ENVA Enova International Inc

Asset-Backed Securitization Facility

On May 5, 2021, OnDeck Asset Securitization Trust III LLC (“ODAST III”), a wholly-owned subsidiary of Enova International, Inc. (the “Company”), issued $300 million initial principal amount of Fixed-Rate Asset Backed Notes (the “Series 2021-1 Notes”) in a securitization transaction (the “Series 2021-1 Transaction” and such series, the “2021-1 Series”). The Series 2021-1 Notes are the first series of notes ever issued by ODAST III. On May 5, 2021, the proceeds of the Series 2021-1 Transaction were used to purchase small business loans from On Deck Capital, Inc. (“ODC”) and ODK Capital, LLC, each of which is a wholly-owned subsidiary of the Company (“ODK”, and together with ODC, “OnDeck”), that will be pledged as collateral for the Series 2021-1 Notes. OnDeck used substantially all the proceeds from ODAST III to purchase such small business loans from certain of its subsidiaries and for other general corporate purposes.

The Series 2021-1 Notes were issued in four classes, Class A, Class B, Class C and Class D, were rated by DBRS, Inc. and Kroll Bond Rating Agency, LLC on the issue date and were priced with a weighted average fixed interest coupon of 2.07% per annum. The Series 2021-1 Notes were issued pursuant to the Base Indenture dated as of May 5, 2021 (as amended, the “Base Indenture”), as supplemented by the Series 2021-1 Indenture Supplement, dated as of May 5, 2021 (the “Series 2021-1 Indenture Supplement” and together with the Base Indenture, the “Indenture”), by and between ODAST III and Deutsche Bank Trust Company Americas, as Indenture Trustee. The Series 2021-1 Notes are, and future series of notes, if any, issued under the Base Indenture will be, secured by and payable from such series pro rata allocation of collections received on a revolving pool of small business loans transferred from time to time from OnDeck to ODAST III. At the time of issuance of the Series 2021-1 Notes, the portfolio of loans held by ODAST III and pledged to secure the Series 2021-1 Notes was approximately $316 million.

The following table summarizes certain aspects of the Series 2021-1 Transaction:

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The Company’s ability to utilize the asset-backed securitization facility is subject to compliance with various requirements set forth in the documents governing the Series 2021-1 Transaction. Such requirements include:

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

Concentration Limits. The ODAST III collateral pool is subject to certain concentration limits that, if exceeded, could require ODAST III to add or maintain additional collateral to maintain required collateral levels. Concentration limits in respect of the Series 2021-1 Transaction include, among others, geography, industry, minimum OnDeck Score ®, time in business, original term and outstanding principal balance.

The Company’s ability to utilize the asset-backed securitization facility is also subject to compliance with various covenants and other specified requirements set forth in the documents governing the Series 2021-1 Transaction. The failure to comply with such covenants and requirements may result in the accelerated repayment of amounts owed with respect to the Series 2021-1 Notes, often referred to as an amortization event, events of default under the Base Indenture and/or the termination of the facility. Such requirements include:

Portfolio Performance Covenants. Portfolio performance covenants include, among others, requirements that the pool not exceed certain delinquency rates and that the weighted average loan yield and the weighted average excess spread on the collateral pool not be less than stated minimum levels. Excess spread is generally the amount by which the collections received by ODAST III and allocated to the 2021-1 Series on a pro rata basis during a collection period (primarily interest and recoveries) exceed the fees and expenses allocated to the 2021-1 Series during such collection period (including interest expense, servicing fees and charge-offs).

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

Following an amortization event with respect to the Series 2021-1 Notes, the collections on the collateral allocated to the 2021-1 Series are also applied to repay principal on the Series 2021-1 Notes. Following an event of default under the Base Indenture, the collections on collateral are also applied to repay principal on the Series 2021-1 Notes and other outstanding notes, if any, issued by ODAST III.

ODC is acting as servicer with respect to the small business loans held by ODAST III. If ODC defaults in its servicing obligations or fails to meet certain other covenants, an amortization event could occur and/or ODC could be replaced by a designated backup servicer or another replacement servicer.

The loans and other assets transferred by OnDeck to ODAST III are owned by ODAST III, are pledged to secure the payment of the notes issued by ODAST III, are assets of ODAST III and are not available to satisfy any of the Company’s obligations. Investors in the Series 2021-1 Transaction do not have direct recourse to the Company or OnDeck and the transaction is structured to be bankruptcy remote.

The Series 2021-1 Notes were not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Series 2021-1 Notes were offered only to qualified institutional buyers under Rule 144A and, other than with respect to the Class D Notes, to persons outside the United States pursuant to Regulation S under the Securities

Act. Credit ratings are opinions of the relevant rating agency. They are not facts and are not opinions of the Company. They are not recommendations to purchase, sell or hold any securities and can be changed or withdrawn at any time.

The foregoing description of the Series 2021-1 Transaction does not purport to be complete and is qualified in its entirety by reference to the Indenture, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2021.