On October 8, 2021 Regional Management Corp. completed a private offering and sale of $125 million principal amount of asset-backed notes (the “ 2021-3 Securitization”). The 2021-3 Securitization consisted of the issuance of one tranche of fixed-rate, asset-backed notes (the “ Notes”) issued by Regional Management Issuance Trust 2021-3 (the “ Issuer”), a newly formed special purpose entity that is indirectly owned by the Company. The Notes are collateralized by a pool of soft secured, hard secured, and unsecured consumer loans, some of which constitute personal loans originated through the Company’s convenience check direct mail campaigns, having an aggregate unpaid principal balance of approximately $147.0 million as of August 31, 2021 (the “ Loans”). The Notes were issued by the Issuer pursuant to an indenture, dated as of the Closing Date, by and among the Issuer, the Indenture Trustee, Wells Fargo National Bank, National Association, as the account bank, and the Servicer (the “ Indenture”). The stated maturity of the Notes is October 17, 2033 (the “ Stated Maturity”). Prior to maturity, the Issuer may redeem the Notes in full, but not in part, at its option (an “ Optional Call”) on any business day on or after the Note payment date occurring in October 2024 (as applicable, the “ Redemption Date”). The amount at which the Notes may be redeemed must equal at least the sum of (i) the product of (a) the aggregate principal balance of the Notes on the record date preceding the Redemption Date, multiplied by (b) the applicable redemption price percentage plus (ii) accrued and unpaid interest on the Notes, plus (iii) any accrued and unpaid other contractual expenses, indemnification amounts, or other amounts owed by the Issuer, minus (iv) all amounts then on deposit in the collection account, principal distribution account, and reserve account (the “ Note Accounts”) and available to be distributed pursuant to the priority of payments on the Redemption Date. With respect to any Note subject to an Optional Call, the redemption price percentage shall mean (i) on any business day on or after the payment date occurring in October 2024, 102%, (ii) on any business day on or after the payment date occurring in October 2025, 101% or (iii) on any business day on or after the payment date occurring in October 2026, 100%. The Indenture also permits the Issuer or the required noteholders to redeem the Notes in the event certain regulatory events occur which seek to limit the origination of loans with an APR of greater than 36%, provided that at least 40% of the underlying eligible loans that are held by the Issuer as of the most recent monthly determination date, based on the aggregate loan principal balance of such eligible loans, were originated in one or more states where such cap on interest is applicable. No payments of principal of the Notes will be made during the Revolving Period. The Company may indirectly sell and convey additional Loans to the Issuer during the Revolving Period until the earlier of the close of business on September 30, 2026 and the close of business immediately preceding the day on which an early amortization event or event of default (as described below) is deemed to have occurred, provided that, after the Revolving Period is terminated, it may be reinstated in certain limited circumstances. Under the Indenture, an early amortization event includes a Servicer default. The Indenture also contains customary events of default (subject to materiality thresholds and cure periods), including (i) failure of the Indenture Trustee to maintain a first priority perfected security interest in all or a material portion of the trust estate, (ii) the Issuer or the Depositor becoming taxable as an association or a publicly traded partnership taxable as a corporation under the Internal Revenue Code, (iii) failure to pay the principal balance of all outstanding Notes, together with all accrued and unpaid interest thereon, in full on the Stated Maturity, (iv) non-compliance with covenants on the part of the Issuer or the Depositor, or (v) a breach of a representation, warranty, or certification by the Issuer, the Depositor, or the Servicer.