Address: Room 2762, 2nd/F, No. 3 Xuanhua Road

Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, except as specifically provided below, cause each Person who has become a Domestic Subsidiary that constitutes a [[Consolidated Entity:Organization]] during the calendar quarter that was just ended, to # become a Guarantor by executing and delivering to the [[Administrative Agent:Organization]] a Guarantor Joinder Agreement and such other documents as the [[Administrative Agent:Organization]] shall reasonably deem appropriate for such purpose, and # deliver to the [[Administrative Agent:Organization]] documents of the types referred to in [clauses (iii) and (iv) of Section 4.01(a)] and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the [[Administrative Agent:Organization]]; provided, however, that # a [[Consolidated Entity:Organization]] shall not be required to execute a Guarantor Joinder Agreement and become a Guarantor hereunder if such [[Consolidated Entity:Organization]] # owns no Unencumbered Properties which are included in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c), and (2)])] either # is prohibited under the terms of its Organization Documents or the terms of any Indebtedness from providing Guarantees of Indebtedness of any other Person, or # is not Wholly-Owned by the ​, or # is directly or indirectly Wholly-Owned by the ​ and does not have a direct or indirect interest in unencumbered real property assets with an aggregate book value of greater than $50,000,000 (provided that the Consolidated Entities which are otherwise exempted from executing a Guarantor Joinder Agreement pursuant to this subclause (a)(III) shall not individually or in the aggregate have asset values at any time in excess of 10% of the total value of Unencumbered Properties as such total value is reflected in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)] (as reasonably determined by the [[Administrative Agent:Organization]] using information provided to it by the ​ pursuant to the terms of this Agreement)), # in the event during any calendar quarter during the term of this Agreement, the ​, the ​ or any [[Consolidated Entity:Organization]] creates or acquires a Domestic Subsidiary that has an asset value that exceeds 5% of the total value of Unencumbered Properties as such total value is reflected in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)] (as reasonably determined by the [[Administrative Agent:Organization]] using information provided to it by the ​ pursuant to the terms of this Agreement), then provided that such Domestic Subsidiary owns Unencumbered Properties included in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)], the ​ shall require such newly created or acquired Domestic Subsidiary to execute and deliver the documentation required pursuant to [clauses (i) and (ii) above] within thirty (30) days of the date of creation or acquisition of such Domestic Subsidiary, and # to the extent a [[Consolidated Entity:Organization]] that was previously exempted from execution of a Guarantor Joinder Agreement pursuant to subclause # above no longer satisfies the criteria for exemption set forth therein and is required to be a Guarantor hereunder, such [[Consolidated Entity:Organization]] shall, within thirty (30) days of the end of the applicable calendar quarter, fulfill the requirements of [clauses (i) and (ii) above]. Notwithstanding the foregoing, the ​ may nominate any [[Consolidated Entity:Organization]] to become a Guarantor of the Facilities, and each such entity’s inclusion as a Guarantor of the Facilities shall be subject to the terms and conditions otherwise set forth in this Section 6.12. Notwithstanding the terms of clause 6.12(a)(ii) above, the [[Administrative Agent:Organization]] shall have the right, in the exercise of its reasonable discretion, to waive the requirement that the ​ provide an opinion of counsel with respect to a [[Consolidated Entity:Organization]] becoming a Guarantor hereunder for any [[Consolidated Entity:Organization]] that has aggregate assets of less than $50,000,000 and that does not represent more than 2% of the total value of all Unencumbered Properties.

The VIE structure or any provision of the VIE agreement is changed without the prior consent of the Pledgee; and

Designated Borrowers ​ may at any time, upon not less than 15 Business Days’ notice from ​ to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary of ​ (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of [Exhibit G] (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel, such information as may be requested pursuant to [Section 4.01(a)(x)] and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their sole discretion, and Notes signed by such new Subsidiary Borrowers to the extent any Lenders so require. If the Administrative Agent and each of the Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder (provided, for the avoidance of doubt, that any Lender may be entitled to reject any Applicant Borrower as a Designated Borrower hereunder to the extent that such Applicant Borrower is organized under the laws of a jurisdiction other than the United States or a political subdivision thereof, and such Lender may not legally lend to, establish credit for the account of, or do any business whatsoever with such Applicant Borrower), then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel, such information as may be requested pursuant to [Section 4.01(a)(x)] and other documents or information, the Administrative Agent shall send a notice in substantially the form of [Exhibit H] (a “Designated Borrower Notice”) to ​ and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Subsidiary Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective date.

Designated Borrowers. [[Released U.K. Borrowers:Organization]] may at any time, upon not less than fifteen (15) Business Days’ notice from [[Released U.K. Borrowers:Organization]] to the Canadian Agent or the Administrative Agent, as applicable (or such shorter period as may be agreed by such Agent in its sole discretion), # request to designate any additional Canadian Subsidiary of [[Released U.K. Borrowers:Organization]] (an “Applicant Canadian Borrower”) as a Designated Canadian Borrower to receive Canadian Revolving Loans, Canadian Swing Line Loans, and Bankers’ Acceptances hereunder by delivering to the Canadian Agent (which shall promptly deliver counterparts thereof to each Canadian Lender) a duly executed Designated Borrower Request and Assumption Agreement with respect to such Applicant Canadian Borrower, and # request to designate any additional Domestic Subsidiary of [[Released U.K. Borrowers:Organization]] (an “Applicant PR Borrower”) as a Designated PR Borrower to receive PR Revolving Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each PR Lender) a duly executed Designated Borrower Request and Assumption Agreement with respect to such Applicant PR Borrower, and # request to designate any additional U.K. Subsidiary of [[Released U.K. Borrowers:Organization]] (an “Applicant U.K. Borrower”) as a Designated U.K. Borrower to receive U.K. Revolving Loans and U.K. Swing Line Loans by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each U.K. Lender) a duly executed Designated Borrower Request and Assumption Agreement with respect to such Applicant U.K. Borrower. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (A) (1) with respect to an Applicant Canadian Borrower, the Canadian Agent and each Canadian Lender must each agree to such Applicant Borrower becoming a Designated Borrower, and # with respect to an Applicant PR Borrower, the Administrative Agent and each PR Lender must each agree to such Applicant Borrower becoming a Designated Borrower, and # with respect to an Applicant U.K. Borrower, the Administrative Agent and each U.K. Lender must each agree to such Applicant Borrower becoming a Designated Borrower, # the applicable Agent shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to such Agent, as may be required by such Agent, and Notes signed by such new Designated Borrower to the extent any applicable Lender so requires, and # upon the reasonable request of any applicable Lender, such Applicant Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Canadian AML Acts and if such Applicant Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Applicant Borrower shall have delivered, to each such Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in [clauses (A), (B) and (C) hereof], the “Designated Borrower Requirements”). If the Designated Borrower Requirements are met with respect to an Applicant Canadian Borrower, the Canadian Agent shall send a Designated Borrower Notice to [[Released U.K. Borrowers:Organization]] and the Canadian Lenders specifying the effective date upon which such Applicant Canadian Borrower shall constitute a Designated Canadian Borrower for purposes hereof, whereupon each of the Canadian Lenders agrees to permit such Designated Canadian Borrower to receive Canadian Revolving Loans, Canadian Swing Line Loans, and Bankers’ Acceptances hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Canadian Borrower otherwise shall be a Canadian Borrower for all purposes of this Agreement; provided that no Canadian Loan Notice, Canadian Swing Line Loan Notice or Bankers’ Acceptance Notice may be submitted by or on behalf of such Designated Canadian Borrower until the date five (5) Business Days after such effective date. If the Designated Borrower Requirements are met with respect to an Applicant PR Borrower, the Administrative Agent shall send a Designated Borrower Notice to [[Released U.K. Borrowers:Organization]] and the PR Lenders specifying the effective date upon which such Applicant PR Borrower shall constitute a Designated PR Borrower for purposes hereof, whereupon each of the PR Lenders agrees to permit such Designated PR Borrower to receive PR Revolving Loans on the terms and conditions set forth herein, and each of the parties agrees that such Designated PR Borrower otherwise shall be a PR Borrower for all purposes of this Agreement; provided that no PR Loan Notice may be submitted by or on behalf of such Designated PR Borrower until the date five (5) Business Days after such effective date. If the Designated Borrower Requirements are met with respect to an Applicant U.K. Borrower, the Administrative Agent shall send a Designated Borrower Notice to [[Released U.K. Borrowers:Organization]] and the U.K. Lenders specifying the effective date upon which such Applicant U.K. Borrower shall constitute a Designated U.K. Borrower for purposes hereof, whereupon each of the U.K. Lenders agrees to permit such Designated U.K. Borrower to receive U.K. Revolving Loans and U.K. Swing Line Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated U.K. Borrower otherwise shall be a U.K. Borrower for all purposes of this Agreement; provided that no U.K. Loan Notice or U.K. Swing Line Loan Notice may be submitted by or on behalf of such Designated U.K. Borrower until the date five (5) Business Days after such effective date.

Subsidiary Borrowers. In addition to the requirements of any other applicable provision of this Agreement or any other Loan Document, if any Subsidiary of a Borrower is formed or acquired after the Agreement Date, the Borrowers will notify the Credit Parties in writing thereof within 10 Business Days following the date on which such Subsidiary is formed or acquired (or such later date as may be acceptable to the Administrative Agent in its sole discretion) and, by such date (unless any such requirement is waived in writing by the Administrative agent in its sole discretion):

Contractual arrangement for VIE

To: Xiamen Qudian Technology Co., Ltd. (the “VIE Entity”)

“​ Group” means ​ and its subsidiaries and VIE.

Notice to Borrowers. The Administrative Agent shall promptly notify the Borrowers of the terms # of any Competitive Bid Quote submitted by a [[Organization A:Organization]] that is in accordance with subsection # of this Section and # of any Competitive Bid Quote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such [[Organization A:Organization]] with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. The Administrative Agent’s notice to the Borrowers shall specify # the aggregate principal amount of Competitive Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Quote Request, # the principal amounts and Competitive Bid Margins so offered and # if applicable, limitations on the aggregate principal amount of Competitive Bid Loans for which offers in any single Competitive Bid Quote may be accepted.