate are based upon the results of a due inquiry into the matters in question conducted by or under the supervision of the signing officer and that the facts stated in such certifications are true and correct to the best of the signing officer’s knowledge.

“ One-Month Net Charge-Off Ratio (CNU) ” shall mean, as of any date of determination, the percentage calculated by dividing (a) the aggregate principal amount of all Charged-Off Receivables which are CNU Consumer Loans recorded in the immediately preceding Collection Period minus all Collections received on each such Charged-Off Receivable from and after the date such CNU Consumer Loan became a Charged-Off Receivable hereunder, by (b) the average daily aggregate Outstanding Consumer Loan Principal Balance during the relevant Collection Period of all CNU Consumer Loans.

“ One-Month Net Charge-Off Ratio (NetCredit) ” shall mean, as of any date of determination, the percentage calculated by dividing (a) the aggregate principal amount of all Charged-Off Receivables which are NetCredit Consumer Loans recorded in the immediately preceding Collection Period minus all Collections received on each such Charged-Off Receivable from and after the date such NetCredit Consumer Loan became a Charged-Off Receivable hereunder, by (b) the average daily aggregate Outstanding Consumer Loan Principal Balance during the relevant Collection Period of all NetCredit Consumer Loans.

“ Opinion of Counsel ” shall mean a written opinion of counsel, who may be an employee of, or counsel to, the Seller or the Master Servicer. As to any factual matters relevant to such opinion, such counsel shall be permitted to rely upon an Officer’s Certificate to establish such factual matters, unless such counsel knew or in the exercise of reasonable care should have known, any of such factual matters are erroneous.

“ Optional Prepayment ” shall mean any voluntary prepayment made by debtor pursuant to Section 3(b)(i) (1) or 3(b)(i) (2) of this Agreement.

“ Originator ” shall mean each of the Persons executing the Transfer Agreement in the capacity of an Originator on the signature pages thereto and each Person that executes a joinder agreement after the Closing Date to become an Originator, together in each case with its successors and permitted assigns in such capacity.

“ Other Conveyed Property ” (a) with respect to the Transfer Agreement, shall have the meaning set forth in Section 1.1 of the Transfer Agreement, and (b) with respect to the Sale Agreement, shall have the meaning set forth in Section 2.1(b) of the Sale Agreement.

“ Outstanding Consumer Loan Principal Balance ” means, with respect to a Consumer Loan, the outstanding amount of principal owed by the Obligor on such Consumer Loan on such date, provided that only Consumer Loans which are not Charged-Off Receivables shall be included in such calculation.

“ Participant ” has the meaning set forth in Section 15(b) of this Agreement.

“ Participant Register ” has the meaning set forth in Section 15(b) of this Agreement.

“ PATRIOT Act ” has the meaning set forth in Section 23 of this Agreement.

“ Paydown Start Date ” means the date which is TWELVE (12) MONTHS prior to the Maturity Date .

“ Payment Card Industry Data Security Standards ” means the Payment Card Industry Data Security Standards maintained by the PCI Security Standards Council, LLC, or any successor organization or entity.

“ Payment Date ” has the meaning set forth in Section 8(v) of this Agreement.

“ Permitted Discretion ” means, with respect to Lender, a determination made in the exercise of Lender’s commercially reasonable (from the perspective of a secured Lender) business judgment.

“ Permitted Encumbrances ” means:

(a) Liens securing the Indebtedness;

(b) Liens for taxes, assessments and governmental charges not yet due or the payment of which is being contested in good faith and by appropriate proceedings and for which adequate reserves are maintained in accordance with GAAP;

(c) Liens imposed by law arising in the ordinary course of business and securing obligations (other than Debt for borrowed money) that are not overdue by more than SIXTY (60) days or are being contested in good faith and by appropriate proceedings promptly

initiated and diligently conducted, and for which reserves are maintained in accordance with GAAP;

(d) judgment Liens not resulting in an Event of Default; and

(e) (i) Liens in favor of collecting banks arising under Section 4-210 of the Code or any similar law, and (ii) Liens arising solely by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained in the ordinary course of business with such creditor depository institution; provided, that except as set forth in this Subsection (e), no such deposit account that is a dedicated cash collateral account shall serve as collateral to any Person other than Lender.

“ Permitted Indebtedness ” has the meaning set forth in Section 8(k) of this Agreement .

“ Permitted Modification ” shall have the meaning set forth in Section 2.02(d) of the Servicing Agreement.

“ Permitted Receivables Financing ” shall mean any non-recourse or other off-balance sheet receivables financing facility.

“ Person ” means any individual, corporation, limited liability company, business trust, association, company, partnership, joint venture, Governmental Authority, or other entity, and shall include such Person’s heirs, administrators, personal representatives, executors, successors and assigns.

“ Pledge Agreement ” means that certain MEMBERSHIP INTEREST PLEDGE AGREEMENT , dated as of the date hereof, executed by CNU for the benefit of Lender.

“ Protected Party ” has the meaning set forth in Section 8.11(a) of the Servicing Agreement.

“ Purchase Date ” means each Business Day on which Seller acquires Consumer Loans from an Originator pursuant to the terms of the Transfer Agreement or Debtor acquires Consumer Loans from Seller pursuant to the terms of the Sale Agreement, as applicable.

“ Qualified Purchaser ” has the meaning set forth for such term in the Investment Company Act of 1940.

“ Quarterly Certification ” means a certificate signed by a Responsible Officer on behalf of Debtor substantially in the form of Exhibit B.

“ Regulatory Trigger Event ” shall mean the occurrence of either (i) a change in law which materially impacts the Consumer Loans or the ability of Enova and its Subsidiaries to originate or service Consumer Loans or (ii) the initiation of an investigation by any Governmental Authority which could reasonably be expected to have a materially adverse effect on the Consumer Loans or the ability of Enova and its Subsidiaries to originate or service Consumer Loans, provided that such investigation is not satisfactorily resolved in the sole discretion of Lender.

“ Related Consumer Loan ”, when used in the Transfer Agreement, shall have the meaning set forth in Section 1.1 of the Transfer Agreement and, when used in the Sale Agreement, shall have the meaning set forth in Section 2.1(a)(i) of the Sale Agreement.

“ Repeated Representations and Warranties ” means all the representations and warranties set forth in Sections 6 and 7 hereof but excluding the representations and warranties set forth in Section 6(n) hereof.

“ Responsible Officer ” means the Person designated by any Person to act on behalf of such Person. Any document delivered hereunder that is signed by a Responsible Officer of such Person shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership or other action on the part of Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

“ Revolving Loans ” has the meaning set forth in Section 2(a) of this Agreement.

“ Revolving Loans Commitment ” means TWENTY MILLION DOLLARS ($20,000,000) .

“ Revolving Note ” means that certain Promissory Note (Revolving Note) dated as of the date hereof evidencing the Revolving Loans .

“ Sale Agreement ” means that certain SALE AGREEMENT (as amended, modified or supplemented) between Seller and Debtor relating to the sale and purchase of the Consumer Loans.

“ Sale Date ” means, with respect to a Consumer Loan, the date that such Consumer Loan is transferred to Debtor pursuant to the Sale Agreement.

“ Sale Date Consumer Loan Principal Balance ” means, with respect to a Consumer Loan, the outstanding amount of principal owed by the Obligor on such Consumer Loan on its Sale Date.

“ Schedule of Serviced Consumer Loans ” shall have the meaning set forth in Section 3.03(a) of the Servicing Agreement.

“ Scheduled Consumer Loan Payment ” means, for any Collection Period and for any Consumer Loan, the amount indicated in the Consumer Loan Documents as required to be paid by the Obligor in such Collection Period; provided that, if after the Effective Date the Obligor’s obligation under such Consumer Loan with respect to a Collection Period has been modified so as to differ from the amount specified in such Consumer Loan as a result of (a) the order of a court in a proceeding relating to Debtor Relief Laws as to which the Obligor is a debtor, (b) the application of the Servicemembers Civil Relief Act of 2003, or (c) a Permitted Modification, the Scheduled Consumer Loan Payment with respect to such Collection Period shall refer to the Obligor’s payment obligation with respect to such Collection Period as so modified.

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

“ Seller ” means Enova International, Inc., in its capacity as seller pursuant to the Sale Agreement, together with its successor and permitted assigns in such capacity.

“ Serviced Consumer Loan ” shall mean each Consumer Loans set forth on the Schedule of Serviced Consumer Loans; provided, however, that upon the repurchase of such Consumer Loans in accordance with the terms of the Sale Agreement, the Servicing Agreement, or any other Loan Document, such repurchased Consumer Loan shall no longer constitute a Serviced Consumer Loan.

“ Servicing Agreement ” means that certain SERVICING AGREEMENT (as amended, modified or supplemented) among Debtor, NetCredit Loan Services, LLC, as Master Servicer, Asset Servicer and Custodian, and the Asset Servicers from time to time party thereto relating to the servicing of the Consumer Loans.

“ Servicing Fee ” shall mean an amount, with respect to the Master Servicer and for each Payment Date, equal to the product of (i) the Servicing Fee Rate and (ii) the average aggregate Outstanding Consumer Loan Principal Balance for the month preceding such Payment Date.

“ Servicing Fee Rate ” shall mean 3.00%.

“ Servicing Policy ” means the CNU Servicing Policy or the NetCredit Servicing Policy, as applicable.

“ Servicing Standards ” shall have the meaning set forth in Section 2.01(b) of the Servicing Agreement.

“ Solvent ” shall mean, with respect to any Person, as of any date of determination, both (a)(i) the sum of such Person’s debt (including contingent liabilities) does not exceed the assets of such Person, at Fair Valuation, (ii) such Person’s capital is not unreasonably small in relation to its business as contemplated on the Effective Date, and (iii) 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 (b) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“ State ” means any one of the 50 states of the United States of America or the District of Columbia.

“ Subsidiary ” means any entity (a) of which at least a majority of the ownership, equity or voting interest is at the time directly or indirectly owned or controlled by a Person, and (b) which is treated as a subsidiary in accordance with GAAP.

“ Successor Asset Servicer ” shall have the meaning set forth in Section 6.04(a) of the Servicing Agreement.

“ Successor Asset Servicing Transfer Date ” shall have the meaning set forth in Section 6.04(a) of the Servicing Agreement.

“ Successor Master Servicer ” shall have the meaning set forth in Section 6.03(a) of the Servicing Agreement.

“ Successor Master Servicing Transfer Date ” shall have the meaning set forth in Section 6.03(a) of the Servicing Agreement.

“ Target LTV ” means SEVENTY PERCENT (70%).

“ Three-Month Rolling Average Net Charge-Off Ratio (CNU) ” shall mean, as of any Monthly Reporting Date, the arithmetic average of the One-Month Net Charge-Off Ratio (CNU) for each of the three immediately preceding Collection Periods.

“ Three-Month Rolling Average Net Charge-Off Ratio (NetCredit) ” shall mean, as of any Monthly Reporting Date, the arithmetic average of the One-Month Net Charge-Off Ratio (NetCredit) for each of the three immediately preceding Collection Periods.

“ TILA Disclosure ” means the disclosure delivered to an Obligor in connection with a Consumer Loan pursuant to the Truth in Lending Act.

“ Transfer Agreement ” means that certain TRANSFER AGREEMENT by and among Seller and each of the Originators party thereto relating to the sale of the Consumer Loans.

“ Trigger Event ” shall mean the occurrence of any one of the following:

(a) if, as of the end of any calendar month, beginning with the sixth full calendar month ending after the Effective Date, the Interest Coverage Ratio shall be less than 7.50 to 1.00 for the six month period ending on the last day of such calendar month; or

(b) if, as of any Monthly Reporting Date on or after the third Monthly Reporting Date, either (i) the Three-Month Rolling Average Net Charge-Off Ratio (CNU) exceeds 12.65% or (ii) the Three-Month Rolling Average Net Charge-Off Ratio (NetCredit) exceeds 6.67%.

“ Underwriting Guidelines ” means the credit policies and underwriting guidelines of the Seller and the Originators in respect of such Consumer Loan, as such policies may be amended, modified or supplemented from time to time in compliance with the Sale Agreement.

“ United States Bankruptcy Code ” means Title 11 of the United States Code.

“ Unseasoned CNU Consumer Loan ” means a CNU Consumer Loan with respect to which the Obligor has not made at least one Scheduled Consumer Loan Payment as of the Sale Date for such CNU Consumer Loan.

“ Unseasoned NetCredit Consumer Loan ” means a NetCredit Consumer Loan with respect to which the Obligor has not made at least one Scheduled Consumer Loan Payment as of the Sale Date for such NetCredit Consumer Loan.

“ Vantage Score ” means, for each Obligor with respect to a Consumer Loan, the credit score of such Obligor obtained from Vantage Score Solutions, LLC as of the origination date of such Consumer Loan.

“ Venue Site ” has the meaning set forth in Section 17 of this Agreement.

All words and phrases used in the Loan Documents shall have the meaning specified in the Code, to the extent defined therein, except to the extent such meaning is inconsistent with the Loan Documents. All definitions contained in the Loan Documents are equally applicable to the singular and plural forms of the terms defined. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” is not exclusive. The words “hereof,” “herein” and “hereunder” and words of similar import referring to the Loan Documents refer to the Loan Documents as a whole and not to any

particular provision of the Loan Documents. Any agreement, instrument or statute defined or referred to in the Loan Documents or in any instrument or certificate delivered in connection with the Loan Documents shall mean such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein. Any agreement, instrument or statute defined or referred to in the Loan Documents or in any instrument or certificate delivered in connection therewith shall mean such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein. Any accounting term used in the Loan Documents shall have, unless otherwise specifically provided therein, the meaning customarily given such term in accordance with GAAP, and all financial computations thereunder shall be computed, unless otherwise specifically provided therein, in accordance with GAAP consistently applied; provided , that all financial covenants and calculations in the Loan Documents shall be made in accordance with GAAP as in effect on the Effective Date unless Debtor and Lender shall otherwise specifically agree in writing. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing.

2. Credit Facility .

(a) Advancing Credit Facility . Subject to the terms and conditions set forth in this Agreement and the other Loan Documents, Lender hereby agrees to lend to Debtor an aggregate outstanding principal amount of up to FIFTY MILLION DOLLARS ($50,000,000.00) (the “ Credit Facility ”), comprised of (1) delayed draw term loans in an aggregate principal amount not to exceed THIRTY MILLION DOLLARS ($30,000,000.00) (the “ Delayed Draw Term Loans ”) which may be advanced in one or more Advances from the Effective Date until the Commitment Termination Date; and (2) revolving loans in an aggregate outstanding principal amount not to exceed TWENTY MILLION DOLLARS ($20,000,000.00) (the “ Revolving Loans ”) which may be advanced in one or more Advances from the Effective Date until the Commitment Termination Date; provided that Debtor may not borrow a Revolving Loan until Delayed Draw Term Loans have been made equal to the full Delayed Draw Term Loan Commitment and provided further that, upon request of Debtor and the consent of Lender, the maximum aggregate principal amount of the Credit Facility may be increased to up to SEVENTY FIVE MILLION DOLLARS ($75,000,000.00) , constituting FIFTY MILLION DOLLARS ($50,000,000.00) of Delayed Draw Term Loans and TWENTY FIVE MILLION DOLLARS ($25,000,000.00) of Revolving Loans. Notwithstanding anything herein to the contrary, Lender shall not have any obligation to agree to increase the maximum aggregate principal amount of the Credit Facility pursuant to this Section 2(a) and any election to do so shall be in the sole discretion of Lender. Any increase in the maximum aggregate principal amount of the Credit Facility pursuant to this Section shall not be effective unless (x) no Default or Event of Default shall have occurred and be continuing on and as of the effective date of such increase and after giving effect to such increase; (y) the representations and warranties contained in this Agreement are true and correct on and as of the effective date of such increase and after giving effect to such increase, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (z) Lender shall have received such legal opinions and other documents reasonably requested by Lender in connection therewith. Notwithstanding any other provision of this Agreement, if an optional prepayment of principal is made in respect of the Delayed Draw Term Loans pursuant to Section 3(b)(i)(1) , the Revolving Loans Commitment will no longer be available to be drawn.

(b) Funding . Following the initial Advance, Debtor shall provide Lender with not less than FIVE (5) Business Days prior written notice of a requested Advance, which notice period may be reduced or waived by Lender in its Permitted Discretion, by submitting a Request for Advance in the form attached hereto as Exhibit C, specifying the amount of such Advance together with the documentation required by such Request for Advance. No amounts advanced under the Delayed Draw Term Loans may

be re-borrowed after being repaid to Lender. Debtor may draw, repay, and re-draw Revolving Loans at any time prior to the Commitment Termination Date. Each Advance under the Credit Facility shall be made available to Debtor by depositing the same, in immediately available funds, to Debtor’s designated deposit account.

(c) Use of Proceeds . The proceeds of each Advance under the Credit Facility shall be used by Debtor to purchase Eligible Consumer Loans from Seller or to make or pay dividends or distributions to any of Debtor’s equityholders in accordance with the terms of this Agreement.

(d) Fees .

(i) Origination Fee . Debtor agrees to pay an origination fee to Lender in an amount equal to ONE PERCENT (1.00%) of the amount of the Credit Facility for the establishment of the Credit Facility (the “ Origination Fee ”). The Origination Fee shall be payable in installments, with each installment due and payable when and if an Advance is made in an amount equal to ONE PERCENT (1.00%) of the amount of such Advance, and shall be deemed fully earned as of the date of such Advance. The Origination Fee shall compensate Lender for its costs and expenses in the structuring of the Credit Facility and (to the maximum extent permitted by applicable law) shall not be deemed interest. For the avoidance of doubt, the Origination Fee will be payable in respect of each Advance (including, for the avoidance of doubt, with respect to repaid and reborrowed Revolving Loans).

(ii) Non-Use Fees . Debtor agrees to pay to Lender a non-use fee in respect of undrawn Revolving Loans Commitments (the “ Revolving Loans Non-Use Fee ”) and Delayed Draw Term Loans Commitments (the “ Delayed Draw Term Loans Non-Use Fee ”) under the Credit Facility, (in the case of the Revolving Loans Commitment, calculated as the average daily unused amount of the Revolving Loans Commitment, and in the case of the Delayed Draw Term Loans Commitments, the actual daily undrawn Delayed Draw Term Loan Commitment as reduced by any Delayed Draw Term Loans repaid in accordance with this Agreement), which shall accrue at an imputed rate per annum equal to ONE HALF OF ONE PERCENT (0.50%) during the period from and including the Effective Date to, but excluding, the Commitment Termination Date. Any non-use fee due pursuant to this Section 2(d)(ii) shall be payable monthly in arrears.

(iii) Reporting Fee . Debtor agrees to pay to Lender a reporting fee of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) per month (the “ Reporting Fee ”), payable in advance each month, provided however that the Reporting Fee shall be payable only for a month in which the DV01 Platform is functional and Lender has access thereto. Any reduction in the platform fee from DV01 shall be used to reduce the reporting fee and Debtor and Lender will engage DV01 together to ensure the process of DV01 integration and associated costs are mutually acceptable.

(iv) Fee Computation . All fees payable under this Section shall be computed on the basis of a year of 360 days and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Each determination by the Lender of a fee hereunder shall be conclusive absent manifest error.

(e) Customer Information . To the extent Lender receives any information from Debtor, Master Servicer or any Asset Servicer that would be “Nonpublic Personal Information” (as defined under the Gramm-Leach-Bliley Act of 1999, “ Customer NPPI ”), Lender understands and agrees that Customer NPPI is subject to Title V of the Gramm-Leach-Bliley Act of 1999, 15 U.S.C. §§ 6801 et seq., the U.S. Federal Trade Commission’s (the “ FTC ”) rule regarding the Privacy of Consumer Financial Information, 16 CFR Part 313, the FTC’s Standards for Safeguarding Customer Information, 16 CFR

Part 314, and any other applicable laws regarding the privacy or security of Customer NPPI and that Lender shall comply with all such applicable laws regarding such Customer NPPI.

(f) Option to Extend . Debtor may, by written notice to Lender not earlier than ONE HUNDRED AND TWENTY (120) days prior to the Paydown Start Date but not less than THIRTY (30) days prior to the Paydown Start Date, request an extension of the Maturity Date for up to an additional TWO (2) year period. Lender shall consider Debtor’s request in its reasonable discretion, based upon Debtor’s performance under this Agreement and Debtor’s financial projections, and Lender shall make a determination in respect of such requested extension at least SIXTY (60) days prior to the Paydown Start Date, provided that any extension under this Section 2(f) may be subject to the satisfaction or waiver of certain conditions precedent, as agreed to by Lender and Debtor.

3. Notes, Rate and Computation of Interest.

(a) Notes; Interest Rate . The Credit Facility shall be evidenced by Notes duly executed by Debtor and payable to the order of Lender. Interest on the Notes shall accrue at the rate set forth therein (the “ Interest Rate ”); provided, that upon the occurrence and during the continuation of a Trigger Event, the Interest Rate shall be increased by the amount specified in Section 8(w) , but in no event shall the Interest Rate exceed the maximum amount of interest allowable by law. The principal of and interest on the Notes shall be due and payable in accordance with the terms and conditions set forth in the Notes and in this Agreement.

(b) Prepayments .

(i) Optional Prepayments .

(1) Delayed Draw Term Loans . No voluntary prepayment of the principal balance of the Delayed Draw Term Note may be made prior to the earliest of (1) the date that is TWENTY-FOUR (24) months after the Effective Date or (2) the occurrence of a Regulatory Trigger Event. During the occurrence and the continuance of an Amortization Event, prepayments of the outstanding principal balance of the Delayed Draw Term Note may be made in whole or in part subject to a prepayment penalty equal to TWO PERCENT (2%) of the outstanding principal balance of the Delayed Draw Term Note (it being understood that any payments in respect of the principal balance of the Delayed Draw Term Note made pursuant to the payment priorities of Section 8(v) may be made without premium or penalty). From and after the date which is TWELVE (12) MONTHS prior to the Maturity Date, prepayments of the outstanding principal balance of the Delayed Draw Term Note may be made in whole or in part at any time, without premium or penalty; provided Debtor may only make one such prepayment per calendar week. Notwithstanding any other provision of this Agreement, if a prepayment of principal is made in respect of the Delayed Draw Term Loans, the Debtor will no longer be able to receive Advances under the Revolving Loans.

(2) Revolving Loans . Debtor may make voluntary prepayments of the outstanding principal balance of the Revolving Note in whole or in part at any time, without premium or penalty.

(ii) Mandatory Prepayments . Debtor shall use the cash proceeds received in connection with a Clean Up Call to repay in full all Indebtedness then owing. Additionally, within TWO (2) BUSINESS DAYS of any LTV Trigger Event, Debtor shall prepay the Loan in an amount necessary to cure the LTV Trigger Event.

4. Collateral .

(a) Grant of Security Interest . As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Indebtedness, Debtor hereby pledges to and grants Lender, a security interest in the Collateral, whether now owned by Debtor or hereafter acquired and whether now existing or hereafter coming into existence.

(b) Additional Documents . TO SECURE FULL AND COMPLETE PAYMENT AND PERFORMANCE OF THE INDEBTEDNESS, DEBTOR SHALL EXECUTE AND DELIVER OR CAUSE TO BE EXECUTED AND DELIVERED ALL OF THE LOAN DOCUMENTS REASONABLY REQUIRED BY LENDER COVERING THE COLLATERAL. DEBTOR SHALL EXECUTE AND CAUSE TO BE EXECUTED SUCH FURTHER DOCUMENTS AND INSTRUMENTS THAT ARE CONSISTENT WITH THIS AGREEMENT, AS LENDER, IN ITS PERMITTED DISCRETION, DEEMS NECESSARY OR DESIRABLE TO CREATE, EVIDENCE, PRESERVE AND PERFECT ITS LIENS AND SECURITY INTERESTS IN THE COLLATERAL. IN ADDITION, DEBTOR SHALL NOTIFY LENDER OF ANY MATERIAL NON-COMPLIANCE IN RESPECT OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS AGREEMENT PROMPTLY UPON ITS KNOWLEDGE THEREOF.

(c) Debtor Remains Liable . Notwithstanding anything to the contrary contained herein, (i) Debtor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of Debtor’s respective duties and obligations thereunder; (ii) the exercise by Lender of any of its rights hereunder shall not release Debtor from any of its duties or obligations under this Agreement; and (iii) Lender shall not have any obligation or liability under any of the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

(d) Satisfaction of Indebtedness . Until the Indebtedness has been Indefeasibly Paid and fully satisfied (other than contingent indemnification obligations to the extent no unsatisfied claim has been asserted) and the Credit Facility have been terminated, Lender shall be entitled to retain the security interests in the Collateral granted under this Agreement and the ability to exercise all rights and remedies available to Lender under the Loan Documents and applicable laws.

5. Conditions Precedent .

(a) Initial Advance . The obligation of Lender to make the initial Advance with respect to the Loans under the Credit Facility is subject to the condition precedent that Lender shall have received on or before the day of such Advance all of the following, each dated (unless otherwise indicated) as of the Effective Date, in form and substance satisfactory to Lender:

(i) Resolutions . Resolutions of the governing body of Debtor and of Enova certified by a Responsible Officer of Debtor and Enova, as applicable, which authorize the execution, delivery and performance of the Loan Documents;

(ii) Incumbency Certificate . A certificate of incumbency certified by a Responsible Officer of Debtor and Enova certifying the names of the individuals or other Persons authorized to sign the Loan Documents (including the certificates contemplated herein) on behalf of Debtor and Enova to the extent Debtor or Enova executes such documents, together with specimen signatures of such Persons;

(iii) Constituent Documents . The Constituent Documents of Debtor and Enova certified as being true and correct as of the date of this Agreement;

(iv) Governmental Certificates . Certificates of the appropriate government officials of the State of organization of Debtor and Enova as to the existence, qualification and good standing of Debtor and Enova, respectively, dated within TEN (10) days of the date of this Agreement;

(v) Loan Documents . The Loan Documents (other than the Backup Servicing Agreement) executed by Debtor, the Master Servicer, any Asset Servicer and Enova, as applicable;

(vi) Financing Statements . Code financing statements covering the Collateral (1) naming Debtor as debtor and Lender as secured party and (2) naming Seller as seller and Debtor as buyer, shall have been filed with the Secretary of State of the State of Delaware;

(vii) Fees and Expenses . Evidence that the costs and expenses invoiced by Lender (including reasonable out-of-pocket attorneys’ fees) and all fees owing to Lender, have been paid in full by Debtor;

(viii) Certain Agreements . Copies of the Sale Agreement and the Servicing Agreement, in form and content satisfactory to Lender, as in effect on the Effective Date, certified as true and correct copies by a Responsible Officer on behalf of Debtor, together with a certificate of such Responsible Officer stating that such agreements remain in full force and effect and that Debtor has not breached or defaulted on any of its obligations under such agreements;

(ix) Opinion of Counsel . An Opinion of Counsel as to (1) the existence and due organization of Debtor and Enova; (2) the due authorization and execution of the Loan Documents; (3) the enforceability of the Loan Documents; (4) the perfection of Lender’s security interest in the Collateral; (5) non-consolidation opinions relating to the transactions contemplated by the Sale Agreement; and (6) such other matters as may be reasonably requested by Lender and its counsel; and

(x) Other Matters . Such other documents and agreements as may be required by Lender in its Permitted Discretion.

(b) All Advances . The obligation of Lender to make any Advance with respect to the Loans under the Credit Facility shall be subject to the following additional conditions precedent:

(i) Request for Advance . Lender shall have received a request for a Loan in the form attached hereto as Exhibit C, dated as of the date required by Section 2(b) and executed by a Responsible Officer of Debtor.

(ii) No Default, Etc . No Default, Event of Default, Trigger Event, Regulatory Trigger Event, or LTV Trigger Event shall have occurred and be continuing, or would result from or after giving effect to such Advance; and

(iii) Representations and Warranties . In the case of all Advances in respect of the (x) Delayed Draw Term Loans, all of the representations and warranties contained in the Loan Documents shall be true and correct in material respects on and as of the date of such Advance with the same force and effect as if such representations and warranties had been made on and as of such date and (y) Revolving Loans, all of the Repeated Representations and Warranties shall be true and correct in material respects on and as of the date of such Advance with the same force and effect as if such representations and warranties had been made on and as of such date.

6. Representations and Warranties . Upon each Advance hereunder, Debtor hereby represents and warrants to Lender as follows:

(a) Existence . Debtor (i) is duly organized, validly existing, and in good standing under the laws of the State of Delaware; (ii) has all requisite power and authority to own its assets and carry on its business as now being or as proposed to be conducted; and (iii) is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary and where failure to so qualify would have a Material Adverse Effect. Debtor has the power and authority to execute, deliver, and perform its obligations under the Loan Documents to which it is or may become a party. The legal name, federal tax identification number and State organizational number for Debtor is set forth below:


Legal Name	Federal Tax Identification Number	State Filing Number
EFR 2016-2, LLC	81-3944969	6152399

(b) Binding Obligations . The execution, delivery and performance of the Loan Documents by Debtor has been duly authorized by all necessary action by Debtor and the Loan Documents to which it is a party constitute legal, valid and binding obligations of Debtor, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights and except to the extent specific remedies may generally be limited by equitable principles.

(c) No Consent . The execution, delivery and performance of the Loan Documents, and the consummation of the transactions contemplated thereby, do not (i) conflict with, result in a violation of, or constitute a default under (1) any provision of the Constituent Documents or other instrument binding upon Debtor, (2) any Governmental Rules applicable to Debtor, or (3) any contractual obligation , agreement, judgment, license, order or permit applicable to or binding upon Debtor, (ii) require the consent, approval or authorization of any third party, or (iii) result in or require the creation of any Lien, charge or encumbrance upon any property of Debtor except as may be expressly contemplated in the Loan Documen ts. No consent is required for the exercise by Lender of the rights provided for in the Loan Documents or the remedies in respect of the Collateral pursuant to the Loan Documents.

(d) Financial Condition . Each Monthly Servicing Report supplied to Lender is accurate in all material respects.

(e) Operation of Business . Debtor possesses all contracts, licenses, permits and franchises, or rights thereto, necessary to conduct its businesses substantially as now conducted and as presently proposed to be conducted, and Debtor is not in violation of any valid rights of others with respect to any of the foregoing, except any violations that could not reasonably be expected to have a Material Adverse Effect.

(f) Litigation and Judgments . There is no action, suit, investigation or proceeding before or by any Governmental Authority or arbitrator pending, or to the knowledge of Debtor, threatened against or affecting Debtor that would, if adversely determined, have a Material Adverse Effect. There are no outstanding judgments against Debtor for which adequate reserves have not been made.

(g) Rights in Collateral; Liens . Debtor has good and indefeasible title to the Collateral, and none of the Collateral is subject to any Lien, except Permitted Encumbrances.

(h) Debt . Debtor has no Debt other than Permitted Indebtedness or which is otherwise related to Permitted Encumbrances.

(i) Disclosure . No statement, information, report, representation or warranty made by Debtor in the Loan Documents or furnished to Lender in connection with the Loan Documents or any of the transactions contemplated hereby contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to Debtor which could reasonably be expected to have a Material Adverse Effect that has not been disclosed in writing to Lender.

(j) Agreements . Debtor is not a party to any indenture, loan or credit agreement, or to any lease or other agreement or instrument, or subject to any charter or corporate or other organizational restriction which could reasonably be expected to have a Material Adverse Effect. Debtor is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument material to its business. The Sale Agreement is in full force and effect and no material default in the performance of any agreement or obligation thereunder by any party thereto has occurred and is continuing.

(k) Compliance with Laws . Debtor is not in violation of any Governmental Rules of any Governmental Authority or arbitrator, the violation of which could reasonably be expected to have a Material Adverse Effect.

(l) Taxes; Governmental Charges . Debtor has filed all federal, State and local tax reports and returns required by any law or regulation to be filed by it and has either duly paid all taxes, duties and charges indicated due on the basis of such returns and reports, or made adequate provision for the payment thereof, and the assessment of any material amount of additional taxes in excess of those paid and reported is not reasonably expected. Debtor has no knowledge of any pending investigation of Debtor, Enova or Seller by any taxing authority or any pending but unassessed tax liability.

(m) Security Interest . Debtor has and will have at all times full right, power and authority to grant a security interest in the Collateral to Lender in the manner provided herein, free and clear of any Lien, security interest or other charge or encumbrance other than Permitted Encumbrances.

(n) Location . Debtor’s chief executive office and the office where the records concerning the Collateral are kept are at its address set forth on the signature page hereof.

(o) Use of Proceeds; Margin Securities . Debtor is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of regulations of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock.

(p) Regulated Entities . Debtor is not (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940 or (ii) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any State public utilities code, or any other federal or State statute, rule or regulation limiting its ability to incur Debt, pledge its assets or perform its obligations under the Loan Documents.

(q) Foreign Assets Control Regulations and Anti-Money Laundering . Debtor shall not (a) be or become a Person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) engage in any dealings or transactions prohibited by Section 2 of such executive order, or otherwise be associated with any such Person in any manner violative of Section 2 of such executive order,

or (c) otherwise become a Person on the list of Specially Designated Nationals and Blocked Persons in violation of the any applicable limitations or prohibitions under any other United States Treasury Department’s Office of Foreign Assets Control (“ OFAC ”) regulation or executive order.

(r) Solvency . Debtor is, and after giving effect to any Advance will be, Solvent.

(s) Single Purpose Entity . Debtor hereby represents, warrants and covenants that Debtor has complied, and shall comply until payment in full of the Indebtedness, with its Constituent Documents, and Debtor shall engage in no other business other than consumer finance and business related to the ownership of the Consumer Loans.

7. Representations and Warranties Concerning the Collateral . Upon each Advance hereunder, Debtor hereby represents and warrants to Lender:

(a) Collateral . With respect to the Collateral at the time the Collateral becomes subject to the Lien in favor of Lender: (i) Debtor is the sole owner, free and clear of all Liens (except for Permitted Encumbrances), and shall be fully authorized to sell, transfer, pledge or grant a security interest in such Collateral; (ii) Debtor has maintained books and records pertaining to the Collateral in such detail, form and scope as is required by this Agreement; (iii) Lender has a perfected Lien on the Collateral (subject only to Permitted Encumbrances); (iv) to the best of Debtor’s knowledge, the representations and warranties of Seller in the Sale Agreement and the representations and warranties of each Originator in the Transfer Agreement, in each case, are true and correct; and (v) to the best of Debtor’s knowledge, the applicable Asset Servicer has delivered the Consumer Loan File to the Custodian.

(b) No Adverse Selection . The Consumer Loans sold or transferred to Debtor by Seller, and by Originators to Seller, have not been selected through the use of selection procedures that could reasonably be expected to adversely affect Lender or the Credit Facility; provided that selection procedures that merely reflect differing eligibility criteria shall not be deemed a violation of this provision.

(c) No Financing Statements or Control Agreements . Other than the financing statements and control agreements set forth in this Agreement, there are no other financing statements or control agreements covering any Collateral.

(d) Eligible Consumer Loan . To the knowledge of Debtor, each Consumer Loan included in the Consumer Loan Value is an Eligible Consumer Loan at the time of its sale to Debtor.

8. Covenants . Until all Indebtedness of Debtor under the Loan Documents is Indefeasibly Paid or performed, and Lender has no further commitment to make Advances under the Credit Facility, Debtor agrees and covenants as follows:

(a) Reporting Requirements . Debtor shall furnish or caused to be furnished to Lender:

(i) A s soon as available, and in any event within FORTY-FIVE (45) days after the end of each fiscal quarter of Enova, commencing with the FIRST (1st) fiscal quarter that is not a fiscal year of Debtor ending after the Effective Date, unaudited financial statements of Enova and its consolidated subsidiaries as of the end of such quarter; provided, that no such statements shall be separately delivered to the extent such statements have been publicly filed on Form 10-Q with the SEC;

(ii) As soon as available, and in any event within ONE HUNDRED TWENTY (120) days after the end of each fiscal year of Enova, commencing with the FIRST (1st) fiscal year of Debtor ending after the Effective Date, unaudited financial statements of Enova and its consolidated

subsidiaries as of the end of such fiscal year; provided, that no such statements shall be separately delivered to the extent such statements have been publicly filed on Form 10-K with the SEC;

(iii) Simultaneously with the delivery of the financial statements of Enova by clauses (i) and (ii) of this Section 8(a) , a certificate of a Responsible Officer on behalf of Debtor in the form of Exhibit B stating that such Responsible Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of Debtor during the period covered by such financial statements with a view to determining whether Debtor was in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Responsible Officer has no knowledge of, the existence or continuance during such period of an Event of Default or, if an Event of Default exists and is continuing, describing the nature and period of existence thereof and the action which Debtor proposes to take or have taken with respect thereto;

(iv) As soon as available and in any event not later than each Monthly Reporting Date, a Monthly Servicing Report from the Master Servicer, and the collateral data tape provided as Schedule A thereto, which shall each be current as of the end of the related Collection Period. If the Effective Date occurs on a date after the TWENTIETH (20 ^th ) day of the month of closing, then the first Monthly Servicing Report shall be due on the TWENTIETH (20 ^th ) day of the second month following the Effective Date (e.g., if the Effective Date is January 28, 2019, then the first Monthly Servicing Report shall be due on March 20, 2019);

(v) Promptly after submission to any Governmental Authority, unless such request is confidential, all documents and information furnished to a Governmental Authority in connection with any investigation of Debtor with respect to a Consumer Loan owned by Debtor other than routine inquiries by such Governmental Authority;

(vi) As soon as possible, and in any event within THREE (3) Business Days after the occurrence of an Event of Default or a Default, a written statement of a Responsible Officer on behalf of Debtor setting forth the details of such Event of Default or Default and the action which Debtor proposes to take with respect thereto;

(vii) Promptly after the commencement thereof but in any event not later than THREE (3) Business Days after service of process with respect thereto on, or the obtaining of knowledge thereof by, Debtor, notice of each action, suit or proceeding before any court, arbitrator or other Governmental Authority or other regulatory body which, if adversely determined, could reasonably be expected to have a Material Adverse Effect;

(viii) As soon as possible and in any event within THREE (3) Business Days after execution, receipt or delivery thereof, copies of any material notices that Debtor receives in connection with the Sale Agreement;

(ix) Prompt notice of the occurrence of a default by Seller in the performance of any material obligations with respect to the Sale Agreement; and

(x) Prompt notice of any and all claims made against Debtor that could have a Material Adverse Effect.

(b) Compliance with Laws; Cooperation with Licensing Diligence and Credit Analysis . Debtor shall comply in all material respects with applicable Consumer Financial Services Laws imposed by any Governmental Authority upon Debtor and its businesses, operations and properties where

the failure to perform or comply could have a Material Adverse Effect. Debtor shall, and shall cause Enova and its Subsidiaries to, cooperate with Lender and its advisers and consultants in connection with all reasonable requests and inquiries made by Lender and its advisers and consultants with respect to Lender’s due diligence of Debtor’s compliance with Consumer Financial Services Laws.

(c) Payment of Obligations . Debtor shall pay its obligations, including tax liabilities, that, if not paid, could become a Lien on any of the Collateral, before the same shall become delinquent or in default, except where such Lien would be a Permitted Encumbrance.

(d) Maintenance and Conduct of Business . Debtor shall (i) keep, maintain and preserve all property and assets material to the conduct of its business, and (ii) shall cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, agreements and franchises material to the conduct of its business. Debtor shall cause the Sale Agreement and the Servicing Agreement to remain in full force and effect and cause Seller to perform all of its obligations thereunder with respect to the Consumer Loans.

(e) Books and Records; Inspection Rights . Debtor shall keep proper books of record and account in which full, true and correct entries in all material respects are made of all transactions related to the Consumer Loans. Debtor shall, and shall cause each Originator to, permit any representatives designated by Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its (or such Originator’s) books and records, and to discuss its (or such Originator’s) affairs, finances and condition with its (or such Originator’s) officers and independent accountants, all at such reasonable times and as often as reasonably requested, but in no event more than once per quarter; provided, that upon the occurrence and during the continuation of an Event of Default, no such limit shall be applicable. In connection with such inspection, Debtor shall provide Lender and any designee of Lender with full access to data and information generated by the applicable system of record in order to view, monitor, reconcile and reproduce the credit and legal files demonstrating the existence of the Consumer Loans and Debtor’s exclusive ownership thereof, including all disbursement and payment activity in connection therewith. Lender shall comply with all applicable laws relating to viewing personal information relating to Consumer Loans.

(f) Compliance with Agreements . Debtor shall comply, in all material respects, with the Loan Documents to which it is a party and all material agreements, contracts and instruments binding on it or affecting the Collateral or its business.

(g) Ownership and Liens . Debtor shall maintain good title to the Collateral free and clear of all Liens, security interests, encumbrances or adverse claims, except for Permitted Encumbrances. Debtor shall defend at its expense Lender’s security interest in the Collateral against the claims of any third party.

(h) Notice of Pledge . Debtor shall, after the occurrence and during the continuation of an Event of Default, upon written request from Lender, cause each Consumer Loan Note evidencing a Consumer Loan to have conspicuously printed thereon a notation providing notice that such Consumer Loan Note has been pledged by Debtor to Lender.

(i) Collateral Deposit Account . Debtor shall cause Master Servicer and each Asset Servicer to deposit all payments relating to each Consumer Loan into the Collateral Deposit Account and shall cause Master Servicer and each Asset Servicer to hold all payments received in connection with each Consumer Loan in trust for Lender pending deposit into the Collateral Deposit Account.

(j) Fundamental Change . Debtor shall not (i) make any material change in the nature of its business as carried on as of the date hereof, (ii) liquidate, merge or consolidate with or into any other Person, or (iii) make a change in organizational structure or the jurisdiction in which it is organized.

(k) Indebtedness . Debtor (without the prior written consent of Lender not to be unreasonably withheld or delayed) shall not create, incur, assume or permit to exist any Debt except for the following (“ Permitted Indebtedness ”):

(i) The Indebtedness created hereunder; and

(ii) Unsecured Debt incurred in the ordinary course of business not to exceed FIFTY THOUSAND DOLLARS ($50,000 . 00 ).

(l) Transactions with Affiliates . Debtor shall not enter into any transaction, including the purchase, sale or exchange of property or the rendering of any service, with any Affiliate of Debtor, except in the ordinary course of and pursuant to the reasonable requirements of Debtor’s business and upon fair and reasonable terms no less favorable to Debtor than would be obtained in a comparable arm’s‑length transaction with a Person or entity not an Affiliate of Debtor.

(m) Dividends or Distribution . If an Event of Default shall have occurred and be continuing or if a Default shall have occurred and be continuing (each, a “ Blockage Event ”), Debtor shall not (i) declare or make any distribution, on account of any equity interest of Debtor, now or hereafter outstanding, or (ii) return any equity interest to any equity holders of Debtor, or make any other distribution of property, assets, obligations or securities thereto as such.

(n) Transfer or Encumbrance . Except as otherwise provided herein, Debtor shall not (i) sell, assign (by operation of law or otherwise), transfer, exchange, lease or otherwise dispose of any of the Collateral, (ii) grant a Lien or security interest in or execute, file or record any financing statement or other security instrument with respect to the Collateral, or (iii) deliver actual or constructive possession of any of the Collateral to any party other than Lender, Seller, Master Servicer or any Asset Servicer who is acting in its capacity as Seller pursuant to the Sale Agreement or Master Servicer or Asset Servicer pursuant to the Servicing Agreement; provided, however, that Debtor shall be entitled to sell, transfer or dispose of any Charged-Off Receivable without the consent of Lender, and such Charged-Off Receivable and any Collateral related thereto shall be automatically released from the Lien created by this Agreement without any further action by any Person. Lender shall execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as Debtor, as applicable, may reasonably request evidencing the termination of the Lien on such Charged-Off Receivables created by this Agreement.

(o) Impairment of Security Interest . Debtor shall not take any action that would in any manner impair the enforceability of Lender’s security interest in any Collateral.

(p) Compromise of Collateral . Debtor shall not adjust, settle, compromise, amend or modify any Collateral, except for Permitted Modifications; provided, however, that Lender may provide instructions that are inconsistent with such requirements but are in accordance with applicable laws upon the occurrence and during the continuation of an Event of Default. Debtor shall provide to Lender such information received from an Asset Servicer concerning (i) any adjustment, settlement, compromise, amendment or modification of any Collateral, and (ii) any claim asserted by any account debtor for credit, allowance, adjustment, dispute, setoff or counterclaim, as Lender may reasonably request from time to time.

(q) Certain Agreements . Debtor shall not agree to any amendment or any material change to or material waiver of any of its rights under the Sale Agreement, the Servicing Agreement or any other material contract relating to the Collateral.

(r) Limitations on Credit and Collection Policies . Debtor shall not permit Master Servicer to make any material change in the Servicing Standards, which change would, based upon the facts and circumstances in existence at such time, reasonably be expected to materially adversely affect the collectability, credit quality or characteristics of the Eligible Consumer Loans, taken as a whole, or the ability of Debtor to perform its obligations or the ability of Lender to exercise any of its rights and remedies, hereunder or under any other Loan Document.

(s) Loan Purchases . Debtor shall not purchase any Consumer Loans or make or pay dividends or distributions to any of Debtor’s equityholders with the funds from Advances on or after the date that an Amortization Event, Trigger Event, Regulatory Trigger Event, or LTV Trigger Event has occurred or is continuing.

(t) Electronic Storage . Debtor shall cause the Custodian to maintain possession, custody and control of all electronic records, documents and any instruments evidencing the Consumer Loans on behalf of Lender in accordance with the Servicing Agreement and this Agreement. Debtor shall identify (or shall cause Seller or the Custodian to identify) on the related electronic record the pledge of the Consumer Loans by Debtor to Lender.

(u) Back-Up Servicing . No later than THIRTY (30) days after the Effective Date, Debtor shall retain a third party backup servicer and enter into a backup servicing agreement (a “ Backup Servicing Agreement ”) as approved by Lender with respect to the Consumer Loans. After the occurrence of and during the continuation of an Event of Default, Lender may require that Backup Servicer have the sole right to manage all Collections with respect to the Consumer Loans. The Backup Servicing Agreement shall provide for the priority payment of the backup servicing fees, will contain customary representations, warranties and indemnities and be in form and substance reasonably acceptable to Debtor and Lender.

(v) Payments . Prior to the occurrence and during the continuation an Event of Default, on the TWENTIETH (20 ^th ) day (or the next succeeding Business Day if the 20th is not a Business Day) of each calendar month, commencing with the month in which the first Monthly Reporting Date occurs (each such date to be a “ Payment Date ”), Debtor shall distribute the balance of Collections on deposit in the Collateral Deposit Account with respect to the preceding Collection Period in the following order of priority:

(i) First, to the payment of any accrued and unpaid interest and fees due and owing to Lender since the preceding Payment Date, including, but not limited to, the fees set forth in Section 1(d) , including the Origination Fee, the Revolving Loans Non-Use Fee, the Delayed Draw Term Loans Non-Use Fee, and the Reporting Fee;

(ii) Second, to the financial institutions holding the Collateral Deposit Account or any other collection accounts or third party custodians for any accrued and unpaid fees, costs, indemnities and expenses relating to the Collateral Deposit Account, collection account or custodial account as are due and owing;

(iii) Third, to pay Master Servicer any earned but unpaid servicing fees that are due and to pay to Backup Servicer any required fees with respect to the Consumer Loans as may be permitted hereunder and as are due and owing;

(iv) Fourth, to pay any accrued and unpaid auditing costs incurred under Section 8(e) and other expenses agreed by the parties in writing to be paid from proceeds;

(v) Fifth, upon the occurrence and during the continuance of either (A) an Amortization Trigger Event or (B) an Event of Default (prior to Lender’s exercise of any remedies under Sections 11(a) or 11(c) ), to Lender, the amount necessary to pay the Indebtedness in full, applied first to the principal balance of the Revolving Loan until paid in full, and then to the Delayed Draw Term Loan;

(vi) Sixth, to Lender, the amount of any Optional Prepayment(s) and mandatory prepayments in connection with a Clean Up Call;

(vii) Seventh, to Lender, the amount, if any, by which (A) the sum of (1)(x) the Eligible Consumer Loan Pool as of the date on which the Monthly Servicing Report is delivered times (y) the Target LTV plus (2) the collections then on deposit in the Collateral Deposit Account is lower than (B) the outstanding principal amount of the Indebtedness after giving effect to the distributions set forth in clauses (i) through (vi) above;

(viii) Eighth, upon and during the continuance of a Trigger Event but prior to the occurrence of an Amortization Event, to the Collateral Deposit Account, any remaining amounts;

(ix) Ninth, after the Paydown Start Date, an amount that, when cumulated with all payments made on prior Payment Dates pursuant to this priority ninth , equals the product of (a) the unpaid principal balance of all Indebtedness under the Credit Facility as of the Paydown Start Date, (b) TEN PERCENT (10%) , and (c) the number of months which have expired since the Paydown Start Date;

(x) Tenth, to the Seller, to the extent so directed by Debtor, in payment of any unpaid purchase price for Consumer Loans sold to Debtor under the Sale Agreement;

(xi) Eleventh, to or at the direction of Debtor, any remaining amounts.

(w) Trigger Event . Upon the occurrence of a Trigger Event up to and including THIRTY (30) Business Days, Debtor shall immediately cease purchasing Consumer Loans. In addition, if after FIVE (5) Business Days from the occurrence of the Trigger Event Debtor has not cured the Trigger Event, then during this period the interest rate under the Notes shall increase by an additional THREE PERCENT (3%) (in no event to exceed the maximum amount of interest allowable by law). If the Trigger Event is cured after FIVE (5) Business Days but within THIRTY (30) Business Days, then the interest rate shall return to the interest rate stated in the Notes.

(x) Replacement of Ineligible Consumer Loans . If it is determined that a Consumer Loan was not, at the time of purchase by Debtor, an Eligible Consumer Loan (an “ Ineligible Consumer Loan ”), Debtor shall enforce the obligation of Seller under Section 3(b) of the Sale Agreement to repurchase such Ineligible Consumer Loan.

(y) Financial Covenants . Debtor shall cause Enova to comply at all times with the following financial covenants:

(i) Net Worth : Maintain a Net Worth as of the last day of each calendar quarter in an amount equal to or greater than the sum of: (a) TWO HUNDRED TWENTY FIVE MILLION DOLLARS ($225,000,000.00) , plus (b) TWENTY FIVE PERCENT (25%) of Enova’s Net Income for each fiscal quarter ending on or after March 31, 2019, plus (c) ONE HUNDRED PERCENT (100%) of the gross proceeds Enova and any Subsidiary receives from the issuance and sale of capital stock

of Enova and any Subsidiary (except for an issuance to Enova or any Subsidiary), including any conversion of debt securities of Enova and any Subsidiary into capital stock, which occurs after March 31, 2019 and results in an increase in Net Worth.

(ii) Minimum Liquidity : Maintain Liquidity as at the end of each calendar quarter of at least TWENTY MILLION DOLLARS ($20,000,000.00 ).

(iii) Leverage Ratio . Maintain a Leverage Ratio of less than 3.50 to 1.00, measured as of the last day of each calendar quarter.

(z) Income Verification . Debtor shall maintain its existing standards used to confirm the income of each Obligor and shall not alter, modify or change such existing standards in any respect without Lender’s prior consent, except to the extent that any such alteration, modification or change would not reasonably be expected to materially and adversely affect the ability of Debtor to receive Collections in the same manner (after taking into account any related actions that Debtor has taken or expects to take).

(aa) CNU Consumer Loans . Following the Effective Date, no CNU Consumer Loan may be transferred to Debtor or be counted in any calculation of Consumer Loan Value as an Eligible Consumer Loan unless such CNU Consumer Loan is subject to a CNU Servicing Policy and Underwriting Guidelines which have been approved by Lender, in its Permitted Discretion, and filed financing statements with the Secretary of State of the State of Delaware covering the Collateral that is CNU Consumer Loans naming each Originator of CNU Consumer Loans as seller/debtor and Seller as buyer/assignor secured party.

9. Rights of Lender . Lender shall have the rights contained in this Section 9 at all times until the Indebtedness has been Indefeasibly Paid.

(a) Financing Statements . Debtor hereby authorizes Lender to file, without the signature of Debtor, one or more financing or continuation statements, and amendments thereto, relating to the Collateral.

(b) Power of Attorney . So long as the Indebtedness is outstanding, Debtor hereby irrevocably appoints Lender as Debtor’s attorney‑in‑fact, such power of attorney being coupled with an interest, with full authority in the place and stead of Debtor and in the name of Debtor or otherwise, from time to time following the occurrence and during the continuation of an Event of Default in Lender’s Permitted Discretion, to take any action and to execute any instrument which Lender may deem necessary or appropriate to accomplish the purposes of this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until the Loans and other Indebtedness under the Loan Documents are paid in full and all of the Loan Documents are terminated.

(c) Performance by Lender . If Debtor fails to perform any agreement or obligation provided for in any Loan Document, Lender may itself perform, or cause performance of, such agreement or obligation, and the expenses of Lender incurred in connection therewith shall be a part of the Indebtedness, secured by the Collateral and payable by Debtor on demand.

(d) Collection of Consumer Loans; Management of Collateral . Nothing herein contained shall be construed to constitute Lender as agent of Debtor for any purpose whatsoever, and Lender shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any

part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Lender shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Consumer Loans or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Lender, by any provision herein or in any assignment or otherwise, does not assume any of the obligations under any contract or agreement assigned to Lender and shall not be responsible in any way for the performance by Debtor of any of the terms and conditions thereof.

10. Events of Default . Each of the following shall constitute an “ Event of Default ” under this Agreement:

(a) Payment Default . The failure, refusal or neglect of Debtor to pay any part of the principal of, or interest on, the Indebtedness owing to Lender by Debtor, on or before the date that is TWO (2) Business Days after the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise.

(b) Performance or Warranty Default . The failure of Debtor to timely and properly observe, keep or perform in all material respects any covenant, agreement, warranty or condition required herein or in any of the other Loan Documents, (other than with respect to a payment default as set forth in Section 10(a) , a default under Section 8(y) , a default under Section 4 of the Limited Indemnity Agreement, a Regulatory Trigger Event, or a LTV Trigger Event), which is not cured within THIRTY (30) Business Days following written notice from Lender to Debtor; provided, that (i) if such default cannot be cured within THIRTY (30) Business Days, (ii) Debtor has, within such period, taken such actions as are reasonably necessary and appropriate to cure such default, and (iii) Debtor shall continue to diligently pursue such actions, such cure period shall be extended for a period of thirty (30) days following written notice from Lender to Debtor.

(c) Representations . Any representation contained herein or in any of the other Loan Documents made by Debtor is false or misleading in any material respect and remains unremedied for a period of THIRTY (30) Business Days from the discovery by Debtor or receipt of notice thereof from Lender.

(d) Default Under Other Indebtedness . The occurrence of any event which results in the acceleration of the maturity of any indebtedness for borrowed money in an aggregate principal amount in excess of ONE MILLION DOLLARS ($1,000,000) owing by Debtor to any third party under any agreement or understanding.

(e) Insolvency . If Debtor (i) becomes insolvent, or makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due; (ii) generally is not paying its debts as such debts become due; (iii) has a receiver, trustee or custodian appointed for, or take possession of, all or substantially all of its assets, either in a proceeding brought by it or in a proceeding brought against it and such appointment is not discharged or such possession is not terminated within NINETY (90) days after the effective date thereof or it consents to or acquiesces in such appointment or possession; (iv) files a petition for relief under the United States Bankruptcy Code or any other present or future federal or State insolvency, bankruptcy or similar laws (all of the foregoing hereinafter collectively called “ Applicable Bankruptcy Law ”) or an involuntary petition for relief is filed against it under any Applicable Bankruptcy Law and such involuntary petition is not dismissed within NINEty (90) days after the filing thereof, or an order for relief naming it is entered under

any Applicable Bankruptcy Law, or any composition, rearrangement, extension, reorganization or other relief of debtors now or hereafter existing is requested or consented to by it; or (v) fails to have discharged within a period of NINETY (90) days any attachment, sequestration or similar writ levied upon all or substantially all of its property.

(f) Judgment . The entry of any judgment against Debtor or the issuance or entry of any attachments or other Liens (other than Permitted Encumbrances) against any of the property of Debtor for an amount in excess of (i) in the case of any individual judgment, FIFTY THOUSAND DOLLARS ($50,000.00) or (ii) in the case of all judgments taken in the aggregate, TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) , in each case if uninsured, undischarged, unbonded or undismissed on the date on which such judgment could be executed upon.

(g) Action of Lien Holder . The holder of any Lien or security interest on any of the Collateral (without hereby implying the consent of Lender to the existence or creation of any such Lien or security interest on the Collateral) declares a default thereunder or institutes foreclosure or other proceedings for the enforcement of its remedies thereunder and is not being contested in good faith by Debtor.

(h) Material Adverse Effect . Any event shall have occurred or is continuing which shall have had a Material Adverse Effect.

(i) Seller Default . Seller shall default in the performance of any material obligation to Debtor with respect to any Consumer Loan (a “ Subject Consumer Loan ”) which is not cured within THIRTY (30) days following written notice from Lender to Debtor; provided, that (i) if such default cannot be cured within THIRTY (30) days, (ii) Seller has, within such period, taken such actions as are reasonably necessary and appropriate to cure such default, and (iii) Seller shall continue to diligently pursue such actions, such cure period shall be extended for a period of an additional thirty (30) days; and provided, further, that if Seller repurchases any such Subject Consumer Loan, no default shall have been deemed to occur under this Section 10(i) .

(j) Loan Documents . The Loan Documents shall at any time after their execution and delivery and for any reason cease (1) to create a valid and perfected FIRST (1 ^st ) priority security interest in and to the Collateral; or (2) to be in full force and effect or shall be declared null and void, or (3) the validity or enforceability of this Agreement shall be contested by Debtor or any other Person party hereto.

(k) Enova Financial Covenants . Enova fails to comply with the financial covenant requirements set forth in Section 8(y) .

11. Remedies and Related Rights . If an Event of Default shall have occurred, Lender may exercise one or more of the rights and remedies provided in this Section 11 , without limiting any other rights and remedies provided herein, under any of the Loan Documents or otherwise available to Lender.

(a) Remedies . Upon the occurrence of any one or more Events of Default, Lender may, by notice to Debtor, declare the entire unpaid principal balance of the Notes, together with all accrued but unpaid interest thereon, and all other Indebtedness owing to Lender by Debtor at such time to become immediately due and payable without further notice, demand, presentation, notice of dishonor, notice of intent to accelerate, notice of acceleration, protest or notice of protest of any kind, all of which are expressly waived by Debtor; provided, however, concurrently and automatically with the occurrence of an Event of Default under Section 10(e) , further Advances under the Loan Documents shall automatically cease, the Indebtedness at such time shall, without any action by Lender, become due and payable, without further

notice, demand, presentation, notice of dishonor, notice of acceleration, notice of intent to accelerate, protest or notice of protest of any kind, all of which are expressly waived by Debtor.

(b) Other Remedies . Upon the occurrence of and during the continuance of an Event of Default, Lender may from time to time at its Permitted Discretion, without limitation and without notice except as expressly provided in any of the Loan Documents:

(i) Exercise in respect of the Collateral all the rights and remedies of a secured party under the Code (whether or not the Code applies to the affected Collateral);

(ii) Require Debtor to, and Debtor hereby agrees that it will at its expense and upon request of Lender, assemble the Collateral as directed by Lender and make it available to Lender at a place to be designated by Lender which is reasonably convenient to both parties;

(iii) Reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest granted hereunder by any available judicial procedure;

(iv) Sell or otherwise dispose of, at its office, on the premises of Debtor or elsewhere, the Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale or other disposition of any part of the Collateral shall not exhaust Lender’s power of sale, but sales or other dispositions may be made from time to time until all of the Collateral has been sold or disposed of or until the Indebtedness has been paid and performed in full), and at any such sale or other disposition it shall not be necessary to exhibit any of the Collateral;

(v) Buy the Collateral, or any portion thereof, at any public sale;

(vi) Buy the Collateral, or any portion thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;

(vii) Apply for the appointment of a receiver for the Collateral, and Debtor hereby consents to any such appointment; and

(viii) At its option, retain the Collateral in satisfaction of the Indebtedness whenever the circumstances are such that Lender is entitled to do so under the Code or otherwise.

Debtor agrees that in the event Debtor is entitled to receive any notice under the Code, as it exists in the State governing any such notice, of the sale or other disposition of any Collateral, reasonable notice shall be deemed given when such notice is deposited in a depository receptacle under the care and custody of the United States Postal Service, postage prepaid, at Debtor’s address set forth on the signature page hereof, ten (10) days prior to the date of any public sale, or after which a private sale, of any of such Collateral is to be held. Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(c) Application of Proceeds . Notwithstanding Section 8(v) , if any acceleration of Indebtedness hereunder shall have occurred pursuant to Section 11(a) hereof, Lender may at its Permitted Discretion apply or use any cash held by Lender as Collateral, and any cash proceeds received by Lender in respect of any sale or other disposition of, collection from, or other realization upon, all or any part of the Collateral in the following order of priority:

(i) First, to the repayment or reimbursement of the reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Lender in connection with (1) the administration of the Loan Documents, (2) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, the Collateral, and (3) the exercise or enforcement of any of the rights and remedies of Lender hereunder;

(ii) Second, to the payment or other satisfaction of any Liens and other encumbrances upon the Collateral;

(iii) Third, to the payment in full of the Revolving Loan,

(iv) Fourth, to the payment in full of the Delayed Draw Term Loan;

(v) Firth, to the satisfaction of any other Indebtedness, including payment of any accrued but unpaid fees and expenses due to the Asset Servicer, Backup Servicer, the financial institutions holding the Collateral Deposit Account, any third party custodians and any parties in connection with in audit;

(vi) Sixth, to the payment of any other amounts required by applicable law; and

(vii) Seventh, by delivery to Debtor or any other party lawfully entitled to receive such cash or proceeds, whether by direction of a court of competent jurisdiction or otherwise.

(d) License . Following the occurrence and during the continuance of an Event of Default, Lender is hereby granted a license or other right to use, without charge, Debtor’s name or any property of a similar nature as it pertains to the Collateral.

(e) Deficiency . In the event that the proceeds of any sale of, collection from, or other realization upon, all or any part of the Collateral by Lender are insufficient to pay all amounts to which Lender is legally entitled, Debtor (unless otherwise provided) shall be liable for the deficiency, together with interest thereon as provided in the Loan Documents.

(f) Non‑Judicial Remedies . In granting to Lender the power to enforce its rights hereunder without prior judicial process or judicial hearing, Debtor expressly waives, renounces and knowingly relinquishes any legal right which might otherwise require Lender to enforce its rights by judicial process. Nothing herein is intended to prevent Lender or Debtor from resorting to judicial process at either party’s option.

(g) Other Recourse . Debtor authorizes Lender, without notice or demand and without any reservation of rights against Debtor and without affecting Debtor’s liability hereunder or on the Indebtedness, to take or hold any other property of any type from any third party as security for the Indebtedness, and exchange, enforce, waive and release any or all of such other property.

(h) Waiver of Default; Cumulative Remedies . No failure on the part of Lender to exercise, no delay in exercising and no course of dealing with respect to, any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided for in this Agreement and the other Loan Documents are cumulative and not exclusive of any rights and remedies provided by law.

(i) Equitable Relief . Debtor recognizes that in the event Debtor fails to pay, perform, observe or discharge any or all of the Indebtedness, any remedy at law may prove to be inadequate relief to Lender. Debtor therefore agrees that Lender, if Lender so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

12. Indemnity . Debtor hereby indemnifies and agrees to hold harmless Lender, and its officers, directors, employees, agents and representatives (each an “ Indemnified Person ”) from and against any and all liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature (other than consequential damages and loss of anticipated profits or earnings) (collectively, the “ Claims ”) which may be imposed on, incurred by, or asserted against, any Indemnified Person arising in connection with the Loan Documents, the Indebtedness or the Collateral (including the enforcement of the Loan Documents and the defense of any Indemnified Person’s actions or inactions in connection with the Loan Documents). WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH PERSON OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE CAUSED BY SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT. The indemnification provided for in this Section 12 shall survive the termination of this Agreement and shall extend and continue to benefit each individual or entity that is or has at any time been an Indemnified Person hereunder.

13. Limitation of Liability . Notwithstanding anything in this Agreement or the other Loan Documents to the contrary (including Section 12 of this Agreement), in no event shall Debtor be liable to Lender or any of its Affiliates for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses.

14. No Duty . All attorneys, accountants, appraisers and other professional Persons and consultants retained by Lender shall have the right to act exclusively in the interest of Lender and shall have no duty of disclosure, duty of loyalty, duty of care or other duty or obligation of any type or nature whatsoever to Debtor or any of Debtor’s equity holders or any other Person. Documents in connection with the transactions contemplated hereunder have been prepared by HUSCH BLACKWELL LLP (“ Lender’s Counsel ”). Debtor acknowledges and understands that Lender’s Counsel is acting solely as counsel to Lender in connection with the transaction contemplated herein, is not representing Debtor in connection therewith, and has not, in any manner, undertaken to assist or render legal advice to Debtor with respect to this transaction. Debtor has been advised to seek other legal counsel to represent its interests in connection with the transactions contemplated herein.

15. Assignment; Successors; Lender Participations .

(a) Assignment; Successors . This Agreement shall be binding upon and inure to the benefit of Lender and Debtor, and their respective successors and assigns, provided, however, that neither Debtor nor Lender may, without the prior written consent of the other party, assign any rights, powers, duties or obligations under this Agreement or any of the other Loan Documents; provided further that any

assignment to an Affiliate of Lender upon notice to Debtor shall be permitted without Debtor’s consent; provided, further, that neither Lender nor any subsequent assignee of a Note shall make any assignment of any such Note to any Person if such Person is not a Qualified Purchaser at the time of such assignment. No such assignment made without the prior consent of the other party to the extent required shall relieve Debtor or Lender, as applicable, of any of its obligations hereunder, and no assignment permitted hereunder shall relieve Debtor or Lender, as applicable, from any obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein).

(b) Lender Participations . Lender may sell participations in or to all or a portion of its rights and obligations under this Agreement (including in the Loan), the Notes and the other Loan Documents to one or more parties that is not a competitor of Seller (each, a “ Participant ”) without the consent of Debtor. Notwithstanding Lender’s sale of a participation interest, Lender’s obligations hereunder shall remain unchanged. Debtor shall continue to deal solely and directly with Lender, which shall remain the holder of the Indebtedness. Lender shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”). The entries in the Participant Register shall be conclusive absent manifest error, and 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.

16. Notices . All notices, requests, demands or other communications required or permitted to be given pursuant to this Agreement shall be in writing and given by (a) electronic or facsimile transmission, (b) personal delivery, (c) expedited delivery service with proof of delivery or (d) United States mail, postage prepaid, registered or certified mail, return receipt requested, sent to the intended addressee at the address set forth on the signature page hereof and shall be deemed to have been received either, in the case of personal delivery, as of the time of personal delivery, in the case of expedited delivery service, as of the time of the expedited delivery and in the manner provided herein, or in the case of mail, upon the third day after deposit in a depository receptacle under the care and custody of the United States Postal Service. Any party shall have the right to change its address for notice hereunder to any other location within the continental United States by notice to the other party of such new address.

17. GOVERNING LAW; VENUE; SERVICE OF PROCESS . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. ANY ACTION OR PROCEEDING AGAINST DEBTOR UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT WITHIN THE CITY OF NEW YORK AND BOROUGH OF MANHATTAN (THE “ VENUE SITE ”). DEBTOR HEREBY IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS, AND (B) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. DEBTOR AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS IN THIS AGREEMENT. NOTHING IN ANY OF THE OTHER LOAN DOCUMENTS SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

18. Invalid Provisions . If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and the remaining

provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance.

19. Conflicts . Except as otherwise expressly provided in the Notes, in the event any term or provision of this Agreement is inconsistent with or conflicts with any provision of the other Loan Documents, the terms and provisions contained in this Agreement shall be controlling.

20. Captions; Counterparts; Facsimile Signatures . The captions in the Loan Documents are intended for convenience and reference only and shall not affect the meaning or interpretation of the Loan Documents. This Agreement and any waiver or amendment hereto may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Agreement and each of the other Loan Documents may be executed and delivered by telecopier or other facsimile transmission all with the same force and effect as if the same was a fully executed and delivered original manual counterpart. Delivery of an executed signature page of this Agreement and each of the other Loan Documents by facsimile transmission or e‑mail shall be as effective as delivery of a manually executed counterpart hereof.

21. Survival . All representations and warranties made in this Agreement or in any document, statement, or certificate furnished in connection with this Agreement shall survive the execution and delivery of this Agreement, and no investigation by Lender or any closing shall affect the representations and warranties or the right of Lender to rely upon them.

22. Waiver of Right to Trial by Jury . THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM THAT RELATES TO OR ARISES OUT OF THIS AGREEMENT OR THE ACTS OR FAILURE TO ACT OF OR BY LENDER IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT.

23. PATRIOT Act Notice . Lender hereby notifies Debtor that pursuant to the requirements of Section 326 of the USA PATRIOT Act of 2001, 31 U.S.C. §5318 (the “ PATRIOT Act ”), that Lender is required to obtain, verify and record information that identifies Debtor, which information includes the name and address of Debtor and other information that will allow such Lender to identify Debtor in accordance with the PATRIOT Act.

24. Independence 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 be otherwise within the limitations of, another covenant shall not affect any such other covenant.

25. Relationship of Debtor and Seller . Lender acknowledges that Debtor does not own any equity in Seller, does not control any of the voting equity of Seller and does not otherwise manage Seller. Accordingly, to the extent that this Agreement provides that Debtor will cause Seller to take or not take any actions, the provisions in the Sale Agreement shall control any such actions.

26. Amendments and Waivers . No amendment or waiver of any provision of this Agreement, or consent to any departure therefrom by Lender and Debtor, shall in any event be effective unless the same shall be in writing and signed by Lender and Debtor and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

27. Termination . This Agreement shall continue in full force and effect until the earlier of (a) the Maturity Date or (b) the date on which Lender accelerates the Loans following the occurrence and during the continuance of an Event of Default. Notwithstanding any provision of any other Loan Document, no termination of this Agreement shall affect Lender’s rights or any of the Indebtedness existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Indebtedness (other than indemnity obligations of Debtor under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and Indefeasibly Paid. Except for the release of Liens for any Consumer Loans as provided hereunder, the Liens granted to Lender under this Agreement, the financing statements filed pursuant hereto and the rights and powers of Lender shall continue in full force and effect until all of the Indebtedness (other than indemnity obligations of Debtor under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and Indefeasibly Paid.

28. Qualified Purchaser . Lender represents that, as of the Effective Date, it is a Qualified Purchaser.

NOTICE OF ENTIRE AGREEMENT

THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature pages follow]

AGREED as of the Effective Date.

LENDER:

PCAM CREDIT II, LLC

By: Park Cities Specialty Finance Fund, LP

By: Park Cities Specialty GP LLC, its general partner

By: Park Cities Asset Management LLC, its sole member

By:

Name:J. Andrew Thomas
Title:Manager

ADDRESS:

8214 Westchester Drive, Suite 910
Dallas, TX 75225

WITH COPIES OF NOTICES

TO:

Husch Blackwell LLP
1900 Pearl Street, Suite 1800
Dallas, TX 75201
Attention: Steven S. Camp

DEBTOR:

EFR 2016-2, LLC

By:

Name:David Fisher
Title:President

ADDRESS:

175 W. Jackson Blvd.
Suite 1000
Chicago, IL 60604

WITH COPIES OF NOTICES

TO:

Enova International, Inc.
175 W. Jackson Blvd.
Suite 1000
Chicago, IL 60604
Attention: General Counsel

Documents Prepared By:

Husch Blackwell LLP
1900 Pearl Street, Suite 1800
Dallas, TX 75201
Steven S. Camp
214-999-6180

[Signature Page to Loan and Security Agreement]

EXHIBIT A

FORM OF MONTHLY SERVICING REPORT
As set forth on Exhibit B to the Servicing Agreement

A-1

EXHIBIT B

FORM OF QUARTERLY CERTIFICATION
[________], 20[__]

Pursuant to that certain LOAN AND SECURITY AGREEMENT (as amended, modified or restated from time to time, the “ Loan Agreement ”) dated as of February 25, 2019 , by and between PCAM CREDIT II, LLC , a Delaware limited liability company (together with its successors and assigns, “ Lender ”) and EFR 2016-2, LLC , a Delaware limited liability company (“ Debtor ”), the undersigned Responsible Officer hereby certifies on behalf of Debtor that such Responsible Officer has reviewed the provisions of the Loan Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of Debtor during the quarter ended [_________], 20[__] with a view to determining whether Debtor was in compliance with all of the provisions of the Loan Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Responsible Officer has no knowledge of, the existence or continuance during such period of an Event of Default or, if an Event of Default exists and is continuing, describing the nature and period of existence thereof and the action which Debtor proposes to take or have taken with respect thereto. Defined terms used but not defined herein shall have the meanings given such terms in the Loan Agreement.

Financial Covenants :

Net Worth : Enova and any Subsidiary has maintained a Net Worth as of the last day of each calendar quarter in an amount equal to or greater than the sum of: (a) Two Hundred Twenty Five Million ($225,000,000.00), plus (b) Twenty Five Percent (25%) of Enova’s Net Income for each fiscal quarter ending on or after March 31, 2019, plus (c) One Hundred Percent (100%) of the gross proceeds Enova and any Subsidiary receives from the issuance and sale of capital stock of Enova and any Subsidiary (except for an issuance to Enova or any Subsidiary), including any conversion of debt securities of Enova and any Subsidiary into capital stock, which occurs after March 31, 2019 and results in an increase in Net Worth.

Yes: ________________ No: ________________

Minimum Liquidity : Enova and any Subsidiary has maintained minimum Liquidity as at the end of this calendar quarter of at least Twenty Million Dollars ($20,000,000.00).

Yes: ________________ No: ________________

Leverage Ratio . Enova and any Subsidiary has maintained a Leverage Ratio of less than 3.50 to 1.00, measured as of the last day of this calendar quarter.

Yes: ________________ No: ________________

EXECUTED as of the date first written above.

EFR 2016-2, LLC

By:

Name:

Title:

B-1

EXHIBIT C

FORM OF REQUEST FOR ADVANCE


PCAM CREDIT II, LLC	Advance Request No. __________
8214 Westchester Drive, Suite 910
Dallas, TX 75225

Ladies and Gentlemen:

The undersigned (the “ Debtor ”) executes and delivers this request for Advance (the “ Request ”) as of _________, 20__, in connection with this Agreement (as amended, restated or extended from time to time, the “ Loan Agreement ”), dated as of February 25, 2019 by and between PCAM CREDIT II, LLC , a Delaware limited liability company (together with its successors and assigns, “ Lender ”), and EFR 2016-2, LLC , a Delaware limited liability company (“ Debtor ”). All capitalized terms used but not defined in this Request shall have the meanings herein they are given in the Loan Agreement.

Pursuant to Section 2(b) of the Loan Agreement, Debtor hereby requests an Advance from Lender in the amount of $______________ on _________, 20__ under the [Delayed Draw Term Note or the Revolving Note].

Debtor hereby requests that the Advance be wired to Debtor in immediately available funds on the funding date of ___________, 20__ to the Collateral Deposit Account.

Debtor hereby represents and certifies to Lender as follows:

1.	As of the date of this Request, no Default or Event of Default exists and each of the conditions to the requested Advance set forth in the Loan Agreement, has been satisfied or otherwise waived by Lender.

2.	Debtor ’ s representations and warranties set forth in the Loan Agreement and the other Loan Documents in favor of Lender are true and accurate in all material respects as of the date of this Request (except those representations and warranties made as of a specific date).

As of the funding date, (i) each Consumer Loan that will be purchased by Debtor from Seller, to the best of Debtor ’ s knowledge, will be an Eligible Consumer Loan and (ii) the Consumer Loan Value of the Eligible Consumer Loans to be purchased by Debtor with the proceeds of the Advance will be greater than or equal to the amount of the Advance.

4.	In relation to each Consumer Loan identified in the attached Schedule A , all required Consumer Loan Documents have been or will be delivered to the Asset Servicer prior to the date of the requested Advance in accordance with the Loan Agreement.

As of the date of this Request, the sum of the outstanding principal under the Loan (after giving effect to the Advance and pledge to be made on such date pursuant to this Request) plus the amount requested in any outstanding but unfunded requests for Advance does not violate Section 2(a) of the Loan Agreement.

[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS]

C-1

IN WITNESS WHEREOF, Debtor has duly executed this document as of the date first written above.

EFR 2016-2, LLC

By: ________________________________

Name:

Title:

C-2

Exhibit 10.2

ENOVA INTERNATIONAL, INC.
SECOND AMENDED AND RESTATED

2014 LONG-TERM INCENTIVE PLAN AWARD AGREEMENT

SPECIAL GRANT OF

NONQUALIFIED STOCK OPTION
WITH A LIMITED STOCK APPRECIATION RIGHT

This Second Amended and Restated 2014 Long-Term Incentive Plan Award Agreement for a Special Grant of Nonqualified Stock Option with a Limited Stock Appreciation Right (the “ Agreement ”) is entered into by and between Enova International, Inc. (the “ Company ”) and accepted by _____ (“ Optionee ”).

W I T N E S S E T H:

WHEREAS , the Company has adopted the Second Amended and Restated 2014 Enova International, Inc. Long-Term Incentive Plan, (the “ Plan ”), which is administered by the Committee; and

WHEREAS , pursuant to Section 6 and Section 7 of the Plan, the Committee desires that the Company grant to Optionee a Nonqualified Stock Option (the “ Option ”) award (the “ Award ”) with a Limited Stock Appreciation Right (as defined in Section 10(b) below) to encourage Optionee’s continued loyalty and diligence;

NOW, THEREFORE , for and in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Grant of Option . As of _____ (the “ Grant Date ”), the Company, for and on behalf of the Affiliate that employs Optionee, hereby grants Optionee the Option to acquire shares of the Common Stock of the Company (“ Shares ”) pursuant to the Plan. The Option granted hereby shall be effective immediately but its exercise and vesting are contingent upon the delivery of an executed counterpart of this Agreement to the Company by the Optionee (the date of such delivery shall be the “Contingency Date”).

2. Employment Definitions .

(a) “ Cause ” shall be determined in the sole discretion of the Committee and shall mean the occurrence of any one or more of the following:

(i) fraud, malfeasance, negligence, dishonesty, or willful misconduct with respect to the Company;

(ii) refusal or repeated failure to follow the established reasonable and lawful policies of the Company and its Affiliates applicable to persons in your same or similar position; or

(iii) conviction of a felony.

(b) “ Employment ” or “ Employed ” refers, for all purposes of this Agreement, to Optionee’s employment by the Company or by any entity that is an Affiliate at the relevant time.

3. Exercise Price . The exercise price of the Option is $ _____ per share (the “ Exercise Price ”), which is the Fair Market Value per Share on the Grant Date, as determined by the Committee in accordance with the requirements of Treasury Regulation Section 1.409A-1(b)(5)(iv).

4. Exercisability Schedule . Except as otherwise provided in Sections 6 and 7 of this Agreement, the Option shall become exercisable in whole or in part and cumulatively according to the following schedule; provided in each case that Optionee has remained continuously employed by the Company or an entity that is an Affiliate on the applicable vesting date through the applicable date(s):

_____ Options - on and after the first anniversary of the Grant Date;

_____ Options - on and after the second anniversary of the Grant Date; and

_____ Options - on and after the third anniversary of the Grant Date.

5. Transferability . The Option and Limited Stock Appreciation Right are not transferable otherwise than by will or laws of descent and distribution and during the lifetime of Optionee are exercisable only by Optionee, unless the Committee, in the exercise of its sole discretion and if permitted by the Plan and applicable law, designates in writing certain conditions under which the Option and/or the Limited Stock Appreciation Right may be transferred.

6. Change in Control .

(a) Acceleration of Exercisability . If, within 12 months after the occurrence of a Change in Control (as defined below), Optionee has a Qualifying Termination (as defined below) the Option shall automatically become exercisable in full as of the date of the Qualifying Termination as long as Optionee has remained continuously employed by the Company or an Affiliate from the Grant Date through the date of such Qualifying Termination. Notwithstanding the foregoing, i n o r d e r to p r e s e r v e the Optionee’s r i g hts und e r the Option in the e v e nt of a Ch a n g e in Control, t h e Com m i t tee in i t s disc re t i on a nd without the c onse n t of the Optionee m a y , a t t h e t i me the Option is granted or a n y t i me t h e r e a ft e r, take one o r more of t h e followi n g a c t i ons: (i) p r ovide f o r the ac c e le ra t i on o f a n y t i me p e riod r e lating to the e x e r c ise or v e st i n g of t h e Option, (ii) p r ovide f o r t he pur c h a se or t e rmin a t i on of the Option for a n a mount of ca sh o r oth e r p r op e r t y that c ould h a ve b ee n r e c e ived upon t h e e x e r c ise or r e a l iz a t i on of the Option h a d the Option b e e n c u r r e nt l y e x e r c isable or p a y a ble, (iii) a djust the te r ms of the Option in a man n e r d e te r m i n e d b y the Com m i t tee to r e fl ec t the Ch a n ge in Control, (iv) ca use the Option to be a ssu m e d, o r n e w r i g hts subs t i t uted the re fo r e , b y a nother e nt i t y , or (v) make s u c h other p r ovis i on a s t h e Com m i t tee m a y c onsi d e r e qui t a ble a nd in t h e b e st in t e r e sts of the Compa n y . No ac t i ons m a y b e tak e n und e r th i s Section 6(a) that would ca use the Optionee to b ec ome subj ec t t o tax und e r Code S ec t i on 409A (a ) ( 1 ) . For purposes of this Section 6(a), the following terms shall have the following meanings:

(i) “ Cause ” shall be determined solely by the Company or the Committee (and, if Optionee is an officer of the Company, only by the Committee) in the exercise of good faith and reasonable judgment, and shall mean the occurrence of any one or more of the following:

(a) Optionee’s willful and continued failure to substantially perform Optionee’s duties with the Company or an Affiliate (other than any such failure resulting from the Optionee’s disability); or

(b) Optionee’s conviction of a felony; or

(c) Optionee willfully engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; provided, however, no act or failure to act on the Optionee’s part shall be deemed “ willful ” unless done, or omitted to be done, by the Optionee not in good faith and without reasonable belief that the action or omission was in the best interests of the Company.

(ii) “ Change in Control ” shall mean an event that is a change in the ownership of the Company, a change in the effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all as defined in Code §409A and applicable guidance issued thereunder (“ Code §409A ”). Notwithstanding the above, a “ Change in Control ” shall not include any event that is not treated under Code §409A as a change in control event with respect to Optionee. Notwithstanding the incorporation of certain provisions from the Treasury Regulations under Code §409A, the Company intends that this Option be exempt from Code §409A under the exemption for stock options and stock appreciation rights under Treasury Regulations Section 1.409A-1 (b)(5)(i)(A) and 1.409A-1(b)(5)(i)(B).

(iii) “ Qualifying Termination ” shall mean a separation from service (as defined in Treasury Regulation Section 1.409A-1(h)(1)) resulting from the Company’s or an Affiliate’s involuntary termination of Optionee’s employment, other than a termination for Cause.

(b) Cash America Ownership . Notwithstanding the foregoing, neither a change in ownership nor a change in effective control shall be considered to have occurred as a result of any acquisition or disposition of the Company’s stock by, or an increase in the percentage of the Company’s stock owned by, Cash America International, Inc. or any entity required to be aggregated with Cash America International, Inc. under Code Sections 414(b) or 414(c). For clarification purposes and without limiting the foregoing, the acquisition or disposition of the Company’s stock in a public offering or sale or in a spinoff transaction by Cash America International, Inc. shall not result in a Change in Control unless required by Code §409A.

(c) Substitution . Notwithstanding anything set forth herein to the contrary, upon a Change in Control, the Committee, in its sole discretion, may, in lieu of issuing Common Stock, provide Optionee with an equivalent amount payable in the form of cash.

(d) Effect of Other Agreements . In the event that Optionee is a party to an employment, severance, change in control or other similar agreement with the Company or its Affiliates that provides for vesting of stock-based awards upon a Change in Control or termination of employment following a Change in Control, this Section 6 shall not supersede such other

agreement, and Optionee shall be entitled to the benefits of both this Agreement and such other agreement.

7. Termination of Option .

(a) The unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following:

(i) ninety (90) days after the Grant Date, if the Contingency Date has not occurred by such date;

(ii) three (3) months after the date of termination of Optionee’s employment with the Company and all of its Affiliates for any reason other than (A) death or mental or physical disability as determined by a medical doctor satisfactory to the Committee or (B) for Cause;

(iii) six (6) months after the date of termination of Optionee’s employment with the Company and all of its Affiliates by reason of mental or physical disability as determined by a medical doctor satisfactory to the Committee;

(iv) (A) one (1) year after the date of termination of Optionee’s employment with the Company and all of its Affiliates by reason of death of Optionee, or (B) six (6) months after the date on which Optionee shall die if that shall occur during the three-month period described in Subsection 7(a)(i) or the six-month period described in Subsection 7(a)(ii);

(v) the date on which Optionee’s employment with the Company or an Affiliate is terminated for Cause;

(vi) the seventh anniversary of the Grant Date; and

(vii) the seventh day after the Grant Date if shares of Company Common Stock are not publicly tradable on an Exchange on or before such date.

(b) The Committee in its sole discretion shall have the power to cancel, effective upon the date determined by the Committee in its sole discretion, all or any portion of the Option which is then exercisable upon payment to Optionee of cash in an amount equal to the excess of (i) the aggregate Fair Market Value of the Shares subject to such portion of the Option on the effective date of the cancellation over (ii) the aggregate Exercise Price of such portion of the Option.

8. Manner of Exercise of Option . The Option (or any portion thereof) shall be exercised by (i) providing notice of such exercise to the Company in writing or by electronic means specifying the number of Shares with respect to which the Option is being exercised, (ii) providing full payment of the aggregate Exercise Price for the number of Shares specified in such notice, and (iii) making arrangements that are satisfactory to the Committee in its sole discretion for payment to the Company in accordance with Section 12 of this Agreement of the employment taxes that the Company or any Affiliate is required to withhold in connection with the exercise. The Exercise Price shall be paid solely in cash (including by check or electronic transfer of funds), with Shares

or by a combination of the above; provided, however, that the Committee in its sole discretion may determine at or before the time of exercise that no part of the Exercise Price may be paid with Shares. If the Exercise Price is paid in whole or in part with Shares, the value of the Shares surrendered shall be their Fair Market Value.

9. Adjustments .

(a) If at any time while any unexercised portion of the Option is outstanding there shall be any increase or decrease in the number of issued and outstanding Shares through the declaration or payment of a stock dividend or resulting from a stock split, a recapitalization or a combination or exchange of Shares, then appropriate adjustment shall be made in the number of Shares and the Exercise Price per Share subject to such outstanding portion of the Option, so that the same proportion of the Company’s issued and outstanding Shares shall remain subject to purchase at the same aggregate Exercise Price.

(b) The Committee may change the terms of any outstanding portion of the Option with respect to the Exercise Price or the number or Shares subject to the Option, or both, when, in its sole discretion, such adjustment becomes appropriate by reason of a corporate transaction (as defined in Treasury Regulation §1.424-1(a)(3)). Provided, however, any such change shall be made in accordance with the requirements of Treasury Regulation §1.409A-1(b)(v) for adjustments that do not cause the stock rights to become subject to Code Section 409A.

(c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or Exercise Price of Shares then subject to any outstanding portion of the Option.

(d) Without limiting the generality of the foregoing, the existence of any unexercised outstanding portion of the Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (1) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (2) any merger or consolidation of the Company; (3) any issue by the Company of debt securities or preferred stock which would rank above the Shares subject to the outstanding Option; (4) the dissolution or liquidation of the Company; (5) any sale, transfer or assignment of all or any part of the assets or business or the Company; or (6) any other corporate act or proceeding, whether of a similar character or otherwise.

10. Limited Stock Appreciation Right .

(a) A Limited Stock Appreciation Right is hereby granted to Optionee in accordance with the Plan and with respect to the number of Shares subject to the Option.

(b) For purposes of this Agreement, the following definitions shall apply:

(i) “ Limited Stock Appreciation Right ” means the right to receive an amount in cash or Shares with a Fair Market Value equal to the Offer Spread in the event an Offer is made. The Committee in its sole discretion shall determine whether Optionee shall receive cash or Shares.

(ii) “ Offer ” means any tender offer or exchange offer for outstanding Shares of the Company representing thirty percent or more of the total voting power of the stock of the Company, or an offer to purchase assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company, other than an offer made by the Company; provided that the corporation, person or other entity making the Offer acquires Shares or assets of the Company pursuant to such offer.

(iii) The term “ Offer Value Per Share ” means the average selling price of one Share during the period of thirty (30) days ending on the date on which the Limited Stock Appreciation Right is exercised. Any securities or properties which are a part or all of the consideration paid or to be paid for Shares during such period shall be valued in a manner consistent with Code Section 409A.

(iv) The term “ Offer Spread ” means an amount equal to the product computed by multiplying (1) the excess of (A) the Offer Value Per Share over (B) the Exercise Price per Share as set forth in Section 3 of this Agreement, by (2) the number of Shares with respect to which the Limited Stock Appreciation Right is being exercised.

(c) The exercise price per Share subject to the Limited Stock Appreciation Right shall be the Exercise Price per share as set forth in Section 3 of this Agreement.

(d) The Limited Stock Appreciation Right may be exercised only during the period beginning on the first day following the date that a Change in Control occurs and ending on the thirtieth day following such date.

(e) To exercise the Limited Stock Appreciation Right, Optionee shall provide notice of such exercise to the Company in writing or by electronic means specifying the number of Shares with respect to which the Limited Stock Appreciation Right is being exercised.

(f) Within thirty (30) days after the exercise of the Limited Stock Appreciation Right, the Company shall pay to Optionee an amount in cash or Shares with a Fair Market Value equal to the Offer Spread; provided, however, the Company may in its sole discretion withhold from such cash or Shares any amount necessary to satisfy the Company’s obligation for federal, state, local and foreign withholding taxes with respect to such exercise. The Committee in its sole discretion shall determine whether Optionee receives cash or Shares.

(g) Upon the exercise of the Limited Stock Appreciation Right, the Option shall cease to be exercisable to the extent of the number of Shares with respect to which the Limited Stock Appreciation Right is exercised.

(h) Upon the exercise or termination of the Option, the Limited Stock Appreciation Right shall terminate with respect to the number of Shares as to which the Option was exercised or terminated.

(i) The Limited Stock Appreciation Right may be exercised only when the fair market value of the Shares exceeds the Exercise Price of the Shares. For purposes of this subsection only, the term “ fair market value ” shall mean the “ Offer Value Per Share. ”

11. Agreement of Optionee . Optionee acknowledges that certain restrictions under state or federal securities laws may apply with respect to the Shares to be issued pursuant to the exercise of the Option or the Limited Stock Appreciation Right. Specifically, Optionee acknowledges that, to the extent Optionee is an “ affiliate ” of the Company (as that term is defined by the Securities Act of 1933), the Shares to be issued as a result of the exercise of the Option are subject to certain trading restrictions under applicable securities laws (including particularly the Securities and Exchange Commission’s Rule 144). Optionee hereby agrees to execute such documents and take such actions as the Company may reasonably require with respect to state and federal securities laws and any restrictions on the resale of such shares which may pertain under such laws.

12. Withholding . Upon the issuance of any Shares upon exercise of any portion of the Option or Limited Stock Appreciation Right, Optionee shall pay to the Company an amount of all applicable federal, state, local and foreign employment taxes which the Company or an Affiliate is required to withhold upon such exercise. Such payment may be made in cash or by delivery of whole Shares in accordance with Section 14(a) of the Plan.

13. Plan Provisions . In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Plan, as may be amended from time to time, which are hereby incorporated by reference. Any terms used herein with an initial capital letter shall have the same meaning as provided in the Plan, unless otherwise specified herein. In the event of any conflict between the provisions of the Agreement and the Plan, the Plan shall control. For avoidance of doubt and without limiting anything herein or in the Plan, Optionee hereby acknowledges that the compensation recovery provisions described in Section 14(o) of the Plan may apply to the Award granted hereunder and this Agreement.

14. Restrictive Covenants . Optionee shall be subject to the restrictive covenants contained in this Section 14; provided that the restrictive covenants and other obligations contained in this Section 14 are independent of, supplemental to and do not modify, supersede or restrict (and shall not be modified, superseded or restricted by) any non-competition, non-solicitation, confidentiality or other restrictive covenants in any other current or future employment, severance, change in control or other similar agreement with the Company or its Affiliates, unless reference is made to the specific provisions hereof which are intended to be superseded.

(a) Confidentiality . During and for one year after the termination of Optionee’s employment with the Company and its Affiliates, Optionee agrees to keep in strict confidence and not, directly or indirectly, make known, divulge, reveal, furnish, make available or use any Confidential Information (as defined below), except in Optionee’s regular authorized duties on behalf of the Company and its Affiliates. Optionee acknowledges that all documents and other property containing Confidential Information furnished to Optionee by the Company or its Affiliates or otherwise acquired or developed by the Company, its Affiliates or Optionee or known by Optionee shall at all times be the property of the Company and its Affiliates. Optionee shall take all reasonable and prudent steps to safeguard Confidential Information and protect it against

disclosure, misuse, espionage, loss and theft. Optionee shall deliver to the Company or the applicable Affiliate upon the termination of Optionee’s employment with the Company and its Affiliates, or at any other time that the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts, software and other documents and data (and copies thereof) containing the Confidential Information, Work Product (as defined in Section 14(b)(i) of this Agreement) of the business of the Company and its Affiliates that Optionee may then possess or have under Optionee’s control. Optionee shall not use any Confidential Information to compete with the Company and its Affiliates during and for one year after termination of Optionee’s employment with the Company and its Affiliates.

For purposes of this Agreement, “Confidential Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”) which Optionee has acquired or may acquire in the course of, or as a direct result of, Optionee’s employment with the Company and its Affiliates, in any form or medium, that relates to the business, products, services, research or development of the Company or its Affiliates. Confidential Information includes, but is not limited to, the following: (i) internal business information (including information relating to strategic and staffing plans and practices, business, training, financial, marketing, promotional and sales plans and practices, cost, rate and pricing structures, accounting and business methods and customer and supplier lists); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, the Company’s or its Affiliates’ suppliers, distributors, customers, prospective customers, independent contractors, vendors, or other business relations and their confidential information for which the Company or its Affiliates have has nonuse and nondisclosure obligations; (iii) trade secrets, copyrightable works and other documents or information which is technical or creative in nature (including ideas, formulas, recipes, compositions, inventions, innovations, improvements, developments, methods, know-how, manufacturing and production processes and techniques, research and development information, compilations of data and analyses, data and databases relating thereto, techniques, systems, records, manuals, documentation, models, drawings, specifications, designs, plans, proposals, reports and all similar or related information (whether patentable or unpatentable and whether or not reduced to practice)); and (iv) other Intellectual Property rights of the Company or its Affiliates , as provided for in Section 14(b) of this Agreement. Confidential Information does not include any information which (i) was in the lawful and unrestricted possession of Optionee prior to its disclosure to Optionee by the Company; (ii) is or becomes generally available to the public by acts other than those of Optionee after receiving it; or (iii) has been received lawfully and in good faith by Optionee from a third party who did not obtain or derive it from the Company.

(i) Other Restrictions . Optionee also acknowledges and agrees that the prohibitions against disclosure and use of Confidential Information set forth herein are in addition to, and not in lieu of, any rights or remedies that the Company or its Affiliates may have available pursuant to the laws of the state in which Optionee is employed which are designed to prevent the disclosure of trade secrets or proprietary information.

(ii) Third-Party Information . Optionee recognizes that the Company and its Affiliates have has received and in the future will receive from third parties confidential or proprietary information subject to a duty on the Company’s and its Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. Optionee agrees

to hold all such confidential or proprietary information in the strictest confidence and not to disclose such information to any person, firm or corporation or to use it except as necessary in carrying out Optionee’s duties for the Company and its Affiliates consistent with the Company’s or its applicable Affiliate’s agreement with such third party. An example of this kind of information is information about the Company’s or its Affiliates’ customers. Optionee further recognizes that the Company and its Affiliates will make software available to Optionee in order to allow or assist Optionee to perform Optionee’s job duties. The software made available to Optionee is either owned by or licensed to the Company or its Affiliates and the software remains the property of the Company or its Affiliates or third party owner of the software rights. As such, Optionee may not (i) create or attempt to create by reverse engineering, disassembly, decompilation or otherwise, the software, associated programs, source code, or any part thereof, or to aid or to permit others to do so, except and only to the extent expressly permitted by the Company, its Affiliates or by applicable law; (ii) remove any software identification or notices of any proprietary or copyright restrictions from any software or any software related materials; and/or (iii) copy the software, modify, translate or, unless otherwise agreed, develop any derivative works thereof or include any portion of the software in any other software program. Optionee agrees to use any and all software provided by the Company or its Affiliates only as necessary to carry out Optionee’s work for the Company and its Affiliates.

(iii) Return of Confidential Information . At any point during or at the termination of the employment relationship between Optionee and the Company and its Affiliates, the Company or its applicable Affiliate may request Optionee to return to it any and all Confidential Information received by and/or in the possession of Optionee. All such Confidential Information shall be returned to the Company or its applicable Affiliate immediately. Furthermore, upon request of the Company or its Affiliate, Optionee may be required to execute a sworn affidavit certifying that Optionee has returned all Confidential Information in Optionee’s possession.

(b) Intellectual Property .

(i) Assignment to Rights In Intellectual Property . Optionee acknowledges that the Company and its Affiliates have all right, title, and interest to all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, recipes and all similar or related information (whether or not patentable or copyrightable) that relate to the Company’s and its Affiliates’ actual or demonstrably anticipated business, research and development, products and services and which are conceived, developed or made by Optionee while employed by the Company and its Affiliates, including any derivations or modifications thereto (“ Work Product ”). Optionee shall promptly disclose such Work Product to the Company. Optionee hereby irrevocably assigns and transfers to the Company all rights, title, and interest worldwide in any such Work Product. At the Company’s expense, Optionee shall perform all actions reasonably requested by the Company (whether during or after Optionee’s employment) to establish and confirm such ownership, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned (including, without limitation, the execution of assignments, consents, powers of attorney and other instruments).

(ii) Exceptions To Assignment of Intellectual Property . Optionee acknowledges that this Agreement is limited by the following:

(1) Any provision in an employment agreement or other similar written agreement which provides that Optionee shall assign, or offer to assign, any of Optionee’s rights in an invention to the Company and its Affiliates shall not apply to an invention that Optionee developed entirely on Optionee’s own time without using the Company’s or its Affiliates’ equipment, supplies, facilities, or trade secret information, except for those inventions that either: (a) relate, at the time of conception or implementation of the invention, to the business of the Company or its Affiliates , or to any future business of the Company or its Affiliates ; provided that such future business must be shown by actual or demonstrably anticipated research or development; or (b) result from any work performed by Optionee for the Company and its Affiliates.

(2) To the extent a provision in an employment agreement or other similar written agreement between Optionee and the Company or its Affiliates , other than this Agreement, purports to require Optionee to assign an invention otherwise excluded from being required to be assigned under Section 14(b)(ii)(1), the provision is against the public policy of the state and is unenforceable.

(c) Non-Solicitation of Customers and Employees . Optionee will be called upon to work closely with employees, consultants, independent contractors, agents and other service providers of the Company and its Affiliates in performing services for the Company and its Affiliates. All non-public information about such employees, consultants, independent contractors, agents and other service providers of the Company and its Affiliates that becomes known to Optionee during the course of Optionee’s employment with the Company and its Affiliates, and which would not have become known to Optionee but for Optionee’s employment with the Company and its Affiliates, including, but not limited to, compensation or commission structure, is Confidential Information and shall not be used by Optionee in soliciting employees, consultants, independent contractors, agents or other service providers of the Company and its Affiliates for employment at any time during or within one year after termination of Optionee’s employment with the Company and its Affiliates. During Optionee’s employment and for one year following the termination of Optionee’s employment with the Company and its Affiliates, Optionee shall not, except in performing its duties for the Company and its Affiliates, either directly or indirectly:

(i) solicit in competition with the Company or its Affiliates the business of any of the customers of the Company or its Affiliates , (a) with whom Optionee had contact during the one-year period immediately preceding the breach of this Agreement and (b) with whom Optionee would not have had contact but for Optionee’s employment with the Company and its Affiliates; or

(ii) ask, encourage or otherwise solicit any employees, consultants, independent contractors, agents or other service providers of the Company or its Affiliates with whom Optionee had contact during the one-year period immediately preceding the breach of this Agreement to leave employment with the Company or its Affiliates .

Optionee further agrees to make any subsequent employer aware of this non-solicitation obligation.

(d) Best Efforts and Non-Competition . During the course of Optionee’s employment with the Company or its Affiliates , Optionee shall not (whether or not during business hours) within the Territory (as defined in this Section 14(d)) (i) engage in any activity, within the Territory, that is in any way competitive with the business or any demonstrably anticipated business of the Company or its Affiliates and (ii) assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of the Company or its Affiliates . For purposes hereof, “ Territory ” means the area within which the Company or its Affiliates conducted business within the one-year period prior to the breach of this Section 14(d).

(e) No Conflicting Obligations . Optionee has not entered into, and Optionee shall not enter into, any agreement either written or oral in conflict with this Agreement or Optionee’s employment with the Company and its Affiliates . Optionee hereby represents and warrants to the Company that:

(i) the execution, delivery and performance of this Agreement by Optionee does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Optionee is a party or by which Optionee is knowingly bound;

(ii) Optionee is not a party to or bound by any employment agreement, nonsolicitation agreement, noncompete agreement or confidentiality agreement with any other person or entity other than the Company or its Affiliates that would preclude, conflict or materially limit Optionee’s employment with the Company and its Affiliates ; and

(iii) upon the execution and delivery of this Agreement by the parties to this Agreement, this Agreement shall be the binding obligation of Optionee, enforceable in accordance with its terms.

Optionee agrees that the protective covenants contained herein are reasonable in terms of duration and scope restrictions and are reasonable and necessary to protect the goodwill of the business and the Confidential Information of the Company or its Affiliates and agrees not to challenge the validity or enforceability of the covenants contained herein.

(f) Breach of Agreement . Optionee acknowledges that breach of this Section 14 and disclosure of Confidential Information will cause irreparable harm and damage to the Company and its Affiliates . Accordingly, any breach of this Agreement may subject Optionee to discipline, up to and including termination of employment, and permit the Company and its Affiliates to pursue legal action against Optionee, as follows:

(i) Remedies . In view of the irreparable harm and damage which would occur to the Company and its Affiliates as a result of a breach or a threatened breach by Optionee of the obligations set forth in Sections 14(a)-(d) of this Agreement, and in view of the lack of an adequate remedy at law to protect the Company and its Affiliates , the Company or its applicable Affiliates shall have the right to receive, and Optionee hereby consents to the issuance of, temporary and permanent injunctions enjoining Optionee from any violation of Sections 14(a)-(d) hereof. Optionee acknowledges that both temporary and permanent injunctions are appropriate

remedies for such a breach or threatened breach. The foregoing remedies shall be in addition to, and not in limitation of, any other rights or remedies to which the Company and its Affiliates are or may be entitled hereunder or at law or in equity, including, without limitation, the right to right to receive damages.

(ii) Cost of Enforcement . In the event the Company bring an action to enforce the provisions of this Agreement, including any provisions of Sections 14(a)-(d) hereof, the Company or its applicable Affiliates may recover from Optionee its reasonable attorneys’ fees and costs, through and including any and all appeals.

(g) Tolling . In the event of any violation of the provisions of this Section 14, Optionee acknowledges and agrees that the restrictions contained in this Section 14 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of such restriction period shall be tolled during any period of such violation.

15. Miscellaneous .

(a) Limitation of Rights . The Plan, the granting of the Award and the execution of the Agreement shall not give Optionee any rights to (i) similar grants in future years, (ii) any right to be retained in the employ or service of the Company or any of its Affiliates, or (iii) interfere in any way with the right of the Company or its Affiliates to terminate Optionee’s employment or services at any time. Optionee acknowledges that Optionee is employed by the Company at will, and nothing contained in this Agreement is intended to alter the at-will nature of Optionee’s employment with the Company.

(b) Interpretation . Optionee accepts this Option subject to all the terms and provisions of the Plan and this Agreement. The undersigned Optionee hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan and this Agreement.

(c) Claims Procedure . Any dispute or claim for benefits by any person under this Agreement shall be determined by the Committee in accordance with the claims procedures under the Enova International, Inc. Nonqualified Savings Plan.

(d) Shareholder Rights . Neither Optionee nor Optionee’s Designated Beneficiary shall have any of the rights of a shareholder with respect to any shares of Common Stock issuable upon vesting of this Award, including, without limitation, a right to cash dividends or a right to vote, until (i) such Award is vested, and (ii) such shares have been delivered and issued to Optionee or Optionee’s Designated Beneficiary pursuant to Section 4 or Section 10 of this Agreement.

(e) Severability . Each party hereto has carefully read and considered the provisions contained in this Agreement, including Sections 14(a)-(d) hereof, and, having done so, agrees that the restrictions and obligations therein are fair and reasonable and are reasonably required for the protection of the interests of the Company. If any term, provision, covenant or restriction contained in the Agreement is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions,

covenants and restrictions contained in the Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. Notwithstanding the foregoing, in the event any said term, provision, covenant or restriction contained in the Agreement shall be held invalid, void or unenforceable by such court or a federal regulatory agency of competent jurisdiction , the parties hereto agree that it is their desire that such court or agency shall substitute an enforceable restriction in place of any limitation deemed invalid, void or unenforceable and, as so modified, the restrictions shall be as fully enforceable as if they had been set forth herein by the parties. It is the intent of the parties hereto that the court or agency, in so establishing a substitute restriction, recognize that the parties hereto desire that the provisions and restrictions in this Agreement be imposed and maintained to the maximum lawful extent.

(f) Controlling Law . The Agreement is being made in Illinois and shall be construed and enforced in accordance with the laws of that state.

(g) Construction; Entire Agreement . The Agreement and the Plan contain the entire understanding between the parties, and supersedes any prior understanding and agreements between them, except as otherwise provided in Section 14 of this Agreement, including, for the avoidance of doubt, the Company’s personnel policies and procedures, representing the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein.

(h) Survival . The covenants and agreements contained herein shall survive termination of Optionee’s employment, regardless of who causes the termination and under what circumstances.

(i) Amendments . The provisions of this Agreement may be amended or waived only with the prior written consent of Optionee and the Company (as approved by the Board). No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

(j) Headings . Section and other headings contained in the Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Agreement or any provision hereof. Furthermore, Optionee acknowledges and agrees that in the event of the transfer of Optionee’s employment from the Company or its Affiliate to any subsidiary, parent or affiliate of the Company, Optionee’s employment shall continue to be subject to each and all the terms and conditions set forth in Section 14 of this Agreement.

(k) Notices . Any notice under this Agreement shall be in writing or by electronic means and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the secretary of the Company at the address indicated on the signature page of this Agreement, or if the Company should move its principal office, to such principal office, and, in the case of Optionee, to Optionee through the Company’s e-mail system or Optionee’s last personal e-mail or permanent address as shown on the Company’s records, subject to the right of either party to

designate some other address or electronic notification system at any time hereafter in a notice satisfying the requirements of this Section.

(l) Heirs, Successors and Assigns . Each and all of the covenants, terms, provisions and agreements contained herein shall be binding upon and inure to the benefit of Optionee’s heirs, legal representatives, successors and assigns. Optionee may not assign Optionee’s rights and/or delegate Optionee’s obligations under this Agreement. The Company may assign this Agreement to any successor in interest or to any of its Affiliates. Furthermore, Optionee acknowledges and agrees that in the event of the transfer of Optionee’s employment from the Company to any subsidiary, parent or Affiliate of the Company, Optionee’s employment shall continue to be subject to each and all the terms and conditions set forth in Section 14 of this Agreement.

(m) Execution/Acceptance . Optionee acknowledges that Optionee has read and understands this Agreement, has been advised to consult with independent legal counsel regarding Optionee’s rights and obligations under this Agreement to the extent desired, is fully aware of the legal effect of this Agreement and has entered into it freely and voluntarily based on Optionee’s own judgment and not on any representations or promises other than those contained in this Agreement. This Agreement may be executed and/or accepted electronically and/or executed in duplicate counterparts, the production of either of which (including a signature or proof of electronic acceptance) shall be sufficient for all purposes for the proof of the binding terms of this Agreement.

(n) Company Recoupment of Options . An Optionee’s rights with respect to any Option hereunder shall in all events be subject to (i) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with an Optionee, or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

[Signatures on the following page]

ENOVA INTERNATIONAL, INC.
(For and on behalf of itself, and/or any Affiliate of the Company that employs Associate)
175 West Jackson Blvd., Suite 500 Chicago, Illinois 60604

By: _____________

David Fisher, Chief Executive Officer

Electronic acceptance of this Award by Associate shall bind Associate by the terms of this Agreement pursuant to Section 11(m) of this Agreement.

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David A. Fisher, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Enova International, 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;

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)) and have:

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;

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;

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

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):

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

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: May 1, 2019

/s/ David A. Fisher

David A. Fisher

Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven E. Cunningham, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Enova International, 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;

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):

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: May 1, 2019

/s/ Steven E. Cunningham

Steven E. Cunningham

Chief Financial Officer

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

In connection with the Quarterly Report on Form 10-Q of Enova International, Inc. (the “Company”) for the quarterly period ended March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Fisher, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Enova International, Inc. and will be retained by Enova International, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

/s/ David A. Fisher

David A. Fisher

Chief Executive Officer

Date: May 1, 2019

The foregoing certification is being furnished solely pursuant to the requirements of 18 U.S.C. § 1350 and is not being filed as a part of the Report or as a separate disclosure document.

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

In connection with the Quarterly Report on Form 10-Q of Enova International, Inc. (the “Company”) for the quarterly period ended March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven E. Cunningham, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

/s/ Steven E. Cunningham

Steven E. Cunningham

Chief Financial Officer

Date: May 1, 2019

The foregoing certification is being furnished solely pursuant to the requirements of 18 U.S.C. § 1350 and is not being filed as a part of the Report or as a separate disclosure document.