Second Amended and Restated Consumer Financing Services Agreement, dated May 31, 2017, between Citizens Bank, N.A. and APX Group, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment)

an application is made to a court for an order that a body corporate be wound up;

an application is made to a court for an order appointing a liquidator or provisional liquidator in respect of a body corporate, or one of them is appointed, whether or not under an order;

a receiver, manager or receiver and manager is appointed in respect of a body corporate for the whole or any part of its undertaking, property or assets;

except to reconstruct or amalgamate while solvent, a body corporate enters into, or resolves to enter into, a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any class of its creditors or it enters into or takes steps to enter into a reorganization, moratorium or other administration involving any of them;

a body corporate resolves to wind itself up, or otherwise dissolve itself or gives notice of its intention to do so, except to reconstruct or amalgamate while solvent or is otherwise wound up or dissolved;

a body corporate is, or states that it is insolvent;

a body corporate takes any step to obtain protection or is granted protection from its creditors, under any applicable legislation or an administrator is appointed to a body corporate; or

anything analogous or having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction.

The product offering constitutes Credit Services, as prepared and administered by Supplier, to facilitate purchases by Consumers of Company Products.

The Program elements shall include the following:

The Credit Services will be offered to Consumers in connection with Consumers’ purchase of Company Products.

The Credit Services will be an installment loan (as further described herein, a “Loan”) with an APR of zero percent (0%).

The maximum aggregate Loan Amount of [*] will be as set forth in the Supplier Credit Policy and the Program B Loans Credit Policy and the Loan term lengths will be forty-two (42) or sixty (60) months.

The Credit Services will be available through the Company Channels.

The Credit Services will be available on orders for Company Products that result in a Loan Amount of not less than [*].

The Borrower for a Program A Loan must have an existing, U.S.-based personal, commercial or small business credit card (which, for the avoidance of doubt, will not include a debit or prepaid card) in good standing. Such credit card may be the Borrower’s credit card on file with Company. The Borrower for a Program B Loan must have an existing credit card as described above or an existing U.S.-based “signature-required” debit card (which, for the avoidance of doubt, will not include “PIN” or “PIN-less” debit cards or prepaid cards). Such debit card may be the Borrower’s debit card on file with Company.

Split tender will be allowed in connection with Credit Services for Borrower purchases of Company Products through a Company Channel.

Except as approved in advance by Company in writing, at Company’s sole discretion, [*] to Borrower for originating the Program Loan or otherwise in connection with a Program Loan.

Regarding situations where shipment of a Product will be delayed, the Parties agree to follow the normal billing practices of Company in effect as of the Effective Date to ensure Borrowers are charged correctly; provided, however, that Company shall not change its billing practices without the prior written consent of Supplier, which consent shall not be unreasonably withheld or delayed.

The Credit Application shall include the following entry fields relating to Borrower and the credit (or debit) card, as applicable: [*]. All other entry fields shall be mutually agreed by the Parties unless the inclusion of such fields are required by Legal Requirements and included by Supplier consistently to the credit applications for all consumer credit programs to which such Legal Requirements are applicable.

The description of the Credit Services in the Program Materials shall include all disclosures required under applicable Legal Requirements. The drafting and adequacy of such disclosures shall be solely the responsibility of Citizens, provided that Company will be provided with a reasonable opportunity to review such disclosures in advance, though Company’s review shall in no way limit or offset Supplier’s sole responsibility for providing Credit Services disclosures that comply with applicable Legal Requirements. Citizens will be provided with a reasonable opportunity to review Company’s disclosures for Company Products that are financed by the Credit Services.

As it relates to returns of Company Products that were purchased with a Loan under the Program, the Parties agree as follows:

Company shall perform all usual and customary actions relating to processing such a return, provided, however, Company shall only return funds to the Consumer to the extent the funds relate to forms of tender unrelated to the Credit Services;

Company shall post to the applicable Loan account record for the Borrower the amount that Citizens delivered to Company under Article 9 below. Such posting shall occur automatically and as soon as reasonably practicable in connection with a return;

Citizens shall perform all actions relating to cancelling the Loan and providing a credit (if any) to the Borrower; and

To allow Company to identify a return as relating to a Loan, the name of the Program, to be determined by Company, will be included on the proof of purchase that Company provides to Borrower. Such proof of purchase may also include disclosure language.

Transaction Fee; Interchange Expenses. Company shall pay to Citizens a monthly fee (the “Transaction Fee”) calculated with respect to each month of the Program in the applicable amount set forth in the table below.

Credit Losses; Assignment of Program B Loans. As it relates to the Loans originated during the Term (collectively, the “Program Loans”), the Parties shall be responsible for the Credit Losses associated with the Program Loans as set forth in the table immediately below.

Fraud Losses.

Subject to the terms hereof, [*].

Company and Supplier will collaborate on fraud prevention and management as follows:

For the duration of the Agreement, Supplier agrees as follows:

Supplier shall, in cooperation with Company and in a manner consistent with the terms hereof, supply and operate financing systems, which enable the Supplier to offer Credit Services to Borrowers in the U.S.A. Subject to Section 3.1.14, Section 3.1.15 and Section 3.1.17, all decisions concerning the Credit Services and creditworthiness of any Consumer, including provision of the Credit Services in compliance with applicable Legal Requirements, shall be made at the good faith discretion of Supplier;

Supplier shall administer the Credit Services in accordance with the Services Level Agreement in Exhibit 2;

Supplier shall, at its own expense, be responsible for all activities associated with the servicing of all Loans under the Program, including billing account maintenance, transaction and payment posting, authorizations, customer service, including maintaining toll-free numbers, collections, and handling billing disputes, Company inquiries

If Supplier receives a Borrower complaint regarding the quality or delivery of any Company Products, Supplier shall refer such complaint to Company via a “warm transfer” to Company’s customer service unit pursuant to a mutually agreed warm transfer process;

Supplier shall produce Credit Application and disclosure forms for Credit Services in an electronic web-based and point-of-sale format accessible by Consumers and ensure that these forms evidence a bona fide installment loan transaction that is a valid, legal, and binding obligation that complies with all applicable Legal Requirements. Supplier will also produce online forms for Company telesales agents to access as well as check the status of a Credit Application and provide disclosures as required by applicable Legal Requirements;

Supplier shall provide support and assistance to Company for the integration of the Credit Services into Company operational processes;

Supplier will be provided with advance copies of Company Program Advertising and will have twenty-four (24) hours to review such materials and respond to Company to ensure the materials are in accordance with any Legal Requirements; provided, that if Supplier does not respond within such period, such Company Program Advertising shall be deemed approved;

[*];

To the extent, and in the manner, requested by Company, Supplier shall use its best efforts to promote and market the Credit Services in a manner that is not illegal, unfair, deceptive or abusive; Supplier shall provide Company with advance copies of all Program Materials, provided that Company’s review, acceptance or approval of same shall not relieve Supplier of its obligations or responsibilities with respect thereto. Any use of Company’s Marks by Supplier must be in accordance with Section 13.1;

Supplier shall be responsible for managing any Supplier Personnel which assists in developing, managing, processing, or marketing any aspect of the Program in any way. Supplier shall, upon written request, provide Company with the identity of any and all such Personnel along with a description of the work being performed. Further, Supplier shall: (i) develop metrics to monitor and maintain normal business operation, and be responsible for managing issues and ensure resolution within the metrics set out as defined in Exhibit 2; and (ii) ensure that Company’s Confidential Information and Program Information are handled in accordance with Article 11;

Supplier shall not pay any fees or costs associated with a Consumer’s transactions with Company;

Supplier shall provide Company with monthly reporting based on the agreed to metrics as set out in Exhibit 2;

Supplier shall provide the Online Service Center for Consumers as set forth in Exhibit 2;

With respect to each Credit Application submitted for approval under the Program, such Credit Application shall be approved for a Program A Loan unless the Applicant with respect to such Credit Application fails to satisfy one or more criteria of the Supplier Credit Policy. [*];

With respect to each Credit Application submitted for approval under the Program that fails to satisfy one or more criteria of the Supplier Credit Policy, such Credit Application shall be approved for a Program B Loan unless the Applicant with respect to such Credit Application fails to satisfy one or more criteria of the Program B Loans Credit Policy. Upon reasonable request of Company from time to time, Supplier shall make such modifications to the Program B Loans Credit Policy as Company may request and as are permitted by applicable Legal Requirements, such that the Program B Loans Credit Policy will at all times ensure that Program B Loans shall be approved for all Consumers not eligible for Program A Loans, to the extent such approval is acceptable to Company and permitted by applicable Legal Requirements;

Except as expressly provided otherwise pursuant to this Agreement, [*];

[*];

[*]; and

Supplier shall use commercially reasonable efforts to cooperate with and assist Company, at Company’s request, to improve the administration of chargebacks in an effort to reduce Chargeback Costs incurred by Company, including by transitioning its chargeback services provider from [*] to a different provider mutually agreeable to Supplier and Company.

For the duration of the Agreement, Company agrees as follows:

Company shall, in cooperation with Supplier and in a manner consistent with the terms hereof, create a process to enable Borrowers to apply for Credit Services using Supplier’s Credit Application form via the Company Channels;

Company shall include Credit Services in Company Program Advertising and consumer sales activities, where Company deems such inclusion appropriate in Company’s sole discretion;

Company shall not be responsible for any inaccuracy or truthfulness of the content of any documents and information required for Supplier’s analysis of credit requests by Borrowers, provided, however, that in the event Company collects those documents and information, Company shall be responsible for the transfer of those documents and information to Supplier without modification;

Company shall pay any Interchange Expenses relating to Borrower repayment of Loan Amounts with a credit (or debit) card product;

Company shall abide by applicable requirements in Regulation E, 12 C.F.R. Part 1005, for accepting preauthorized, recurring payments using a debit card, including but not limited to, requiring that preauthorized, recurring debit transactions from a consumer account be authorized in writing (not over the phone), and providing a copy of that written authorization to the customer in the required timeframe(s). [*].

To the extent permitted by Legal Requirements, and in Company’s sole discretion, Company may provide reasonable cooperation to Supplier in connection with any collection or charge-off efforts of Supplier, including responding to information requests from Supplier;

Company shall comply with its obligations as set forth in the Services Level Agreement attached hereto as Exhibit 2; and

In connection with any changes and improvements relating to the selling of Company Products under the Program to be made following the date hereof, each such change or improvement shall be made following discussions and agreement between the Account Managers.

Changes to Supplier’s System or Credit Services. Subject to the last sentence of this Section 4.1.9, if Company desires to implement a Change, the Parties will adhere to the following Change procedures: Company will send a project change request (a “PCR”) to Citizens in writing that it desires to implement a Change. Within five (5) Business Days following Citizens’ receipt of a PCR, or such longer period of time as may be reasonably necessary, Citizens shall prepare and provide Company with a written response to such PCR (a “PCR Response”), reasonably detailing whether the PCR is feasible and any material issues involved in the implementation of such PCR (including, without limitation, the estimated time and expense of Citizens and its Personnel required to implement the PCR). If the PCR Response is acceptable to Company and Company wishes to proceed with such Change proposal, then Company shall indicate such by approving the PCR Response and promptly providing written confirmation to Citizens. An approved PCR Response shall constitute an amendment to this Agreement. Supplier acknowledges that it has and shall be responsible for providing sufficient Supplier Systems and Personnel to launch the Program in accordance with the requirements of this Agreement, and Company shall not be responsible for any of Supplier’s costs in connection with such launch; however, if Company insists on a Change in connection with the Program launch that is a customization not required in order to achieve the Program launch, then the provisions of this Section 4.1.9 shall apply.

Supplier understands and acknowledges that: (i) it is not the sole provider of credit products to Company and (ii) Company has and may enter into agreements with other suppliers for credit products. However, during the Term, Supplier shall be the sole provider of Loans under the Loan Program, other than the Secondary Program. For the avoidance of doubt, nothing in this Agreement shall preclude Company (itself or pursuant to agreements with third parties) from financing sales of Company Products made through third party sales channels (whether physical locations or other channels, and whether such sales are effected by Company Personnel or by third party sellers).

Notwithstanding the foregoing, Company has the right to establish, substantially concurrently with the Program, a program for extending lines of credit, either directly by Company or through an Affiliate or pursuant to an agreement with a third party, to Applicants whose Credit Applications have been declined by Supplier as either a Program A Loan or a Program B Loan (a “Secondary Program”). At Company’s reasonable discretion, to the extent permitted by applicable Legal Requirements, a Secondary Program may be similar or identical to the Program in its features, positioning and appearance, provided a Secondary Program shall not (i) have similar credit criteria terms as a Program A Loan or a Program B Loan or (ii) use any Supplier’s Marks or other proprietary Supplier intellectual property. To the extent permitted by applicable Legal Requirements, Supplier shall, at Company’s expense, take the following actions in relation to a Secondary Program:

[*].

Company understands and acknowledges that Supplier provides consumer credit services to other sellers of products. [*].

Notwithstanding anything to the contrary in this Agreement, the exclusivity provisions of this Article 5 shall not apply to any credit products issued (either directly or pursuant to an agreement or arrangement with a third party issuer) by any business that is acquired by or becomes affiliated with Company or any of its Affiliates by virtue of any acquisition or business combination transaction to which Company or any of its Affiliates becomes party, so long as Supplier remains the sole provider of Loans for the Company Products in existence and sold by Company and issued by Supplier as of immediately prior to such acquisition or other business combination transaction through the particular Company Channels and geographic regions in which Loans were issued by Supplier immediately prior to such acquisition or other business combination transaction.

Except as provided in this Agreement, neither Party may use the other’s Marks without the other Party’s prior written consent in the sole discretion of such other Party.

The Parties agree to contribute to marketing and promotional activities relating to the Program as agreed from time to time. All Company Program Advertising and Program Materials are subject to the prior written approval of each of the Parties; provided that Supplier will be solely responsible for the inclusion of any disclosures required under Legal Requirements and Company shall have final approval rights as to the “look and feel” of the Program Materials and the conformity of the content of the Program Materials with Company’s branding; provided further, that Supplier’s consent will not be required for any Company Program Advertising that do not include or reference Supplier’s Marks.

Supplier and Company will develop a communication strategy which will outline how and when Consumer and Borrower communications will be effected. This will include communications about the Credit Application and Company Product order process with respect to the Program. Company shall pre-approve in writing all communication materials relating to the Program.

The Parties agree to jointly conduct an annual review and/or refresh of Consumer-facing communications, including, but not limited to, the Online Service Center maintained by Supplier.

Each Party shall pay its own costs associated with any and all marketing and promotional activities. For the avoidance of doubt, all costs and expense of preparation, production and delivery of all Program Materials shall be borne solely by Supplier, and all costs and expenses relating to Company Program Advertising shall be borne solely by Company.

Supplier shall pay to Company the Loan Amount pursuant to the transmittal procedures set forth on Exhibit 2.

On or by the tenth (10th) Business Day of each month (provided that late delivery shall not affect Company’s obligation to pay), Citizens shall deliver to Company with respect to such month: (a) an invoice for the Transaction Fee, (b) the Interchange Invoice, and (c) the Credit Loss Invoice (collectively, the “Monthly Invoices”). The Monthly Invoices delivered to Company shall be in the respective forms set forth as Exhibit 7 to this Agreement, and shall be accompanied by reasonable supporting documentation.

In addition, Citizens shall make available to Company upon request all work papers, schedules and other supporting documentation used by Citizens in preparing the Monthly Invoices. Company shall pay the undisputed portion of the amount set forth in any said Monthly Invoice to Citizens on or by the forty-fifth (45th) day following Company’s receipt of said Monthly Invoice. If Company does not agree with Citizens’ calculation of the Transaction Fees, Interchange Expenses or Credit Losses as set forth in a Monthly Invoice, then the Parties shall use best efforts to arrive at a mutually agreeable resolution of any disputes relating to the amount of such charges. Citizens may only send a demand notice for payment obligations under a Monthly Invoice following forty-five (45) days from the Company’s receipt of such Monthly Invoice.

Each Party will provide the other Party with information as set forth in Exhibit 2.

Each Party will maintain accounts and records necessary to confirm the basis for any amounts paid to the other Party pursuant to this Agreement and to verify the Party’s compliance with the terms of this Agreement. The records will be maintained according to recognized accounting practices and in such a manner as may be readily audited by an independent accounting firm at the other Party’s reasonable request and cost. A non-requesting Party shall permit independent auditors nominated by a requesting Party (and as it relates to either Party, Government Agencies with jurisdiction over such Party) and/or representatives of such requesting Party to audit records of such non-requesting Party no more than twice per calendar year with at least six (6) months separation between requests, on reasonable notice by such requesting Party and without unreasonable disruption to

Notwithstanding the foregoing, Company shall have the right, at any reasonable time during the Term [*].

Any reporting must comply with the confidentiality obligations under this Agreement and be subject to applicable data protection laws, and as per Exhibit 2.

Each Party acknowledges that in the course of performing its obligations hereunder it may receive information that is confidential and proprietary to the other Party.

Supplier expressly agrees that information disclosed by Company and/or any Company entity or member of the Company group of companies, Company Personnel to Supplier or Personnel under Supplier’s direction and/or control as the case may be, regarding sales and/or marketing operations, relationship(s) with business partner(s), relationship(s) with channel partner(s), transaction histories, contests, promotions, trade shows and other like events, products, product announcements, product launches and any other information, including but not limited to information learned by Supplier from Company Personnel or through inspection of Company’s property, that relates to Company’s Products, designs, business plans, business opportunities, finance, research, development, know-how, Personnel, third-party confidential information, Company’s Customer Information, the Company System, the terms and conditions of this Agreement, and the existence of the discussions between Supplier and Company will be considered and will be referred to collectively as “Company’s Confidential Information”.

Company expressly agrees that information disclosed by Supplier and/or any Supplier entity or member of the Supplier’s group of companies, Supplier or Personnel to Company, or Personnel under Company’s direction and/or control as the case may be, regarding sales and/or marketing operations, relationship(s) with business partner(s), relationship(s) with channel partner(s), products, product announcements, product launches and any other information, including but not limited to information learned by Company from Supplier Personnel or through inspection of Supplier’s property, that relates to the Credit Services, Supplier’s products, designs (including, for the avoidance of doubt, Supplier Program Specifications), business plans, business opportunities, finance, research, development, know-how, Personnel, Program Information, the Supplier System, the terms and conditions of this Agreement, and the existence of the discussions between Company and Supplier will be considered and will be referred to collectively as “Supplier’s Confidential Information” (Company’s Confidential Information and Supplier’s Confidential Information, collectively, shall mean the “Confidential Information”).

Confidential Information however shall not include information that: (i) is now or subsequently becomes generally available to the public through no fault or breach on the part of either Party; (ii) is independently developed by either Party without the use of any Confidential Information of the other Party; (iii) either Party rightfully obtains from a third party who has the right to transfer or disclose it; (iv) was in a Party’s possession on

Neither Party shall disclose, publish or disseminate the other Party’s Confidential Information to anyone other than those of its Personnel under its direction and/or control with a need to know, provided that such Party shall be liable for any breach of the terms of this Article 11 or Article 12 by any of the foregoing parties. Each Party agrees to take all reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of the other Party’s Confidential Information and to use the same measures in doing so as it uses with regard to its own Confidential Information, but in no event using less than a reasonable standard of care. Each Party agrees to use the other Party’s Confidential Information for the sole purpose of carrying out its obligations and exercising its rights under this Agreement, including pursuant to Article 12. Each Party agrees not to use the other Party’s Confidential Information for its own or any third party’s benefit without the prior written approval of an authorized representative of the other Party in each instance.

Each Party explicitly acknowledges and agrees that, as between the Parties, all Confidential Information of a Party remains the exclusive property of such Party and no license or other rights to Confidential Information is granted or implied hereby to the other Party unless explicitly set forth herein.

Within thirty (30) days of termination or expiration of this Agreement for any reason, each Party will either return to the other Party all tangible embodiments of the other Party’s Confidential Information, including but not limited to any and all electronic files, computer programs, documentation, notes, plans, drawings, and copies thereof, or, at such other Party’s option, will provide the other Party with written certification that all such tangible embodiments of Confidential Information have been destroyed in accordance with the other Party’s instructions pertaining thereto. Each Party may retain the other Party’s Confidential Information if required by applicable Legal Requirements, and shall continue protect such Confidential Information in accordance with Section 11.5.

For purposes of this Section 12.2, (i) Company’s obligations with respect to Personal Data shall be with respect to the Program Information to the extent received from

Each Party shall, and shall ensure that any Personnel, collect, access, maintain, use, process, transmit, store, destroy and transfer Personal Data in accordance with the applicable Legal Requirements, all internal and posted policies related to privacy, personal information and data or system security and requirements set forth in this in this Article 12.

In addition to its obligations in Article 11, each Party shall take all appropriate legal, organizational, and technical measures to protect Personal Data and Confidential Information against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and against all other unlawful forms of processing, keeping in mind the nature of such data, including in compliance with applicable Legal Requirements.

Each Party shall take all reasonable steps to ensure that Personal Data is reliable for its intended use, and is accurate, complete and current.

Each Party shall provide other reasonable assistance and support, and assist and support to the other Party in the event of an investigation by a data protection regulator or similar authority, if and to the extent that such investigation relates to the collection, access of, maintenance, use, processing, transmission, storage, destruction or transfer of Personal Data under this Agreement.

Each Party shall immediately notify the other Party in the event that the notifying Party learns or has reason to believe that any person or entity has breached or attempted to breach such Party’s systems that collect, access, process, store, transfer, transmit, destroy or maintain Personal Data covered by this Agreement, or gained unauthorized access to Personal Data covered by this Agreement (“Information Security Breach”). Upon any such discovery, the notifying Party will investigate, remediate, and mitigate the effects of the Information Security Breach pursuant to a mutually agreed to remediation plan and the Parties shall cooperate fully in all such remedial actions. The notifying Party shall provide the other Party with reasonable assurances and evidence that such Information Security Breach will not recur. Unless otherwise required by applicable Legal Requirements (in which case, the notifying Party will promptly notify the other Party as to the required notifications to be made), the notifying Party shall not make any notifications to customers or the general public of any such Information Security Breach without the other Party’s prior written consent.

Any Supplier violation of this Section 13.1 shall constitute a material breach of this Agreement and shall be grounds for termination of this Agreement by Company.

All Program Materials that include or refer to the Company’s Marks shall be pre-approved, in advance and in writing, by Company. Company reserves the right to approve or reject any use of any of Company’s Marks in its sole discretion. Further, Company may terminate the right to any previously approved reference to the Company’s Marks upon thirty (30) days’ written notice, provided, however, that Supplier shall be allowed to run down any existing inventory of such materials. Supplier will not remove, obfuscate or add any legal notification or mark to any materials

General Usage Guidelines. In addition to any specific guidelines provided in writing by Company to Supplier, Supplier agrees:

Not to incorporate or integrate any Company Mark into any Supplier Mark or Mark of a third party in any manner that creates a composite or combination mark;

Not to obfuscate or remove any Company Mark or third party Mark from any materials provided by Company or any packaging for the Company Products, and not to add any Mark of Supplier or a third party to any materials provided by Company or any packaging for the Company Products;

Not to use or register, in whole or in part, any Mark that is confusingly similar to or that dilutes any Company Mark, as or as part of a company name, company logo, trade name, product name, service name, or domain name. If Supplier has filed or obtained in any country any trademark application, trademark registration, or domain name registration that relates to any name or Mark that, in the sole opinion of Company, is similar, deceptive, or misleading with respect to any Company Mark, Supplier shall immediately abandon any such application, registration or domain name or, at Company’s sole discretion, assign it to Company;

Not to imitate the trade dress, design, layout, or “look and feel” of Company Products or services, including, but not limited to, Company sales programs, websites, logos, typefaces, or product packaging;

Not to use the Company’s Marks in any unauthorized manner that would imply Company’s affiliation with or endorsement, sponsorship, or support of Supplier; and

Not to bid on or obtain the rights to (or authorize others to bid on or obtain the rights to) any key word utilized by any search engine (including, but not limited to, Google, Yahoo and MSN) to return or prompt search results if such key word is, includes, or is confusingly similar to any Company Mark without the prior written consent of the Company.

Compliance. Upon request of Company, Supplier shall send to Company representative samples of the Program Materials. If, upon review of such materials or otherwise, Company determines in its sole discretion that such materials are in violation of the Agreement or Company’s trademark guidelines, then Supplier shall promptly correct or abandon such non-conforming materials. Without limiting the foregoing, at Company’s request, Supplier shall promptly cease using such materials and/or recall any copies of such materials and destroy them.

Termination. Upon expiration or termination of the Agreement, Supplier will immediately cease all use of the Company’s Marks.

Reservation and Protection of Rights. This Agreement gives Supplier no rights to any of Company’s Marks or other intellectual property of Company except as expressly stated herein. Supplier agrees that, as between the Parties, Company owns all rights in the Company’s Marks and its intellectual property. Supplier shall not at any time, whether during or after the Term, take any action to challenge, contest, impair, disparage, invalidate, or that would tend to impair or invalidate any of Company’s rights in the Company’s Marks or any applications or registrations therefor or any other Company intellectual property.

Enforcement. Supplier agrees to notify Company if Supplier becomes aware of:

Any uses of, or any application or registration for a Mark that conflicts with, dilutes, or is confusingly similar to any Company Mark;

Any acts of infringement, dilution, or unfair competition involving any Company Mark; or

Company may, but shall not be required to, take whatever action it, in its sole discretion, deems necessary or desirable to protect the validity and strength of the Company’s Marks.

Any Company violation of this Section 13.2 shall constitute a material breach of this Agreement and shall be grounds for termination of this Agreement by Supplier.

All Company Program Advertising that includes or refers to the Supplier’s Marks shall be

General Usage Guidelines. In addition to any specific guidelines provided in writing by Supplier to Company, Company agrees:

Not to incorporate or integrate any Supplier Mark into any Company Mark or Mark of a third party in any manner that creates a composite or combination mark;

Not to obfuscate or remove any Supplier Mark or third party Mark from any Program Materials, and not to add any Company Mark or a third party to any Program Materials;

Not to use or register, in whole or in part, any Mark that is confusingly similar to or that dilutes any Supplier Mark, as or as part of a company name, company logo, trade name, product name, service name, or domain name. If Company has filed or obtained in any country any trademark application, trademark registration, or domain name registration that relates to any name or Mark that, in the sole opinion of Supplier, is similar, deceptive, or misleading with respect to any Supplier Mark, Company shall immediately abandon any such application, registration or domain name or, at Supplier’s sole discretion, assign it to Supplier;

Not to imitate the trade dress, design, layout, or “look and feel” of Supplier’s products or services, including, but not limited to, Supplier’s websites, logos, typefaces, or product packaging;

Not to use the Supplier’s Marks in any unauthorized manner that would imply Supplier’s affiliation with or endorsement, sponsorship, or support of Company; and

Not to bid on or obtain the rights to (or authorize others to bid on or obtain the rights to) any key word utilized by any search engine (including, but not limited to, Google, Yahoo and MSN) to return or prompt search results if such key word is, includes, or is confusingly similar to any Supplier Mark without the prior written consent of Supplier.

Compliance. Upon request of Supplier, Company shall send to Supplier representative samples of the Company Program Advertising. If, upon review of such materials or otherwise, Supplier determines in its sole discretion that such materials are in violation of the Agreement or Supplier’s trademark guidelines, then Company shall promptly correct or abandon such non-conforming materials. Without limiting the foregoing, at Supplier’s request, Company shall promptly cease using such materials and/or recall any copies of such materials and destroy them.

Termination. Upon expiration or termination of the Agreement, Company will immediately cease all use of the Supplier’s Marks.

Reservation and Protection of Rights. This Agreement gives Company no rights to any of Supplier’s Marks or other intellectual property of Supplier except as expressly stated herein. Company agrees that, as between the Parties, Supplier owns all rights in the Supplier’s Marks and its intellectual property, provided that Supplier shall not use the same or substantially similar forms of any Program Materials in connection with providing services similar to the Credit Services to any third party (it being understood that Supplier’s use of standardized system templates, legal disclosures and other standardized disclosures generally used by Supplier for both the Company and its other third party program partners shall not be deemed a violation of this provision). Company shall not at any time, whether during or after the Term, take any action to challenge, contest, impair, disparage, invalidate, or that would tend to impair or invalidate any of Supplier’s rights in the Supplier’s Marks or any applications or registrations therefor or any other Supplier intellectual property.

Enforcement. Company agrees to notify Supplier if Company becomes aware of:

Any uses of, or any application or registration for a Mark that conflicts with, dilutes, or is confusingly similar to any Supplier Mark;

Any acts of infringement, dilution, or unfair competition involving any Supplier Mark; or

Any allegations or claims whether or not made in a lawsuit, that the use of any Supplier Mark by Company infringes or otherwise violates the trademark or service mark or other rights of any other entity.

Supplier may, but shall not be required to, take whatever action it, in its sole discretion, deems necessary or desirable to protect the validity and strength of the Supplier’s Marks.

Supplier acknowledges that: (i) Company maintains Company’s Customer Information independently derived from numerous sources other than Supplier; (ii) the same or similar information may be contained in Company’s Customer Information and Program Information; and

Supplier shall cooperate with Company to provide Company the maximum ability permissible under applicable Legal Requirements to use and disclose Program Information, including, as necessary or appropriate, through the program privacy notices and/or the use of disclosures, consents, opt-in provisions or opt-out provisions.

Company acknowledges that: (i) Supplier maintains Program Information independently derived from numerous sources other than Company; (ii) the same or similar information may be contained in Company’s Customer Information and Program Information; and (iii) Supplier has a proprietary interest in Program Information and any other information about Borrowers gathered by or on behalf of Supplier, whether or not Company has derived or maintains identical information or has or asserts any rights therein, and that each such pool of data will be considered separate information subject to the specific provisions applicable to that data hereunder. For clarity, with respect to any data that constitutes both Company’s Customer Data and Information, Supplier shall be free to exercise all rights with respect thereto as Program Information without regard to any restrictions on the use or disclosure of Company’s Customer Data. Company hereby disclaims any right or interest whatsoever in the Program Information and agrees not to contest Supplier’s rights therein.

Supplier shall not use, or permit to be used, Program Information, except as specifically provided in this Agreement. Supplier may use the Program Information and any other information derived from the Program Information in compliance with applicable Legal Requirements and the program privacy notices, solely: (i) as necessary to exercise its rights or carry out its obligations hereunder; (ii) for purposes of promoting the Program; (iii) for purposes of performing analysis and modeling, provided, however, that Program Information used for analysis and modeling other than with respect to the Program shall be non-personally identifiable information, shall be aggregated with data from other portfolios; (iv) as necessary or appropriate for purposes of compliance with applicable Legal Requirements, regulatory examination or internal auditing functions, risk assessment or management functions. Supplier shall not use Program Information to market any of its products or services (i) in greater frequency than is usual and customary for Supplier, which shall be consistent with the marketing levels shared with Company prior to the date hereof, (ii) through marketing which makes reference to Company or uses Company’s Marks or (iii) through Program inserts or billing statement messages, unless Supplier shall have provided reasonable advance notice of such proposed insert or billing statement, Company shall have approved of such inclusion and Company shall have been given a reasonable opportunity to review and approve the content thereof (such approval not to be unreasonably withheld). Notwithstanding the foregoing, Company acknowledges that Supplier may independently gather information from individuals independent of the Program, including from Persons who may or may not also be Borrowers or Applicants and that marketing by use of such information, without reference to or use of Program Information shall not be governed or restricted by this Section 13.4.4.

Supplier shall not, directly or indirectly, sell, or otherwise transfer any right in or to

Subject to applicable Legal Requirements, Supplier shall provide the information below to Company on a daily basis for each Borrower: [*].

Company may terminate this Agreement by giving at least thirty (30) days’ written notice to the Supplier if at any time [*].

Company may terminate this Agreement by giving at least thirty (30) days’ written notice to Supplier if at any time [*].

Company may terminate this Agreement pursuant to its rights to terminate as provided in the Services Level Agreement attached hereto as Exhibit 2, which termination shall be effectuated by Company by giving at least thirty (30) days’ written notice to Supplier.

Supplier may terminate this Agreement by giving at least thirty (30) days’ written notice to Company if at any time Company varies the terms of the sales of any Company Product included in the Program and such variation, in the reasonable opinion of Supplier, makes the performance of such obligations contrary to Legal Requirements.

Company may terminate this Agreement in accordance with Section 3.1.14.

[*].

Company may terminate this Agreement upon thirty (30) days’ prior written notice if [*].

Company may terminate this Agreement by giving at least thirty (30) days’ written notice to Supplier if at any time [*].

immediately by giving at least 30 days’ written notice to the other party if a representation or warranty given by the other Party under this Agreement was untrue in a material respect when it was made;

[*];

if the other Party breaches any other obligation under this Agreement and such breach continues unremedied for thirty (30) days after the date of a notice to remedy the breach, provided, if any such breach is caused by any Personnel of a party, such cure period shall be forty-five (45) days after the date of a notice to remedy the breach; provided, further that if such failure cannot be cured in a commercially reasonable manner within such thirty (30) or forty-five (45) day time period, no termination right exists if the defaulting Party shall have initiated a cure within such time and such cure is completed within ninety (90) days from the date of written notice regarding such breach;

upon written notice to the other Party, if the performance by the other Party of its obligations under this Agreement is prevented or materially impeded for a period of not less than sixty (60) consecutive days by a force majeure event as set forth in Article 15;

if an Insolvency Event occurs in respect of the other Party; or

if a Party is directed by a Government Agency having jurisdiction over it to terminate this Agreement, and the matter has not been resolved within thirty (30) days after delivery by such Party of a notice to the other Party.

In the event of a notice of termination or non-renewal of this Agreement, all obligations of the Parties shall continue in accordance with and subject to the terms of this Agreement until the Termination Date; provided, that the obligations of the Company and its Affiliates in Article 5 shall cease to be of any further force and effect if at any time following notice of termination or non-renewal of this Agreement by either Party, Supplier ceases to accept Credit Applications or extend credit under the Loans or comply with Section 2.1 in connection with the Loans. Supplier shall (at its expense) cooperate with Company to effect an orderly and efficient wind-down or transition to Company or to a successor supplier.

Supplier shall use commercially reasonable efforts to cooperate with and assist Company, at Company’s request, in Company’s efforts to transition the Program to a new supplier, including, beginning the earlier of eighteen

Following the Termination Date, in no event shall Supplier or any of its Personnel solicit any Applicant or Borrower for any loan, product or service on the basis of such Person’s status as an Applicant or Borrower by use of any Borrower list, Applicant list (or portion thereof) or any other information that is distinguishable from Supplier’s other customer information based on its origination from or association with the Program Information.

Supplier shall obtain and maintain in full force and effect, at its own cost and expense, during the term of the Agreement, and after termination of the Agreement as may be specified below, the following minimum types and limits of insurance and any other insurance required by Legal Requirements in any state where Supplier performs Credit Services under this Agreement. Such insurance shall be maintained with reputable and solvent insurance companies having, where available, an A.M. Best’s insurance rating of A-VII or better or a comparable financial rating from a reputable rating bureau, and lawfully authorized to do business where the Credit Services are to be performed, and will comply with all those requirements as stated herein. In no way do these minimum insurance requirements limit the liability assumed elsewhere in this Agreement, including but not limited to Supplier’s defense and indemnity obligations.

Workers’ compensation insurance with statutory limits, as required by any state, territory, province or nation having jurisdiction over Supplier’s employees, and Employer’s Liability insurance with limits not less than [*]. Such coverage must include a waiver of subrogation in favor of Company, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, employees, and agents (“Company Parties”) and their insurers, but only to the extent of liabilities falling within Supplier’s indemnity obligations pursuant to the terms of this Agreement.

Commercial general liability insurance, including coverage for bodily injury, property damage, personal and advertising injury, and contractual liability and including severability of interests provisions with limits of not less than [*] per occurrence and in the annual aggregate, provided, however, that such insurance may be provided in any combination of primary and follow-form excess insurance. Such insurance must include Company, its subsidiaries and affiliates, and their respective officers, directors, shareholders, and Personnel (“Company Parties”) as additional insureds for liabilities based on the Credit Services of the Supplier and its Personnel. Such coverage shall be primary to and non-contributory with any and all other insurance maintained by Company Parties and include a waiver of subrogation against Company Parties and their

Automobile liability insurance covering any owned, non-owned or hired vehicles used by Supplier in the performance of the Credit Services, in compliance with all statutory requirements and with limits of not less than [*] for bodily injury and property damage. Such insurance must include coverage for passenger liability. Such coverage must include a waiver of subrogation against Company Parties and their insurers.

Banker’s professional liability insurance, covering negligent acts, errors and omissions in the provision of Credit Services, and including extensions of coverage for internet security risks applying to all services provided under this Agreement, including coverage for (a) theft, dissemination and/or use of Confidential Information stored or transmitted in electronic form and (b) introduction of a computer virus into a Borrower’s or third Person’s computer, data, software or programs, all with a minimum limits of [*] per claim and in the annual aggregate. The retroactive date applicable to such coverage shall precede the date Supplier first began any Credit Services in connection with this Agreement. Supplier shall continue to maintain such insurance for a period of not less than three (3) years following termination of this Agreement.

Banker’s blanket bond, including coverage for on and off premises loss, computer loss, and loss resulting from the fraudulent or dishonest acts committed by Supplier’s Personnel, acting alone or in collusion with others. Limits of coverage must be at least [*] per coverage grant described herein.

Cyber and network security liability insurance including privacy liability, the limits of which shall not be less than [*] per occurrence and in the annual aggregate.

At the time this Agreement is executed, or within a reasonable time thereafter, and within a reasonable time after coverage is renewed or replaced, Supplier will deliver to Company evidence that the foregoing coverages required from Supplier are in place, at the notice address provided in Article 20. Supplier shall similarly provide proof of the maintenance of insurance by its third party Personnel to Company upon request. Company’s receipt or acceptance of evidence of coverage that does not comply with these requirements, or Supplier’s failure to provide evidence of coverage, shall not constitute a waiver or modification of the insurance requirements as set forth herein. In the event of cancellation of coverage, Supplier shall promptly replace coverage so that no lapse in insurance occurs. All deductibles and self-insured retentions are to be paid by Supplier.

General Indemnity.

From and after the Program Commencement Date, Supplier shall indemnify, hold harmless and defend Company and its subsidiaries and Affiliates, and their respective directors, officers, employees and agents, from and against all claims, liabilities, actions, demands, settlements, damages, costs, fees and losses of any type, including reasonable attorneys’ and professionals’ fees and costs, in connection with, in whole or in part: [*].

Company shall indemnify, hold harmless and defend Citizens and its subsidiaries and Affiliates, and their respective directors, officers, employees and agents, from and against all claims, liabilities, actions, demands, settlements, damages, costs, fees and losses of any type, including reasonable attorneys’ and professionals’ fees and costs, in connection with, in whole or in part: [*].

IP Infringement Indemnification.

Supplier shall indemnify, hold harmless and, upon Company’s request, defend Company and its subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all third party claims, liabilities, actions, demands, settlements, damages, costs, fees and losses of any type, including reasonable attorneys’ and professionals’ fees and costs, arising from [*].

Company shall indemnify, hold harmless and, upon Citizens’ request, defend Citizens and its subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all third party claims, liabilities, actions, demands, settlements, damages, costs, fees and losses of any type, including reasonable attorneys’ and professionals’ fees and costs, arising from [*].

Additional Obligations.

In case any claim is made, or any suit or action is commenced, against a Party (the “Indemnified Party”) in respect of which indemnification may be sought by it under Article 22 and this Article 23, the Indemnified Party shall promptly give the other Party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice from the Indemnified Party, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Article 23 for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation and other than as set forth in Section 23.2.

The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel at the Indemnifying Party’s expense has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events the attorneys’ fees and expenses of counsel to the Indemnified Party shall be borne by the Indemnifying Party.

The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages for which the Indemnified Party will be released and fully indemnified hereunder, but shall not agree to any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) the Indemnified Party may not settle or compromise any such claim, suit or action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, or participate in the defense of, any third party claim, suit or action.

If an Indemnified Party fails to give prompt notice of any claim being made or any suit or action being commenced in respect of which indemnification under Article 22 and this Article 23 may be sought, such failure shall not limit the liability of the Indemnifying

Notwithstanding anything to the contrary in this Agreement, no Party shall be liable to the other for consequential, punitive or exemplary damages relating to or arising out of Article 22 and this Article 23, unless the Indemnified Party shall have become liable to a third party for such consequential, punitive or exemplary damages, in which case the Indemnifying Party shall be liable, subject to and in accordance with the terms of Article 22 and this Article 23 for reimbursement of the amounts so paid to such third party.

Company shall comply with the processes, procedures, practices, scripts, content, and other written instructions set forth in the “Company Employee Procedures Guide” attached hereto as Exhibit 3 (the “Procedures Guide”).

[*].

With respect to activities of Company that require or permit Company to interact with a potential or existing Borrower where the interaction relates to the Credit Services, Citizens is solely responsible for (A) determining whether the Procedures Guide addresses such activities and satisfies Legal Requirements, the terms and conditions of Citizens’ Program Loans and amending the Procedures Guide to cure any non-compliance in accordance with Section 25.5, and (C) obtaining all consents or authorizations from its Borrowers sufficient to legally permit the contact or interaction.

Company will use commercially reasonable efforts to notify Supplier of any suspected or known breach of the Procedures Guide.

Supplier agrees that if Supplier desires to make any changes to the Procedures Guide during the Term, Supplier shall provide Company with written notice of any such proposed changes. As soon as is commercially practicable after receipt of such notice from Supplier, Company shall notify Supplier in writing if Company has any potential operational feasibility issues related to such Supplier’s proposed changes. In the event Company provides the notice described above, as soon as is commercially practicable thereafter, the Parties shall mutually agree in writing on any changes to the Procedures Guide to address the issues raised in the notice from Company prior to the changes to the Procedures Guide being implemented.

Publicity. All media releases, public announcements and public disclosures by any Party, their respective affiliates, or their employees or agents, relating to this Agreement, the Program or the transactions contemplated hereby, but not including any announcement intended solely for internal distribution by the releasing party or any disclosure required by a Legal Requirement, shall be coordinated with and approved by the other Party in writing prior to the release thereof.

TECHNOLOGY AND SERVICE STANDARDS                                1

SYSTEMS AVAILABILITY                                        1

SECURITY PROCEDURES                                        1

UNDERWRITING AND CREDIT SLA; PROBLEM RESOLUTION; TERMINATION; FORECASTING    1

ACCOUNT MANAGER AND OTHER SUPPORT BY CITIZENS                        1

QUARTERLY BUSINESS REVIEWS                                    1

SETTLEMENT AND PAYMENTS                                    1

TRAINING                                                1

CONSUMER EXPERIENCE AND SATISFACTION                            1

ONLINE SERVICE CENTER                                        1

REPORTING                                            1

Description of what happened;

Explanation of how the event differed from what was supposed to happen;

Determination of root cause(s) that contributed to the event through an analysis of the sequence of events leading up to the occurrence;

Implications to Consumers, Program or Company; and

Steps being taken to prevent a recurrence.

Major strategy decisions on the portfolio;

Executive issue escalations (as documented in Section 4.5 above);

Delivery of the Quarterly Business Review;

Action plan to deliver against dashboard performance metrics or other set goals; and

Development of quarterly and yearly goals/priorities associated with the Program.

Day-to-day administration of the Program;

Preparation of Quarterly Business Review materials as directed by Company;

Reporting and administrative support;

Training;

Customer escalations from in-home sales and call center, including monitoring and developing action plans associated with metrics; and

General systems escalations resolution.

Coordination of technical escalations among several parties servicing Citizens calls;

Direct contact for Company information systems and technology team;

Coordinating maintenance and schedule down times with Company; and

Coordinating required technical enhancements and timelines.

Marketing and Merchandising: Focused on marketing the program via email or online. They will also develop promotions and offers;

Credit Manager: Focused on developing credit strategy to best meet the needs of the customer base. Continuously monitors and provides suggestions to best increase approval rates.

Review key program metrics (i.e. volume, applications, approvals, declines, cancelations, fraud cancelations, etc.);

Review marketing and merchandising plan;

Consumer experience review: Review survey results, improvements to Consumer experience, as well as Consumer escalations and feedback;

Consumer communication and marketing;

Competitive analysis: Market analysis including trends;

Consumer credit review and demographics;

Legal Requirements and legislations changes which may impact the Program;

Project reviews: Results of previous launched projects and upcoming plans;

Reporting improvements;

Lender dashboard;

Organization chart review: Review support structure;

Areas for improvement with action plans and metrics for the above;

Yearly priorities review; and

Jointly review fraud rate and procedures to be revisited if needed.

Company in-home sales and call center Consumer experience;

Current promotions or offers made available by Company to its Consumers;

Current Company Products; and

How to address Company escalations.

Monthly statements - Showing transaction history; and

Payment notifications - Indicating when payments are due/overdue.

Loan range of [*] - $4,000 is at a program level regardless of the loan being Program A or Program B. A consumer may finance any amount within that range.

The fee of $[*] per [*] Authorization transaction

The fee of $[*] per [*] settlement transaction

The fees charged by the Card Organizations, including [*].

Each [*] transaction submitted by CUSTOMER will be subject to a [*]. The fees set forth in this Section 1 (Card Transaction Fees) may be adjusted without notice to reflect increases or decreases in applicable sales or telecommunication taxes as levied by federal, state or local authorities.