Establishment of the Scorecard. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby establishes the Scorecard, attached hereto as [Exhibit A], based on the objective criteria specified, with which to evaluate the Participant’s performance during the Performance Period. The Scorecard shall represent an objective basis for determining the Performance Percentage for 2021.

Establishment of Performance Goals. Prior to, or shortly after the beginning of, each performance period, the Committee will approve # the participants for that performance period; # a target award opportunity for each participant, as well as threshold and maximum payout levels, which may be expressed as a percentage of the participant’s annual salary; # one or more specific performance goals that will apply for such performance period, which may vary among participants and from one performance period to another; and # a formula for determining the amounts that may become payable based on the level of achievement of the selected performance goals.

Establishment of TARGET AWARDs. Each Participant shall have a target award, reflected as a specified amount or a percentage of his or her Base Salary, that will be awarded to the Participant for the designated Plan Year if the established Performance Objectives are achieved at the target level (the “Target Award”). Each Plan Year, # the Committee shall approve the Target Award for each Participant that is a [Section 16] Officer, # the CEO shall approve the Target Award for all Participants other than [Section 16] Officers, and # the Committee shall approve the aggregate cost of Target Awards for all Participants other than [Section 16] Officers. Each Participant’s Target Award percentage will be communicated in writing to the Participant upon such Participant’s initial participation in the Plan, and shall remain in effect until any change thereto is communicated to the Participant in writing. The actual Annual Incentive Award to a Participant may be greater or less than his or her Target Award, depending on the level of achievement of applicable Performance Objectives and such other objective or subjective factors as the Committee with respect to [Section 16] Officers or the CEO with respect to individuals who are not [Section 16] Officers, as applicable, shall deem relevant.

Establishment of Imaging System. Other than with respect to any Electronic Contract, the Servicer shall maintain an imaging system through which the original physical Receivable File and, with respect to any Hard Secured Receivable, the original certificate of title (if such certificate of title is issued in physical and not in electronic form), if any, with respect to the Titled Asset securing such Hard Secured Receivable may be imaged and captured through a standalone PDF, or another electronic medium, and validated through an internal, controlled process with images captured, stored and identifiable at a central location as a backup to physical documentation; provided that any certificates of title that are issued electronically are not imaged and stored pursuant to this [clause (iv)] but are maintained by a third party electronic title lienholder. For the avoidance of doubt, the related image of a Contract that is an Electronic Contract will be stored in the Electronic Vault and will not be retained by the Servicer.

Establishment of the Accounts. The Servicer shall cause the Securities Intermediary to establish at the Account Bank, on or before the Closing Date, and to maintain in the name and for the account of the Borrower for the benefit of the Secured Parties at the Account Bank # the Collection Account and # the Reserve Account, in each case over which the Administrative Agent shall have sole dominion and control pursuant to the Account Control Agreement and from which neither the Servicer nor the Borrower shall have any right of withdrawal, except as otherwise set forth in the Account Control Agreement. The Borrower will be required to pay all reasonable fees and expenses owing to the Securities Intermediary in connection with the maintenance of the Accounts for its own account and shall not be entitled to any payment therefor. Following the Facility Termination Date, the Securities Intermediary shall terminate the Accounts.

This Amendment is a Refinancing Facility Amendment.

Upon # the occurrence and during the continuation of an Event of Default or # the failure of Liquidity to exceed $12,500,000 for five (5) consecutive Business Days, [[Organization B:Organization]] may elect to require that all collections of Receivables and other proceeds of Collateral be paid directly to [[Organization B:Organization]] or paid to [[Organization B:Organization]] pursuant to Deposit Account Control Agreements (such period of election, a "Cash Dominion Period"). Borrower shall be permitted to exit a Cash Dominion Period on the date that # Liquidity exceeds $12,500,000 for sixty (60) consecutive days and # no Event of Default then exists. During any Cash Dominion Period, all collections of Receivables and other proceeds of Collateral shall be applied first to the Revolving A Advances until the Revolving A Facility Usage has been reduced to zero, and thereafter to the Revolving B Advances.

On or prior to the Closing Date, the Accounts Bank shall establish and maintain, in the name of the Lender and on the books and records of the Accounts Bank at the offices of the Accounts Bank, the accounts listed in Exhibit A.

Establishment of Award Opportunities. Not later than the 90th day of each Performance Period and subject to the terms and conditions of Section 5 of the Performance Bonus Plan (including the limits on a Participant’s maximum Long-Term Incentive Bonuses with respect to the Performance Period), the Committee shall establish the Maximum Shares and Target Shares for each Participant’s Award Opportunity for the Performance Period. The Committee shall provide an Award Agreement to each Participant as soon as practical following the establishment of the Maximum Shares and Target Shares under the Participant’s Award Opportunity for the Performance Period.

Distributions From the Trust. Each Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of a Trust, and any such distribution shall reduce the Employer’s obligations under this Plan.