Common use of Collateral Administration Clause in Contracts

Collateral Administration. (a) All tangible Collateral (except Collateral in the possession of Backup Servicer or Agent) will at all times be kept by Borrower or Servicer at the locations set forth on Schedule 5.18B hereto, and shall not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom other than to another such location, and in any case shall not be moved outside the continental United States. ▇▇▇▇▇▇▇▇ hereby agrees to deliver to the Agent and Backup Servicer or, upon the request of the Agent, to the Servicer, on or prior to the date of each Revolving Advance, the Verification Deliverables for each Lease that is to be added to the Collateral in connection with such Revolving Advance. From and after the funding of each Advance hereunder, the originals of all Leases constituting Collateral in respect of such Advance shall, regardless of their location, be deemed to be under Agent’s dominion and control and deemed to be in Agent’s possession. Any of Agent’s officers, employees, representatives or agents, including, without limitation, Backup Servicer, shall have the right upon reasonable notice, at any time during normal business hours, in the name of Agent or any designee of Agent or Borrower, to verify the validity, amount or any other matter relating to the Collateral. Borrower shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. In addition to any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Lessees party to Leases held by Borrower that their Leases have been assigned to Agent and to collect such Leases directly in Agent’s own name, for the benefit of itself and the Lenders, and to charge collection costs and expenses, including attorney’s fees, to Borrower. (b) As and when determined by Agent in its sole discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower, Servicer and Holdings: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower, Servicer or Holdings is organized; and (ii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower, Servicer or Holdings maintains their executive offices, a place of business or any assets. Katapult SPV-1 LLC – Amended and Restated Loan and Security Agreement (c) Borrower shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic basis as Agent may request in its Permitted Discretion. (d) In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is not a transferable record under Applicable Law, Borrower shall deliver to Agent or, at the request of Agent, Servicer (i) the original Portfolio Documents; and (ii) originals or true copies of the truth-in-lending disclosure statements and, if required by Agent, lease applications, any related Account Lessee’s acknowledgments and understandings, and other receipts and payment authorization agreements, which shall be delivered, at Borrower’s expense, to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or Backup Servicer’s custody until all of the Obligations have been fully satisfied or Agent expressly agrees to release such custody of such documents. In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control of such transferable electronic record in accordance with Applicable Law (to ensure, among other things, that Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Agent at its address as set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s possession, custody, and control until all of the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agent. (e) Borrower hereby agrees to, and to cause Servicer to, take the following protective actions to prevent destruction of records pertaining to the Collateral: create an electronic file of the computerized information regarding the Collateral and provide Agent and Backup Servicer monthly with a copy of such file (A) no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, Agent at all times during regular business hours (provided, that any electronic materials available on a website or through other remote electronic means for which Agent has been given access shall be available to Agent at all times) shall have the right to access and review any and all Portfolio Documents in Borrower’s or Servicer’s possession and any and all data and other information relating to Portfolio Documents as may from time to time be input to or stored within Borrower’s or Servicer’s computers and/or computer records including, without limitation, diskettes, tapes and other computer software and computer systems.

Collateral Administration. (a) All tangible Collateral (except Collateral in the possession of Backup Servicer or Agentdeposit accounts) will at all times be kept by Borrower or Servicer at the locations its principal office(s) as set forth on Schedule 5.18B hereto, Exhibit C hereto and shall not, without thirty (30) calendar days prior written notice to AgentLender, be moved therefrom other than therefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to another Lender on such locationperiodic basis as Lender shall reasonably request a sales and collections report for the preceding period, in form reasonably satisfactory to Lender. In addition, if Borrower's chief financial officer has actual knowledge that Accounts in an aggregate face amount in excess of $50,000.00 have become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and in any case the Borrowing Base shall not thereupon be moved outside the continental United Statesadjusted to reflect such occurrence. ▇▇▇▇▇▇▇▇ hereby agrees to If requested by Lender upon an Event of Default, Borrower shall execute and deliver to the Agent and Backup Servicer orLender formal written assignments of all of its Accounts weekly or daily, upon the request of the Agent, to the Servicer, on or prior to which shall include all Accounts that have been created since the date of each Revolving Advancethe last assignment, the Verification Deliverables for each Lease that is to be added to the Collateral in connection together with such Revolving Advance. From and after the funding copies of each Advance hereunderclaims, the originals invoices or other information related thereto. (c) Whether or not an Event of all Leases constituting Collateral in respect Default has occurred, any of such Advance shall, regardless of their location, be deemed to be under Agent’s dominion and control and deemed to be in Agent’s possession. Any of Agent’s Lender's officers, employees, representatives employees or agents, including, without limitation, Backup Servicer, agents shall have the right upon reasonable noticeright, at any time during normal business hoursor times hereafter, in the name of Agent Lender or any designee of Agent or Borrower, Lender to verify the validity, amount or any other matter relating to the Collateralany Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Agent Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. In addition to any provision of any Loan Document, Agent shall have Lender retains the right at all times after the occurrence and during the continuance continuation of an Event of Default Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Lessees party to Leases held by Borrower Debtors that their Leases Accounts have been assigned to Agent Lender and to collect such Leases Accounts directly in Agent’s its own name, for the benefit of itself and the Lenders, name and to charge the collection costs and expenses, including attorney’s attorneys' fees, to Borrower. (b) As and when determined by Agent in its sole discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower, Servicer and Holdings: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower, Servicer or Holdings is organized; and (ii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower, Servicer or Holdings maintains their executive offices, a place of business or any assets. Katapult SPV-1 LLC – Amended and Restated Loan and Security Agreement (c) Borrower shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic basis as Agent may request in its Permitted Discretion. (d) In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is not a transferable record under Applicable Law, Borrower shall deliver to Agent or, at the request of Agent, Servicer (i) the original Portfolio Documents; and (ii) originals or true copies of the truth-in-lending disclosure statements and, if required by Agent, lease applications, any related Account Lessee’s acknowledgments and understandings, and other receipts and payment authorization agreements, which shall be delivered, at Borrower’s expense, to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or Backup Servicer’s custody until all of the Obligations have been fully satisfied or Agent expressly agrees to release such custody of such documents. In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control of such transferable electronic record in accordance with Applicable Law (to ensure, among other things, that Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Agent at its address as set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s possession, custody, and control until all of the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agent. (e) Borrower hereby agrees to, and to cause Servicer to, take the following protective actions to prevent destruction of records pertaining to the Collateral: create an electronic file of the computerized information regarding the Collateral and provide Agent and Backup Servicer monthly with a copy of such file (A) no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, Agent at all times during regular business hours (provided, that any electronic materials available on a website or through other remote electronic means for which Agent has been given access shall be available to Agent at all times) shall have the right to access and review any and all Portfolio Documents in Borrower’s or Servicer’s possession and any and all data and other information relating to Portfolio Documents as may from time to time be input to or stored within Borrower’s or Servicer’s computers and/or computer records including, without limitation, diskettes, tapes and other computer software and computer systems.

Collateral Administration. (a) All tangible Except as permitted pursuant to Sections 7.8(a) and 7.8(b), all Collateral (except Deposit Accounts and Collateral in the possession having an aggregate value of Backup Servicer $50,000 or Agentless at any one location) will at all times be kept by Borrower or Servicer at the locations set forth on Schedule 5.18B 5.4 hereto, which may be amended from time to time, and shall not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom other than to another such locationtherefrom, and in any case shall not be moved outside the continental United States. ▇▇▇▇▇▇▇▇ hereby agrees to deliver to the Agent and Backup Servicer orWhether or not an Event of Default has occurred, upon the request any of the Agent, to the Servicer, on or prior to the date of each Revolving Advance, the Verification Deliverables for each Lease that is to be added to the Collateral in connection with such Revolving Advance. From and after the funding of each Advance hereunder, the originals of all Leases constituting Collateral in respect of such Advance shall, regardless of their location, be deemed to be under Agent’s dominion and control and deemed to be in Agent’s possession. Any of Agent’s 's officers, employees, representatives or agents, including, without limitation, Backup Servicer, agents shall have the right upon reasonable noticeright, at any time during normal business hours, in the name of Agent or Agent, any designee of Agent Agent, or Borrower, to verify the validity, amount or any other matter relating to the Collateral. Borrower shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. In addition Notwithstanding anything in this subsection to any provision of any Loan Documentthe contrary, Agent shall have the right at all times after the occurrence and during the continuance continuation of an Event of Default to notify Account Lessees party Persons owing Accounts to Leases held by Borrower that their Leases Accounts have been assigned to Agent and to collect such Leases Accounts directly in Agent’s its own name, for the benefit of itself and the Lenders, name and to charge collection costs and expenses, including reasonable attorney’s 's fees, to Borrower. (b) As and when determined by Agent in its sole discretionPermitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower or any Guarantor (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), Servicer on a quarterly basis at Borrower's expense, unless an Event of Default has occurred and Holdingsis continuing in which case such searches shall be conducted as often as Agent deems reasonably appropriate at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower, Servicer or Holdings is Borrower and/or any Guarantors are organized; and (ii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above, and in any jurisdiction where Borrower, Servicer Borrower or Holdings maintains Guarantors maintain their executive offices, a respective offices or place of business or material assets to the extent that the UCC would permit a filing in such jurisdiction to attach a security interest in or Lien upon any assetsCollateral. Katapult SPV-1 LLC – Amended Agent will (i) upon Borrower's request and Restated Loan at Borrower's expense, provide copies of any such searches to Borrower and Security Agreement(ii) will use a search service with which Agent has a discount arrangement in an effort to minimize the expense of such searches. (c) Upon Agent's request, Borrower shall immediately deliver to Agent all items for which Lender must receive possession to obtain a perfected Lien and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral. (d) Borrower shall keep accurate and complete records of the Collateral its Accounts and all payments and collections thereon and shall submit such records to Agent on such periodic basis bases as Agent may request in its Permitted Discretion. (d) . In respect addition, if Accounts of Borrower in an aggregate face amount in excess of $500,000 become ineligible because they fall within one of the portion specified categories of ineligibility set forth in the Collateral consisting definition of any Lease which is evidenced by an electronic record that is not a transferable record under Applicable LawEligible Billed Receivables or Eligible Unbilled Receivables, Borrower shall notify Agent of such occurrence within two (2) Business Days following its discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. After the occurrence and during the continuation of an Event of Default, and upon Agent's request, Borrower shall execute and deliver to Agent orformal written assignments of all of its Accounts weekly or daily as Agent may request, at including all Accounts created since the request date of Agentthe last assignment, Servicer (i) the original Portfolio Documents; and (ii) originals or true together with copies of the truth-in-lending disclosure statements andclaims, if required by Agent, lease applications, any invoices and/or other information related Account Lessee’s acknowledgments and understandings, and other receipts and payment authorization agreements, which shall be delivered, at Borrower’s expense, to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or Backup Servicer’s custody until all of the Obligations have been fully satisfied or Agent expressly agrees to release such custody of such documents. In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control of such transferable electronic record in accordance with Applicable Law (to ensure, among other things, that Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Agent at its address as set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s possession, custody, and control until all of the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agentthereto. (e) Borrower hereby agrees to(i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, and to cause Servicer to, take the following protective actions to prevent destruction of records pertaining any Account Debtor not remitting to the Collateral: create Blocked Account, to do so promptly, (ii) after the occurrence and during the continuation of an electronic file Event of the computerized information regarding the Collateral Default, and upon Agent's request, shall provide Agent and Backup Servicer monthly with a copy of such file (A) no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of prompt written notice to each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, Agent at all times during regular business hours (provided, Account Debtor that any electronic materials available on a website or through other remote electronic means for which Agent has been given access granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor, and shall be available direct each Account Debtor to Agent at all timesmake payments directly to Lender's Concentration Account; and (iii) shall have do anything further that may be lawfully required by Agent to secure Agent, for the right benefit of itself and Lenders, and to access effectuate the intentions of the Loan Documents. Borrower hereby authorizes Agent, for purposes of clause (i) hereof, upon any failure to send such notices and review directions within twenty (20) calendar days after the date of this Agreement (or twenty (20) calendar days after the Person becomes an Account Debtor), and for purposes of clause (ii) hereof, promptly following the occurrence and continuation of such Event of Default, to send any and all Portfolio Documents in Borrower’s or Servicer’s possession similar notices and any and all data and other information relating directions to Portfolio Documents as may from time to time be input to or stored within Borrower’s or Servicer’s computers and/or computer records including, without limitation, diskettes, tapes and other computer software and computer systemssuch Account Debtors.

Collateral Administration. (a) All tangible Collateral (except Collateral funds required to be deposited in the possession of Backup Servicer or AgentLockbox Account) will at all times be kept by Borrower or Servicer at the locations set forth on Schedule 5.18B hereto, 5.17B hereto and shall not, without thirty (30) calendar days prior concurrent written notice to AgentLender, be moved therefrom other than to another such location, and in any case shall not be moved outside the continental United States. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic basis as Lender may reasonably request. ▇▇▇▇▇▇▇▇ hereby agrees to After the occurrence and during the continuance of an Event of Default, and upon Lender’s request, Borrower shall execute and deliver to the Agent and Backup Servicer orLender formal written assignments of all of its Accounts weekly or daily as Lender may request, upon the request of the Agent, to the Servicer, on or prior to including all Accounts created since the date of each Revolving Advancethe last assignment, together with copies of claims, invoices and/or other information related thereto. To the Verification Deliverables for each Lease extent that is collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be available to be added to the Collateral in connection with Borrower upon Borrower’s written request, and any such Revolving Advance. From and after the funding return of each Advance hereunder, the originals of all Leases constituting Collateral in respect of such Advance shall, regardless of their location, excess funds shall not be deemed to be under Agent’s dominion and control and deemed to be in Agent’s possession. an Advance. (c) Any of AgentLender’s officers, employees, representatives or agents, including, without limitation, Backup Servicer, agents shall have the right upon reasonable noticeright, at any time during normal business hours, in the name of Agent or any designee of Agent or hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to the Collateralany Accounts of Borrower. Borrower shall cooperate fully with Agent Lender in an effort to facilitate and promptly conclude such verification process. In addition to any provision of any Loan Document, Agent verification. (d) Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Lessees party Debtors owing Accounts to Leases held by Borrower that their Leases Accounts have been assigned to Agent Lender and to collect such Leases Accounts directly in Agent’s its own name, for the benefit of itself and the Lenders, name and to charge collection costs and expenses, including attorney’s reasonable attorneys’ fees, to Borrower. (be) As and when determined by Agent Lender in its sole discretionPermitted Discretion, Agent will Lender shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), Servicer on a quarterly basis at Borrower’s reasonable expense, unless an Event of Default has occurred and Holdingsis continuing in which case such searches shall be conducted as often as Lender deems appropriate, at Borrower’s expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where BorrowerBorrower maintains its executive offices, Servicer a place of business or Holdings is assets or in which they are organized; and (ii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower, Servicer or Holdings maintains their executive offices, a place of business or any assets. Katapult SPV-1 LLC – Amended and Restated Loan and Security Agreement searched under clause (ci) Borrower shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic basis as Agent may request in its Permitted Discretionabove. (df) In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is not a transferable record under Applicable Law, Borrower shall deliver to Agent or, at the request of Agent, Servicer (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the original Portfolio Documents; and Concentration Account, (ii) originals or true copies of the truth-in-lending disclosure statements and, if required by Agent, lease applications, any related shall direct each Account Lessee’s acknowledgments and understandings, and other receipts and payment authorization agreements, which shall be delivered, at Borrower’s expense, Debtor to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein make payments to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or Backup Servicer’s custody until all of the Obligations have been fully satisfied or Agent expressly agrees to release such custody of such documents. In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control of such transferable electronic record in accordance with Applicable Law (to ensure, among other things, that Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Agent at its address appropriate Lockbox Account as set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s possession, custody, and control until all of the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agent. (e) Borrower hereby agrees to, and to cause Servicer to, take the following protective actions to prevent destruction of records pertaining to the Collateral: create an electronic file of the computerized information regarding the Collateral and provide Agent and Backup Servicer monthly with a copy of such file (A) no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 2.5, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this AgreementAgreement (or ten (10) calendar days after the Person becomes an Account Debtor), Agent at all times during regular business hours (provided, that any electronic materials available on a website or through other remote electronic means for which Agent has been given access shall be available to Agent at all times) shall have the right to access and review send any and all Portfolio Documents in Borrowersimilar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required and reasonably requested by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall promptly deliver to Lender all items for which Lender must receive possession or Servicer’s possession control to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any and all data and other information relating to Portfolio Documents as may from time to time be input to or stored within Borrower’s or Servicer’s computers and/or computer records including, without limitation, diskettes, tapes and other computer software and computer systemssimilar instruments constituting Collateral.

Collateral Administration. (a) All tangible Except as permitted pursuant to Sections 7.8(a) and 7.8(b), all Collateral (except Deposit Accounts and Collateral in the possession having an aggregate value of Backup Servicer $50,000 or Agentless at any one location) will at all times be kept by Borrower or Servicer at the locations set forth on Schedule 5.18B 5.4 hereto, which may be amended from time to time, and shall not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom other than to another such locationtherefrom, and in any case shall not be moved outside the continental United States. ▇▇▇▇▇▇▇▇ hereby agrees to deliver to the Agent and Backup Servicer orWhether or not an Event of Default has occurred, upon the request any of the Agent, to the Servicer, on or prior to the date of each Revolving Advance, the Verification Deliverables for each Lease that is to be added to the Collateral in connection with such Revolving Advance. From and after the funding of each Advance hereunder, the originals of all Leases constituting Collateral in respect of such Advance shall, regardless of their location, be deemed to be under Agent’s dominion and control and deemed to be in Agent’s possession. Any of Agent’s officers, employees, representatives or agents, including, without limitation, Backup Servicer, agents shall have the right upon reasonable noticeright, at any time during normal business hours, in the name of Agent or Agent, any designee of Agent Agent, or Borrower, to verify the validity, amount or any other matter relating to the Collateral. Borrower shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. In addition Notwithstanding anything in this subsection to any provision of any Loan Documentthe contrary, Agent shall have the right at all times after the occurrence and during the continuance continuation of an Event of Default to notify Account Lessees party Persons owing Accounts to Leases held by Borrower that their Leases Accounts have been assigned to Agent and to collect such Leases Accounts directly in Agent’s its own name, for the benefit of itself and the Lenders, name and to charge collection costs and expenses, including reasonable attorney’s fees, to Borrower. (b) As and when determined by Agent in its sole discretionPermitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower, Servicer and Holdings: Borrower or any Guarantor (the results (i) UCC upon Borrower’s request and at Borrower’s expense, provide copies of any such searches with the Secretary of State and local filing offices of each jurisdiction where Borrower, Servicer or Holdings is organized; to Borrower and (ii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien will use a search service with which Agent has a discount arrangement in an effort to minimize the expense of such searches, in each jurisdiction where Borrower, Servicer or Holdings maintains their executive offices, a place of business or any assets. Katapult SPV-1 LLC – Amended and Restated Loan and Security Agreement. (c) Upon Agent’s request, Borrower shall immediately deliver to Agent all items for which Lender must receive possession to obtain a perfected Lien and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral. (d) Borrower shall keep accurate and complete records of the Collateral its Accounts and all payments and collections thereon and shall submit such records to Agent on such periodic basis bases as Agent may request in its Permitted Discretion. (d) . In respect addition, if Accounts of Borrower in an aggregate face amount in excess of $500,000 become ineligible because they fall within one of the portion specified categories of ineligibility set forth in the Collateral consisting definition of any Lease which is evidenced by an electronic record that is not a transferable record under Applicable LawEligible Billed Receivables or Eligible Unbilled Receivables, Borrower shall notify Agent of such occurrence within two (2) Business Days following its discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. After the occurrence and during the continuation of an Event of Default, and upon Agent’s request, Borrower shall execute and deliver to Agent orformal written assignments of all of its Accounts weekly or daily as Agent may request, at including all Accounts created since the request date of Agentthe last assignment, Servicer (i) the original Portfolio Documents; and (ii) originals or true together with copies of the truth-in-lending disclosure statements andclaims, if required by Agent, lease applications, any invoices and/or other information related Account Lessee’s acknowledgments and understandings, and other receipts and payment authorization agreements, which shall be delivered, at Borrower’s expense, to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or Backup Servicer’s custody until all of the Obligations have been fully satisfied or Agent expressly agrees to release such custody of such documents. In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control of such transferable electronic record in accordance with Applicable Law (to ensure, among other things, that Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Agent at its address as set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s possession, custody, and control until all of the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agentthereto. (e) Borrower hereby agrees to(i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, and to cause Servicer to, take the following protective actions to prevent destruction of records pertaining any Account Debtor not remitting to the Collateral: create Blocked Account, to do so promptly, (ii) after the occurrence and during the continuation of an electronic file Event of the computerized information regarding the Collateral Default, and upon Agent’s request, shall provide Agent and Backup Servicer monthly with a copy of such file (A) no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of prompt written notice to each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, Agent at all times during regular business hours (provided, Account Debtor that any electronic materials available on a website or through other remote electronic means for which Agent has been given access granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor, and shall be available direct each Account Debtor to Agent at all timesmake payments directly to Lender’s Concentration Account; and (iii) shall have do anything further that may be lawfully required by Agent to secure Agent, for the right benefit of itself and Lenders, and to access effectuate the intentions of the Loan Documents. Borrower hereby authorizes Agent, for purposes of clause (i) hereof, upon any failure to send such notices and review directions within twenty (20) calendar days after the date of this Agreement (or twenty (20) calendar days after the Person becomes an Account Debtor), and for purposes of clause (ii) hereof, promptly following the occurrence and continuation of such Event of Default, to send any and all Portfolio Documents in Borrower’s or Servicer’s possession similar notices and any and all data and other information relating directions to Portfolio Documents as may from time to time be input to or stored within Borrower’s or Servicer’s computers and/or computer records including, without limitation, diskettes, tapes and other computer software and computer systemssuch Account Debtors.

Collateral Administration. (a) All tangible Collateral (except Collateral funds required to be deposited in the possession of Backup Servicer or AgentLockbox Accounts) will at all times be kept by Borrower or Servicer Borrowers at the locations set forth on Schedule 5.18B hereto, 5.17B hereto and shall not, without thirty (30) calendar days prior concurrent written notice to AgentLender, be moved therefrom other than to another such location, and in any case shall not be moved outside the continental United States. (b) Borrowers shall keep accurate and complete records of their Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic basis as Lender may request. ▇▇▇▇▇▇▇▇ hereby agrees to After the occurrence and during the continuance of an Event of Default, and upon Lender’s request, Borrowers shall execute and deliver to the Agent and Backup Servicer orLender formal written assignments of all of their Accounts weekly or daily as Lender may request, upon the request of the Agent, to the Servicer, on or prior to including all Accounts created since the date of each Revolving Advancethe last assignment, together with copies of claims, invoices and/or other information related thereto. To the Verification Deliverables for each Lease extent that is collections from such assigned Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrowers, but shall be available to be added to the Collateral in connection with such Revolving Advance. From and after the funding of each Advance hereunder, the originals of all Leases constituting Collateral in respect of such Advance shall, regardless of their location, be deemed to be under Agent’s dominion and control and deemed to be in Agent’s possession. Borrowers upon Borrowers’ written request. (c) Any of AgentLender’s officers, employees, representatives or agents, including, without limitation, Backup Servicer, agents shall have the right upon reasonable noticeright, at any time during normal business hours, in the name of Agent or any designee of Agent or Borrowerhours upon reasonable prior notice to Borrowers, to verify the validity, amount or any other matter relating to any Accounts of Borrowers; provided, however, Lender shall provide Borrower with 24 hours prior notice, unless such prior notice is otherwise waived by Borrower, before Lender may visit any of Borrower’s offices or properties or any other place where Collateral is located for the Collateralpurpose set forth in this Section unless such visit is otherwise permitted hereunder or pursuant to the other Loan Documents; provided, further, upon the occurrence and during the continuance of an Event of Default, Lender shall not be required to give such prior notice to any Borrower. Borrower Borrowers shall cooperate fully with Agent Lender in an effort to facilitate and promptly conclude such verification process. In addition to any provision of any Loan Document, Agent verification. (d) Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Lessees party Debtors owing Accounts to Leases held by Borrower Borrowers other than Medicaid/Medicare Account Debtors that their Leases Accounts have been assigned to Agent Lender and to collect such Leases Accounts directly in Agent’s its own name, for the benefit of itself and the Lenders, name and to charge collection costs and expenses, including attorney’s reasonable attorneys’ fees, to BorrowerBorrowers, and (ii) Medicaid/Medicare Account Debtors that Borrowers have waived any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (be) As and when determined by Agent Lender in its sole discretionPermitted Discretion, Agent will Lender shall have the right to perform the searches described in clauses (i) and (ii) below against BorrowerBorrowers and Guarantors (the results of which are to be consistent with Borrowers’ representations and warranties under this Agreement), Servicer and Holdingsat Borrowers’ reasonable expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower, Servicer or Holdings is organized; and (ii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower, Servicer or Holdings maintains Borrowers maintain their respective executive offices, a place of business or any assets. Katapult SPV-1 LLC – Amended and Restated Loan and Security Agreement (c) Borrower shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic basis as Agent may request assets or in its Permitted Discretion. (d) In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is not a transferable record under Applicable Law, Borrower shall deliver to Agent or, at the request of Agent, Servicer (i) the original Portfolio Documentsthey are organized; and (ii) originals bankruptcy, judgment, federal, state and local tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrowers (i) shall provide prompt written notice to their current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox Account as set forth in Section 2.5, and Borrowers hereby authorize Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or true copies ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the truth-in-lending disclosure statements andLoan Documents. (g) No Accounts or other Collateral shall at any time be in the possession or control of any warehouse, consignee, bailee or any of Borrowers’ agents or processors without prior written notice to Lender and the receipt by Lender, if required by Agent, lease applications, any related Account Lessee’s acknowledgments and understandings, and other receipts and payment authorization agreements, which shall be delivered, at Borrower’s expense, to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent Lender has so requested, Servicer’s of warehouse receipts, consignment agreements or Backup Servicer’s custody until all bailee lien waivers (as applicable) satisfactory to Lender prior to the commencement of such possession or control. Borrowers shall, upon the request of Lender, notify any such warehouse, consignee, bailee, agent or processor of the Obligations have been fully satisfied or Agent expressly agrees security interests and Liens in favor of Lender created pursuant to release this Agreement and the Loan Documents, instruct such custody Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Lender’s benefit. (h) Each Borrower acknowledges that Lender is authorized to file without the signature of such documents. In respect Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the portion Collateral, which financing statements may list Lender as the “secured party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral consisting under the Loan Documents (including an indication of the collateral covered by any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control such financing statement as “all assets” of such transferable electronic record in accordance with Applicable Law (to ensureBorrower now owned or hereafter acquired), among other things, that Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Agent at its address jurisdictions as set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s possession, custody, and control until all of the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agent. (e) Borrower hereby agrees to, and to cause Servicer to, take the following protective actions to prevent destruction of records pertaining to the Collateral: create an electronic file of the computerized information regarding the Collateral and provide Agent and Backup Servicer monthly with a copy of such file (A) no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, Agent at all times during regular business hours (provided, that any electronic materials available on a website or through other remote electronic means for which Agent has been given access shall be available to Agent at all times) shall have the right to access and review any and all Portfolio Documents in Borrower’s or Servicer’s possession and any and all data and other information relating to Portfolio Documents as may Lender from time to time be input determines are appropriate, and to file without the signature of such Borrower any continuations of or stored within Borrower’s corrective amendments to any such financing statements, in any such case in order for Lender to perfect, preserve or Servicer’s computers and/or computer records includingprotect the Liens, without limitationrights and remedies of Lender with respect to the Collateral. (i) Borrowers shall furnish to Lender from time to time any statements and schedules further identifying or describing the Collateral and any other information, diskettes, tapes and other computer software and computer systemsreports or evidence concerning the Collateral as Lender may reasonably request from time to time.

Collateral Administration. (a) All tangible Collateral (except Deposit Accounts and Collateral in the possession having an aggregate value of Backup Servicer $50,000 or Agentless at any one location) will at all times be kept by Borrower or Servicer at the locations set forth on Schedule 5.18B 5.4 hereto, which may be amended from time to time, and shall not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom other than to another such locationtherefrom, and in any case shall not be moved outside the continental United States. ▇▇▇▇▇▇▇▇ hereby agrees to deliver to the Agent and Backup Servicer orWhether or not an Event of Default has occurred, upon the request any of the Agent, to the Servicer, on or prior to the date of each Revolving Advance, the Verification Deliverables for each Lease that is to be added to the Collateral in connection with such Revolving Advance. From and after the funding of each Advance hereunder, the originals of all Leases constituting Collateral in respect of such Advance shall, regardless of their location, be deemed to be under Agent’s dominion and control and deemed to be in Agent’s possession. Any of Agent’s 's officers, employees, representatives or agents, including, without limitation, Backup Servicer, agents shall have the right upon reasonable noticeright, at any time during normal business hours, in the name of Agent or Agent, any designee of Agent Agent, or Borrower, to verify the validity, amount or any other matter relating to the Collateral. Borrower shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. In addition Notwithstanding anything in this subsection to any provision of any Loan Documentthe contrary, Agent shall have the right at all times after the occurrence and during the continuance continuation of an Event of Default to notify Account Lessees party Persons owing Accounts to Leases held by Borrower that their Leases Accounts have been assigned to Agent and to collect such Leases Accounts directly in Agent’s its own name, for the benefit of itself and the Lenders, name and to charge collection costs and expenses, including reasonable attorney’s 's fees, to Borrower. (b) As and when determined by Agent in its sole discretionPermitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower or any Guarantor (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), Servicer on a quarterly basis at Borrower's expense, unless an Event of Default has occurred and Holdingsis continuing in which case such searches shall be conducted as often as Agent deems reasonably appropriate at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower, Servicer or Holdings is Borrower and/or any Guarantors are organized; and (ii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above, and in any jurisdiction where Borrower, Servicer Borrower or Holdings maintains Guarantors maintain their executive offices, a respective offices or place of business or material assets to the extent that the UCC would permit a filing in such jurisdiction to attach a security interest in or Lien upon any assetsCollateral. Katapult SPV-1 LLC – Amended Agent will (i) upon Borrower's request and Restated Loan at Borrower's expense, provide copies of any such searches to Borrower and Security Agreement(ii) will use a search service with which Agent has a discount arrangement in an effort to minimize the expense of such searches. (c) Upon Agent's request, Borrower shall immediately deliver to Agent all items for which Lender must receive possession to obtain a perfected Lien and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral. (d) Borrower shall keep accurate and complete records of the Collateral its Accounts and all payments and collections thereon and shall submit such records to Agent on such periodic basis bases as Agent may request in its Permitted Discretion. (d) . In respect addition, if Accounts of Borrower in an aggregate face amount in excess of $500,000 become ineligible because they fall within one of the portion specified categories of ineligibility set forth in the Collateral consisting definition of any Lease which is evidenced by an electronic record that is not a transferable record under Applicable LawEligible Billed Receivables or Eligible Unbilled Receivables, Borrower shall notify Agent of such occurrence within two (2) Business Days following its discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. After the occurrence and during the continuation of an Event of Default, and upon Agent's request, Borrower shall execute and deliver to Agent orformal written assignments of all of its Accounts weekly or daily as Agent may request, at including all Accounts created since the request date of Agentthe last assignment, Servicer (i) the original Portfolio Documents; and (ii) originals or true together with copies of the truth-in-lending disclosure statements andclaims, if required by Agent, lease applications, any invoices and/or other information related Account Lessee’s acknowledgments and understandings, and other receipts and payment authorization agreements, which shall be delivered, at Borrower’s expense, to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or Backup Servicer’s custody until all of the Obligations have been fully satisfied or Agent expressly agrees to release such custody of such documents. In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control of such transferable electronic record in accordance with Applicable Law (to ensure, among other things, that Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Agent at its address as set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s possession, custody, and control until all of the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agentthereto. (e) Borrower hereby agrees to(i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, and to cause Servicer to, take the following protective actions to prevent destruction of records pertaining any Account Debtor not remitting to the Collateral: create an electronic file of the computerized information regarding the Collateral and provide Agent and Backup Servicer monthly with a copy of such file (A) no later than fifteen (15) days following the Closing Date Blocked Account, to do so promptly, and (Bii) no later than fifteen (15) days following after the end occurrence and during the continuation of an Event of Default, and upon Agent's request, shall provide prompt written notice to each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, Agent at all times during regular business hours (provided, Account Debtor that any electronic materials available on a website or through other remote electronic means for which Agent has been given access granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor, and shall be available direct each Account Debtor to Agent at all timesmake payments directly to Lender's Concentration Account. Borrower hereby authorizes Agent, for purposes of clause (i) shall have hereof, upon any failure to send such notices and directions within twenty (20) calendar days after the right date of this Agreement (or twenty (20) calendar days after the Person becomes an Account Debtor), and for purposes of clause (ii) hereof, promptly following the occurrence and continuation of such Event of Default, to access and review send any and all Portfolio Documents in Borrower’s or Servicer’s possession similar notices and any directions to such Account Debtors, and all data (iii) shall do anything further that may be lawfully required by Agent to secure Agent, for the benefit of itself and other information relating Lenders, and to Portfolio Documents as may from time to time be input to or stored within Borrower’s or Servicer’s computers and/or computer records including, without limitation, diskettes, tapes and other computer software and computer systemseffectuate the intentions of the Loan Documents.

Collateral Administration. (a) All tangible Collateral (except Collateral in the possession of Backup Servicer or AgentDeposit Accounts) will at all times be kept by Borrower or Servicer at the locations set forth on Schedule 5.18B hereto, hereto and shall not, without thirty (30) 30 calendar days prior written notice to Agent, be moved therefrom other than to another such locationtherefrom, and in any case shall not be moved outside the continental United StatesStates or, in the case of Ramsay Youth Services Puerto Rico, Inc., a Puerto Rico corporation ("RY PUERTO RICO"), Puerto Rico. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Agent on such periodic bases as Agent may request. ▇▇▇▇▇▇▇▇ hereby agrees In addition, if Accounts of Borrower in an aggregate face amount in excess of $10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Agent of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Agent, Borrower shall execute and deliver to Agent formal written assignments of all of its Accounts weekly or daily as Agent may request, including all Accounts created since the Agent and Backup Servicer ordate of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower but shall be available to Borrower upon the request Borrower's written request. (c) Whether or not an Event of Default has occurred, any of the Agent, to the Servicer, on or prior to the date of each Revolving Advance, the Verification Deliverables for each Lease that is to be added to the Collateral in connection with such Revolving Advance. From and after the funding of each Advance hereunder, the originals of all Leases constituting Collateral in respect of such Advance shall, regardless of their location, be deemed to be under Agent’s dominion and control and deemed to be in Agent’s possession. Any of Agent’s 's officers, employees, representatives or agents, including, without limitation, Backup Servicer, agents shall have the right upon reasonable noticeright, at any time during normal business hours, in the name of Agent or Agent, any designee of Agent or Borrower, to verify the validity, amount or any other matter relating to the Collateralany Accounts of Borrower. Borrower shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Agent, for the account of Lenders. In addition to any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Lessees party Debtors owing Accounts to Leases held by Borrower Borrower, other than Medicaid/Medicare Account Debtors, that their Leases Accounts have been assigned to Agent and to collect such Leases directly in Agent’s own name, for the benefit of itself and the Lenders, and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s 's fees, to Borrower, and (ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Agent to obtain a court order recognizing the assignment or security interest and lien of Agent, for the benefit of itself and Lenders, in and to any Account or other Collateral and that Agent is seeking or may seek to obtain a court order recognizing the assignment or security interest and lien of Agent, for the benefit of itself and Lenders, in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (be) As and when determined by Agent in its sole discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), Servicer and Holdingsall at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower, Servicer Borrower and/or any Guarantors (A) are organized and (B) own or Holdings is organizedlease any real or personal property; and (ii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower, Servicer or Holdings maintains their executive offices, a place of business or any assets. Katapult SPV-1 LLC – Amended and Restated Loan and Security Agreement searched under clause (ci) Borrower shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic basis as Agent may request in its Permitted Discretionabove. (df) In respect Borrower (i) shall, during an Event of Default, provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Agent has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Agent and/or Lenders, upon any failure to send such notices and directions within 10 calendar days after the date of this Agreement (or 10 calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Agent and/or any Lender to secure Agent, for the benefit of itself and Lenders, and effectuate the intentions of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is not a transferable record under Applicable LawLoan Documents. At Agent's request, Borrower shall immediately deliver to Agent or, at the request of Agent, Servicer (i) the original Portfolio Documents; and (ii) originals or true copies of the truth-in-lending disclosure statements and, if required by Agent, lease applications, any related Account Lessee’s acknowledgments and understandings, and other receipts and payment authorization agreements, which shall be delivered, at Borrower’s expense, to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or Backup Servicer’s custody until all of the Obligations have been fully satisfied or Agent expressly agrees to release such custody of such documents. In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control of such transferable electronic record in accordance with Applicable Law (to ensure, among other things, that Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Agent at its address as set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s possession, custody, and control until all of the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agent. (e) Borrower hereby agrees to, and to cause Servicer to, take the following protective actions to prevent destruction of records pertaining to the Collateral: create an electronic file of the computerized information regarding the Collateral and provide Agent and Backup Servicer monthly with a copy of such file (A) no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, Agent at all times during regular business hours (provided, that any electronic materials available on a website or through other remote electronic means items for which Agent has been given access shall be available must receive possession to Agent at all times) shall have the right to access and review any obtain a perfected security interest and all Portfolio Documents in Borrower’s or Servicer’s possession notes, certificates, and documents of title, chattel paper, warehouse receipts, instruments, and any and all data and other information relating to Portfolio Documents as may from time to time be input to or stored within Borrower’s or Servicer’s computers and/or computer records including, without limitation, diskettes, tapes and other computer software and computer systemssimilar instruments constituting Collateral.

Collateral Administration. (a) All tangible Collateral (except Collateral in the possession of Backup Servicer or AgentDeposit Accounts) will at all times be kept by Borrower or Servicer Purchaser at the locations set forth on Schedule 5.18B hereto, hereto and shall not, without thirty (30) calendar days prior written notice to AgentSeller, be moved therefrom other than to another such locationtherefrom, and in any case shall not be moved outside the continental United States. ▇▇▇▇▇▇▇▇ hereby agrees . (b) Purchaser shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to deliver to the Agent and Backup Servicer orSeller on such periodic bases as Seller may request. (c) Whether or not an Event of Default has occurred, upon the request any of the Agent, to the Servicer, on or prior to the date of each Revolving Advance, the Verification Deliverables for each Lease that is to be added to the Collateral in connection with such Revolving Advance. From and after the funding of each Advance hereunder, the originals of all Leases constituting Collateral in respect of such Advance shall, regardless of their location, be deemed to be under Agent’s dominion and control and deemed to be in Agent’s possession. Any of AgentSeller’s officers, employees, representatives or agents, including, without limitation, Backup Servicer, agents shall have the right upon reasonable noticeright, at any time during normal business hours, in the name of Agent or Seller, any designee of Agent Seller or BorrowerPurchaser, to verify the validity, amount or any other matter relating to the Collateralany Accounts of Purchaser. Borrower Purchaser shall cooperate fully with Agent Seller in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, subject to the terms of the Master Subordination Agreement, Purchaser shall endeavor in the first instance to make collection of its Accounts for Seller. In addition Subject to any provision the terms of any Loan Documentthe Master Subordination Agreement, Agent Seller shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Lessees party Debtors owing Accounts to Leases held by Borrower Purchaser that their Leases Accounts have been assigned to Agent Seller and to collect such Leases Accounts directly in Agent’s its own name, for the benefit of itself and the Lenders, name and to charge collection costs and expenses, including reasonable attorney’s fees, to BorrowerPurchaser. (be) As and when determined by Agent Seller in its sole discretion, Agent Seller will perform the searches described in clauses (i) and (ii) below against BorrowerPurchaser (the results of which are to be consistent with Purchaser’s representations and warranties under this Agreement), Servicer and Holdingsall at Purchaser’s expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of Purchaser and the Secretary of State and local filing offices of each jurisdiction where BorrowerPurchaser maintain their respective executive offices, Servicer a place of business or Holdings is organizedassets; and (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office;and (iii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower, Servicer or Holdings maintains their executive offices, a place of business or any assets. Katapult SPV-1 LLC – Amended and Restated Loan and Security Agreement searched under clause (ci) Borrower shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic basis as Agent may request in its Permitted Discretionabove. (df) In respect of Upon notice from Seller that the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is not a transferable record under Applicable LawMaster Subordination Agreement has been terminated, Borrower shall deliver to Agent or, at the request of Agent, Servicer Purchaser (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the original Portfolio Documents; and Concentration Account, (ii) originals or true copies of shall provide prompt written notice to each Account Debtor that Seller has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the truth-in-lending disclosure statements and, if required by Agent, lease applications, any related Account Lessee’s acknowledgments and understandingsappropriate Lockbox Account, and other receipts Purchaser hereby authorizes Seller, upon any failure to send such notices and payment authorization agreements, which shall be delivered, at Borrower’s expensedirections within ten calendar days after the date of this Agreement (or ten calendar days after the Person becomes an Account Debtor), to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or Backup Servicer’s custody until all of the Obligations have been fully satisfied or Agent expressly agrees to release such custody of such documents. In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control of such transferable electronic record in accordance with Applicable Law (to ensure, among other things, that Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Agent at its address as set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s possession, custody, and control until all of the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agent. (e) Borrower hereby agrees to, and to cause Servicer to, take the following protective actions to prevent destruction of records pertaining to the Collateral: create an electronic file of the computerized information regarding the Collateral and provide Agent and Backup Servicer monthly with a copy of such file (A) no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, Agent at all times during regular business hours (provided, that any electronic materials available on a website or through other remote electronic means for which Agent has been given access shall be available to Agent at all times) shall have the right to access and review send any and all Portfolio Documents in Borrowersimilar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Seller to create and perfect Seller’s or Servicer’s lien on any collateral and effectuate the intentions of the Acquisition Documents. Upon notice from Seller that the Master Subordination Agreement has been terminated, Purchaser shall immediately deliver to Seller all items for which Seller must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any and other similar instruments constituting Collateral (collectively, “Control Collateral”). Until such time as the Master Subordination Agreement has terminated, all data and other information relating Control Collateral shall be held by CapitalSource for the benefit of Seller for the purpose of perfecting Seller’s security interest therein. Concurrently with the termination of the Master Subordination Agreement, CapitalSource shall deliver all Control Collateral to Portfolio Documents as may from time to time be input to or stored within Borrower’s or Servicer’s computers and/or computer records including, without limitation, diskettes, tapes and other computer software and computer systemsSeller.

Collateral Administration. (a) All tangible Collateral (except Deposit Accounts and Collateral in the possession of Backup Servicer or AgentCustodian) will at all times be kept by Borrower or Servicer at the locations set forth on Schedule 5.18B 5.18A hereto, and shall not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom other than to another such location, and in any case shall not be moved outside the continental United States. ▇▇▇▇▇▇▇▇ Borrower hereby agrees to deliver deliver, or cause to the Agent and Backup Servicer or, upon the request of the Agentbe delivered, to the Servicer, on or prior to the date of each Revolving AdvanceCustodian, the Verification Custodian Deliverables for with respect to each Lease that is Pledged Loan (other than as it relates to be added to the Collateral in connection with such Revolving Advance. From and an Approved Syndicated Loan or Broadly Syndicated Loan) within five (5) Business Days after the funding of each Advance hereunder, the originals of all Leases constituting Collateral in respect of such Advance related Borrowing Date. All Pledged Loans shall, regardless of their location, be deemed to be under Agent’s dominion and control (with files so labeled) and deemed to be in Agent’s possession. Any of Agent’s officers, employees, representatives or agents, including, without limitation, Backup Servicer, agents shall have the right upon reasonable notice, at any time during normal business hours, in the name of Agent or any designee of Agent or Borrower, to verify the validity, amount or any other matter relating to the Collateral, including inventory appraisals. Borrower shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification processprocess or inventory appraisals. In addition to and notwithstanding any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Lessees party any Person owing amounts pursuant to Leases held by Borrower Pledged Loans that their Leases have Pledged Loan has been assigned to Agent and to collect such Leases amounts directly in Agent’s its own name, for the benefit of itself and the Lenders, name and to charge collection costs and expenses, including attorney’s reasonable attorneys’ fees, to Borrower, provided, however, that Borrower shall endeavor in the first instance to make collection of such amounts for Agent. (b) As and when determined by Agent in its sole discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower, Servicer and Holdings: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where BorrowerBorrower are organized and/or maintain their executive offices, Servicer a place of business or Holdings is organizedassets; and (ii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower, Servicer or Holdings maintains their executive offices, a place of business or any assets. Katapult SPV-1 LLC – Amended and Restated Loan and Security Agreementsearched under clause (i) above. (c) Within five (5) Business Days after the applicable Borrowing Date, Borrower shall deliver, or cause to be delivered, to Agent or Custodian any Attached Equity Interests and all items of Collateral that Agent must receive possession of to obtain a first-priority perfected Lien in such Collateral to the extent not already in the possession of Agent or Custodian. (d) Borrower shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic basis as Agent may request in its Permitted Discretion. (d) In respect sole discretion. If requested by Agent upon or at any time after the occurrence and during the continuation of the portion an Event of the Collateral consisting of any Lease which is evidenced by an electronic record that is not a transferable record under Applicable LawDefault, Borrower shall execute and deliver to Agent or, at the request of Agent, Servicer (i) the original Portfolio Documents; and (ii) originals or true formal written assignments of all of its Pledged Loans as Agent may request, together with copies of claims, invoices and/or other information related thereto. To the truth-in-lending disclosure statements andextent that collections from such assigned Pledged Loans exceed the amount of the outstanding Obligations, if required upon confirmation by AgentAgent of such excess amount and so long as no Default or Event of Default has occurred and is continuing, lease applications, any related Account Lessee’s acknowledgments and understandings, and other receipts and payment authorization agreements, which such excess amount shall be delivered, at Borrower’s expense, refunded to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or Backup Servicer’s custody until all of the Obligations have been fully satisfied or Agent expressly agrees to release such custody of such documents. In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control of such transferable electronic record upon written request in accordance with Applicable Law (to ensure, among other things, that Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Agent at its address as set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s possession, custody, and control until all terms of the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agentthis Agreement. (e) Borrower hereby agrees to, and to cause Servicer to, take the following protective actions to prevent destruction of records pertaining to the Borrower’s Collateral: (i) if Borrower maintains its Collateral records on a manual system, such records shall be kept in a fire proof room or on no less than thirty (30) calendar days following the end of each calendar month, a record of all payments on Pledged Loans and all other matters relating to the Collateral shall be placed in an off-site safety deposit box (and Agent shall have access to such safety deposit box); or (ii) if the Collateral records are computerized, Borrower agrees to create an electronic file “back-up” of the computerized information regarding the Collateral and to provide Agent and Backup Servicer monthly with a an electronic copy of such file “back-up” information (A) no later than fifteen (15) days following prior to the Closing Date and (B) no later than fifteen thirty (1530) days following the end of each calendar month following the Closing Date. (f) Promptly upon learning of the anticipated payment in full of any Pledged Loan, Borrower shall give written notice thereof to Agent. Subject Within two (2) Business Days after the actual payment in full of any Pledged Loan and delivery of the proceeds thereof to the limitations Blocked Account in accordance with Section 2.4 hereof, Borrower shall give written notice thereof to Agent and Custodian of such payment. (g) Notwithstanding anything set forth herein to the contrary, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, then upon Agent’s receipt of (i) a written request for the release of Agent’s Lien on any Pledged Loan, (ii) unless otherwise agreed to in writing by Agent in its sole discretion, evidence acceptable to Agent that such Pledged Loan is being sold to a third-party, non-Affiliate of Borrower on an arms-length basis for which purchase no Affiliate of Borrower is providing seller financing in connection with such sale and (iii) receipt of payment (or payment into escrow pursuant to a mechanism acceptable to Agent) of an amount equal to (A) 100% of the net proceeds of the sale of such Pledged Loan plus (B) the amount required (if any) to cause borrower to be in compliance with Section 6.7 2.6 hereof following the release of such Pledged Loan, Agent shall, promptly, at Borrower’s cost and expense, deliver to Borrower (i) any Collateral relating to such Pledged Loan and (ii) Borrower-prepared release, satisfaction, discharge and/or termination agreements or similar instruments or filings in relation to such related Collateral and any other UCC or similar filings made by Agent in relation thereto, in form and substance reasonably satisfactory to Agent. Upon the request of Borrower, Agent agrees to provide a payoff letter, in form and substance acceptable to Agent, for the release of Agent’s Lien on any such Pledged Loan, subject to the terms and conditions of this Agreement, Agent at Section 2.11(g). Borrower shall bear the responsibility of recording any such documents and shall bear all times during regular business hours out-of-pocket expenses (provided, that any electronic materials available on a website or through other remote electronic means for which Agent has been given access shall be available to Agent at all times) shall have the right to access and review any and all Portfolio Documents in Borrower’s or Servicer’s possession and any and all data and other information relating to Portfolio Documents as may from time to time be input to or stored within Borrower’s or Servicer’s computers and/or computer records including, without limitation, disketteslegal fees and disbursements of Agent or any Lender) in connection with such payoff letter, tapes release, reassignment and other computer software and computer systemsdelivery.

Collateral Administration. (a) All tangible Collateral (except Collateral funds required to be deposited in the possession of Backup Servicer or AgentLockbox Accounts) will at all times be kept by Borrower or Servicer at the locations (including warehouses) set forth on Schedule 5.18B hereto, 5.18 hereto and shall not, without thirty (30) calendar days prior concurrent written notice to AgentLender, be moved therefrom other than to another such location, and in any case shall not be moved outside the continental United StatesStates or Canada, as applicable. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic basis as Lender may request. ▇▇▇▇▇▇▇▇ hereby agrees to After the occurrence and during the continuance of an Event of Default, and upon Lender’s request, Borrower shall execute and deliver to the Agent and Backup Servicer orLender formal written assignments of all of its Accounts weekly or daily as Lender may request, upon the request of the Agent, to the Servicer, on or prior to including all Accounts created since the date of each Revolving Advancethe last assignment, together with copies of invoices and/or other information related thereto. To the Verification Deliverables for each Lease extent that is collections from such assigned Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be available to be added to the Collateral in connection with such Revolving Advance. From and after the funding of each Advance hereunder, the originals of all Leases constituting Collateral in respect of such Advance shall, regardless of their location, be deemed to be under AgentBorrower upon Borrower’s dominion and control and deemed to be in Agent’s possession. written request. (c) Any of AgentLender’s officers, employees, representatives or agents, including, without limitation, Backup Servicer, agents shall have the right upon reasonable noticeright, at any time during normal business hours, in the name of Agent or any designee of Agent or hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to the Collateralany Accounts of Borrower. Borrower shall cooperate fully with Agent Lender in an effort to facilitate and promptly conclude such verification process. In addition to any provision of any Loan Document, Agent verification. (d) Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Lessees party Debtors owing Accounts to Leases held by Borrower that their Leases Accounts have been assigned to Agent Lender and to collect such Leases Accounts directly in Agent’s its own name, for the benefit of itself and the Lenders, name and to charge collection costs and expenses, including attorney’s reasonable attorneys’ fees, to Borrower. (be) As and when determined by Agent Lender in its sole discretionPermitted Discretion, Agent will Lender shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), Servicer and Holdingsat Borrower’s reasonable expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower, Servicer or Holdings is organized; and (ii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower, Servicer or Holdings Borrower maintains their its executive offices, a place of business or any assets. Katapult SPV-1 LLC – Amended and Restated Loan and Security Agreement (c) Borrower shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic basis as Agent may request assets or in its Permitted Discretion. (d) In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is not a transferable record under Applicable Law, Borrower shall deliver to Agent or, at the request of Agent, Servicer (i) the original Portfolio Documentsthey are organized; and (ii) originals judgment and federal, state and local tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the Lockbox Account as set forth in Section 2.5, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or true copies ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the truth-in-lending disclosure statements andLoan Documents. (g) As of the Closing Date, if except as disclosed on Schedule 5.3, no Borrower has any ownership interest in any Chattel Paper (as defined in Article 9 of the UCC), letter of credit rights, commercial tort claims, Instruments, documents or investment property (other than equity interests in any Subsidiaries of such Borrower disclosed on Schedule 5.3) and Borrowers shall give notice to Lender promptly (but in any event not later than the delivery by Borrowers of the next Borrowing Certificate required pursuant to Section 2.4 above) upon the acquisition by Agentany Borrower of any such Chattel Paper, lease applicationsletter of credit rights, commercial tort claims, Instruments, documents, investment property. No Person other than any related Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account, investment property (including Securities Accounts and commodities account), letter of credit rights or electronic chattel paper in which any Borrower has any interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary with whom any Deposit Account, Securities Account Lessee’s acknowledgments or commodities account of Borrowers is maintained). (h) Borrowers will conduct a physical count of the Inventory at the locations which contain Eligible Inventory at least once per year and understandingsat such other times as Lender requests, and other receipts Borrowers shall provide to Lender a written accounting of such physical count in form and payment authorization agreementssubstance satisfactory to Lender. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, which shall be deliveredfrom time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports in form and substance and from appraisers reasonably satisfactory to Lender stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (i) In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports, at the Borrower’s expense, in form and substance and from appraisers reasonably satisfactory to Agent Lender stating the then current Orderly Liquidation Values, as required by the Lender, and fair market values of all or any portion of Inventory, Intellectual Property and furniture, fixtures and equipment owned by each Borrower or any Subsidiaries. (j) Borrowers shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the ordinary course of business, made while no Default exists and in amounts which are not material with respect to the Account and which, after giving effect thereto, do not cause the Borrowing Base to be less than the Revolving Loans outstanding) without the prior written consent of Lender. Without limiting the generality of this Agreement or any other provisions of any of the Loan Documents relating to the rights of Lender after the occurrence and during the continuance of an Event of Default, Lender shall have the right at its address any time after the occurrence and during the continuance of an Event of Default to: (i) exercise the rights of Borrowers with respect to the obligation of any Account Debtor to make payment or otherwise render performance to Borrowers and with respect to any property that secures the obligations of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts. (k) Without limiting the generality of Sections 2.10(g) and (j): (A) Borrowers shall deliver to Lender all tangible Chattel Paper and all Instruments and documents owned by any Borrower and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall provide Lender with “control” (as defined in Article 9 of the UCC) of all electronic Chattel Paper owned by any Borrower and constituting part of the Collateral by having Lender identified as the assignee on the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set forth herein or as otherwise specified by Agent andin the UCC. Borrowers also shall deliver to Lender all security agreements securing any such Chattel Paper and securing any such Instruments. Borrowers will ▇▇▇▇ conspicuously all such Chattel Paper and all such Instruments and documents with a legend, except as otherwise expressly provided herein in form and substance satisfactory to Lender, indicating that such Chattel Paper and such instruments and documents are subject to the contrarysecurity interests and Liens in favor of Lender created pursuant to this Agreement and the Security Documents. (B) Borrowers shall deliver to Lender all letters of credit on which any Borrower is the beneficiary and which give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each case duly endorsed and accompanied by duly executed instruments of transfer or assignment, held all in Agent’s custody orform and substance satisfactory to Lender. Borrowers shall take any and all actions as may be necessary or desirable, or that Lender may request, from time to time, to cause Lender to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit rights in a manner acceptable to Lender. (C) Borrowers shall promptly advise Lender upon any Borrower becoming aware that it has any interests in any commercial tort claim that constitutes part of the Collateral, which such notice shall include descriptions of the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect to any such commercial tort claim, execute and deliver to Lender such documents as Lender shall request to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to any such commercial tort claim. (D) No Accounts or Inventory or other Collateral shall at any time be in the possession or control of any warehouse, consignee, bailee or any of Borrowers’ agents or processors without prior written notice to Lender and the receipt by Lender, if Agent Lender has so requested, Servicer’s of warehouse receipts, consignment agreements or Backup Servicer’s custody until all bailee lien waivers (as applicable) satisfactory to Lender prior to the commencement of such possession or control. Borrower has notified Lender that Inventory is currently located at the locations set forth on Schedule 5.18. Borrowers shall, upon the request of Lender, notify any such warehouse, consignee, bailee, agent or processor of the Obligations have been fully satisfied security interests and Liens in favor of Lender created pursuant to this Agreement and the Loan Documents, instruct such Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Lender’s benefit. (E) Borrowers shall cause all equipment and other tangible Personal Property other than Inventory to be maintained and preserved in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or Agent expressly agrees cause to release be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such custody end. Upon request of Lender, Borrowers shall promptly deliver to Lender any and all certificates of title, applications for title or similar evidence of ownership of all such tangible Personal Property and shall cause Lender to be named as lienholder on any such certificate of title or other evidence of ownership. Borrowers shall not permit any such tangible Personal Property to become fixtures to real estate unless such real estate is subject to a Lien in favor of Lender. (F) Each Borrower acknowledges that Lender is authorized to file without the signature of such documents. In respect Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the portion Collateral, which financing statements may list Lender as the “secured party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral consisting under the Loan Documents (including an indication of the collateral covered by any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control such financing statement as “all assets” of such transferable electronic record in accordance with Applicable Law (to ensureBorrower now owned or hereafter acquired), among other things, that Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Agent at its address jurisdictions as set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s possession, custody, and control until all of the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agent. (e) Borrower hereby agrees to, and to cause Servicer to, take the following protective actions to prevent destruction of records pertaining to the Collateral: create an electronic file of the computerized information regarding the Collateral and provide Agent and Backup Servicer monthly with a copy of such file (A) no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, Agent at all times during regular business hours (provided, that any electronic materials available on a website or through other remote electronic means for which Agent has been given access shall be available to Agent at all times) shall have the right to access and review any and all Portfolio Documents in Borrower’s or Servicer’s possession and any and all data and other information relating to Portfolio Documents as may Lender from time to time be input determines are appropriate, and to file without the signature of such Borrower any continuations of or stored within Borrower’s corrective amendments to any such financing statements, in any such case in order for Lender to perfect, preserve or Servicer’s computers and/or computer records protect the Liens, rights and remedies of Lender with respect to the Collateral. Each Borrower also ratifies its authorization for Lender to have filed in any jurisdiction any initial UCC financing statements or amendments thereto if filed prior to the date hereof. (G) As of the Closing Date, no Borrower holds, and after the Closing Date Borrowers shall promptly notify Lender in writing upon creation or acquisition by any Borrower of, any Collateral which constitutes a claim against any Governmental Authority, including, without limitation, diskettesthe federal government of the United States or any instrumentality or agency thereof, tapes the assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other computer software comparable Law. If any Collateral at any time constitutes a claim against a Governmental Authority, upon the request of Lender, Borrowers shall take such steps as may be necessary or desirable, or that Lender may request, to comply with any such applicable Law. (H) Borrower shall provide Lender with a letter agreement acceptable in form and computer systemssubstance to Lender with regards to each manufacturer of Borrower that as of the Closing Date and from time to time thereafter accounts at any time for five percent (5%) or more of Borrower’s aggregate Inventory pursuant to which such manufacturer shall (i) consent to the assignment by Borrower to Lender of all of Borrower’s rights and remedies under such manufacturing agreement and (ii) upon the occurrence of an Event of Default hereunder, agree to work with Lender to complete the production of any Inventory that manufacturer is manufacturing on behalf of Borrower at such time. (I) Borrower shall provide Lender with a collateral assignment acceptable in form and substance to Lender of each Services Outsourcing Agreement entered into by Borrower as of the Closing Date from time to time thereafter, including without limitation the ▇▇▇▇▇▇▇ Agreement, which collateral assignment shall be by and between Borrower and Lender and acknowledged by each Servicer party to such Services Outsourcing Agreement. (J) Borrowers shall furnish to Lender from time to time any statements and schedules further identifying or describing the Collateral and any other information, reports or evidence concerning the Collateral as Lender may reasonably request from time to time.

Collateral Administration. (a) All tangible Collateral (except Collateral in the possession of Backup Servicer or AgentDeposit Accounts) will at all times be kept by Borrower or Servicer at the locations set forth on Schedule 5.18B hereto, hereto and shall not, without thirty (30) calendar days prior written notice to AgentLender, be moved therefrom other than unless Lender has entered into the necessary documents to another perfect and enforce its security interest therein at such new location, and in any case shall not be moved outside the continental United States. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may request. ▇▇▇▇▇▇▇▇ hereby agrees In addition, if Accounts of Borrower in an aggregate face amount in excess of $30,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. Following the occurrence and during the continuance of an Event of Default, if requested by Lender, Borrower shall execute and deliver to the Agent and Backup Servicer Lender formal written assignments (or, upon in the request case of Medicaid/Medicare Account Debtors, documents necessary to comply with the AgentFederal Assignment of Claims Act) of all of its Accounts weekly or daily as Lender may request, to the Servicer, on or prior to including all Accounts created since the date of each Revolving Advancethe last assignment, together with copies of claims, invoices and/or other information related thereto. To the Verification Deliverables for each Lease extent that is collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be available to be added to Borrower upon Borrower's written request. (c) Following an occurrence or during the Collateral in connection with such Revolving Advance. From and after the funding continuance of each Advance hereunderan Event of Default, the originals any of all Leases constituting Collateral in respect of such Advance shall, regardless of their location, be deemed to be under Agent’s dominion and control and deemed to be in Agent’s possession. Any of Agent’s Lender's officers, employees, representatives or agents, including, without limitation, Backup Servicer, agents shall have the right upon reasonable noticeright, at any time during normal business hours, in the name of Agent or Lender, any designee of Agent Lender or Borrower, to verify the validity, amount or any other matter relating to the Collateralany Accounts or Inventory of Borrower. Borrower shall cooperate fully with Agent Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. In addition to any provision of any Loan Document, Agent Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Lessees party Debtors owing Accounts to Leases held by Borrower other than Medicaid/Medicare Account Debtors that their Leases Accounts have been assigned to Agent Lender and to collect such Leases Accounts directly in Agent’s its own name, for the benefit of itself and the Lenders, name and to charge collection costs and expenses, including reasonable attorney’s 's fees, to Borrower, and (ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (be) As and when determined by Agent Lender in its sole discretiondiscretion but not more often than four (4) times per year prior to the occurrence and continuance of an Event of Default, Agent Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), Servicer and Holdingsall at Borrower's expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices of each jurisdiction where BorrowerBorrower and/or any Guarantors maintain their respective executive offices, Servicer a place of business or Holdings is organizedassets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iiiii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower, Servicer or Holdings maintains their executive offices, a place of business or any assets. Katapult SPV-1 LLC – Amended and Restated Loan and Security Agreement searched under clause (ci) Borrower shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic basis as Agent may request in its Permitted Discretionabove. (df) In respect Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to create and perfect Lender's lien on any collateral and effectuate the intentions of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is not a transferable record under Applicable LawLoan Documents. At Lender's request, Borrower shall immediately deliver or make arrangements to deliver to Agent orLender all items for which Lender must receive possession to obtain a perfected security interest and all notes, at the request of Agent, Servicer (i) the original Portfolio Documents; and (ii) originals or true copies of the truth-in-lending disclosure statements and, if required by Agent, lease applications, any related Account Lessee’s acknowledgments and understandingscertificates, and other receipts and payment authorization agreementsdocuments of title, which shall be deliveredChattel Paper, at Borrower’s expensewarehouse receipts, to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or Backup Servicer’s custody until all of the Obligations have been fully satisfied or Agent expressly agrees to release such custody of such documents. In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control of such transferable electronic record in accordance with Applicable Law (to ensure, among other things, that Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Agent at its address as set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s possession, custodyInstruments, and control until all of the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any similar instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agentconstituting Collateral. (e) Borrower hereby agrees to, and to cause Servicer to, take the following protective actions to prevent destruction of records pertaining to the Collateral: create an electronic file of the computerized information regarding the Collateral and provide Agent and Backup Servicer monthly with a copy of such file (A) no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, Agent at all times during regular business hours (provided, that any electronic materials available on a website or through other remote electronic means for which Agent has been given access shall be available to Agent at all times) shall have the right to access and review any and all Portfolio Documents in Borrower’s or Servicer’s possession and any and all data and other information relating to Portfolio Documents as may from time to time be input to or stored within Borrower’s or Servicer’s computers and/or computer records including, without limitation, diskettes, tapes and other computer software and computer systems.