Consent Order Imposing Sanctions on Castle Credit and Great American Finance

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IN THE MATTER OF:
CASTLE CREDIT CO HOLDINGS, LLC d/b/a CASTLE CREDIT NMLS # 1467645 (“Castle Credit”) CONSENT ORDER GREAT AMERICAN FINANCE HOLDINGS, LLC d/b/a GREAT AMERICAN FINANCE NMLS # 1682120 (“Great American Finance”) (collectively, “Respondents”) WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of
Part II of Chapter 668, Sections 36a-535 to 36a-547, inclusive, of the Connecticut General Statutes,
“Finance Companies”, and Part III of Chapter 668, Sections 36a-555 to 36a-573, inclusive, of the Connecticut General Statutes, “Small Loan Lending and Related Activities,” as amended, and the regulations promulgated thereunder, Sections 36a-570-1 to 36a-570-17, inclusive, of the Regulations of Connecticut State Agencies; WHEREAS, Castle Credit is a Florida limited liability company which has been licensed to engage in the business of a sales finance company in Connecticut since May 12, 2016; WHEREAS, Great American Finance is a Florida limited liability company which was licensed as a small loan company in Connecticut from December 2, 2021 to December 31, 2024, and has never been licensed to engage in the business of a sales finance company in Connecticut;

WHEREAS, Respondents are both owned by Green Leaf Enterprise Holdings, LLC, a Florida limited liability company, and have main offices located at 200 S Michigan Avenue, Suite 450, Chicago, Illinois; WHEREAS, the Commissioner, through the Consumer Credit Division (“Division”) of the Department of Banking (“Department”), conducted an examination and investigation pursuant to Section 36a-17 of the Connecticut General Statutes into the activities of Castle Credit and Great American Finance to determine if they had violated, were violating or were about to violate the provisions of the Connecticut General Statutes and Regulations of Connecticut State Agencies within the jurisdiction of the Commissioner; WHEREAS, as a result of such examination and investigation, the Commissioner alleges that:
(1) from January 2019 to February 2025, Great American Finance engaged in the business of a sales finance company in Connecticut without the required license, in violation of Section 36a-536 of the Connecticut General Statutes; (2) from January 2019 to December 1, 2021, Great American Finance engaged in small loan activities in Connecticut without the required license, in violation of Section 36a-556(a) of the Connecticut General Statutes in effect at such time; (3) Castle Credit failed to make its records available to the Commissioner and otherwise cooperate in connection with requests from the Division for additional information and clarification following the issuance of the Report of Examination on October 27, 2022, including repeatedly advising the Division that information would be forthcoming and then failing to provide said information, in violation of Section 36a-17(e) of the Connecticut General Statutes; (4) Great American Finance failed to make its records available to the Commissioner or otherwise cooperate in connection with requests from the Division for additional information and clarification related to a request to surrender its small loan company license submitted January 4, 2024, in violation of Section 36a-17(e) of the Connecticut General Statutes; and (5) Castle Credit and Great American Finance purported to assign or transfer their respective licenses between the two companies, despite the statutory prohibition on such assignments or transfers within Sections 36a-540(a) and 36a-566(a) of the Connecticut General Statutes in effect at such time;

WHEREAS, the Commissioner believes that such allegations would support initiation of enforcement proceedings against Castle Credit, including, without limitation, proceedings to issue an order to cease and desist against Castle Credit pursuant to Sections 36a-543(d), 36a-570(b) and 36a-52(a) of the Connecticut General Statutes, and an order imposing a civil penalty of up to One Hundred Thousand Dollars ($100,000) per violation upon Castle Credit pursuant to Sections 36a-543(d), 36a-570(b) and 36a-50(a) of the Connecticut General Statutes; WHEREAS, the Commissioner believes that such allegations would support initiation of enforcement proceedings against Great American Finance, including, without limitation, proceedings to issue an order to make restitution against Great American Finance pursuant to Sections 36-570(b) and 36a-50(c) of the Connecticut General Statutes, an order to cease and desist against Great American Finance pursuant to Sections 36a-543(d), 36a-570(b) and 36a-52(a) of the Connecticut General Statutes, and an order imposing a civil penalty of up to One Hundred Thousand Dollars ($100,000) per violation upon Great American Finance pursuant to Sections 36a-543(d), 36a-570(b) and 36a-50(a) of the Connecticut General Statutes; WHEREAS, initiation of such enforcement proceedings would constitute a “contested case” within the meaning of Section 4-166(4) of the Connecticut General Statutes. Section 4-177(c) of the Connecticut General Statutes and Section 36a-1-55(a) of the Regulations of Connecticut State Agencies provide that a contested case may be resolved by consent order, unless precluded by law; WHEREAS, the Commissioner, Castle Credit and Great American Finance each acknowledge the possible consequences of formal administrative proceedings, and Respondents each voluntarily agree to consent to the entry of the sanctions imposed below without admitting or denying the allegations set forth herein, and solely for the purpose of obviating the need for formal administrative proceedings concerning the allegations contained herein; WHEREAS, Respondents each acknowledge that they have had the opportunity to consult with and be represented by independent counsel in negotiating and reviewing this Consent Order and execute this Consent Order freely;

WHEREAS, the Commissioner and Respondents now desire to resolve the matters set forth herein; WHEREAS, Great American Finance represents that it is no longer acting as a small loan company or sales finance company in Connecticut; WHEREAS, since May 2025, Respondents have cooperated and responded to requests for information from the Division; WHEREAS, Respondents each specifically assure the Commissioner that the violations alleged herein shall not occur in the future; WHEREAS, Respondents each acknowledge that this Consent Order is a public record and is a reportable event for purposes of the regulatory disclosure questions on the Nationwide Multistate Licensing System and Registry (“NMLS”), as applicable; WHEREAS, Respondents herein represent to the Commissioner that they have reviewed and updated their internal policies, procedures and controls for ensuring compliance with small loan company licensure and sales finance company licensure requirements in Connecticut; AND WHEREAS, Respondents, through their respective execution of this Consent Order, each voluntarily agrees to waive their procedural rights, including a right to a notice and an opportunity for a hearing as it pertains to the allegations set forth herein, and each voluntarily waives their right to seek judicial review or otherwise challenge or contest the validity of this Consent Order. CONSENT TO ENTRY OF SANCTIONS WHEREAS, Castle Credit and Great American Finance, through their execution of this Consent Order, consent to the Commissioner’s entry of a Consent Order imposing the following sanctions:

1. Great American Finance shall cease and desist from engaging in small loan activities without
   the required license, in violation of Section 36a-556(a) of the Connecticut General Statutes, as amended by Public Act 25-115, and engaging in the business of a sales finance company in Connecticut without the required license, in violation of Section 36a-536 of the Connecticut General Statutes;

2. Respondents shall make their records available to the Commissioner and otherwise cooperate
   with the Commissioner as required by Section 36a-17(e) of the Connecticut General Statutes, and shall respond to the Department no later than five (5) business days from the date of any information request from the Department;

3. No later than the date this Consent Order is executed by Respondents, they shall, jointly and
   severally, remit to the Department of Banking by electronic funds transfer, cashier’s check, certified check or money order made payable to “Treasurer, State of Connecticut”, the sum of Twenty Thousand Dollars ($20,000) as a civil penalty;

4. No later than the date this Consent Order is executed by Great American Finance, it shall remit
   to the Department of Banking by electronic funds transfer, cashier’s check, certified check or money order made payable to “Treasurer, State of Connecticut”, the sum of Three Thousand Two Hundred Dollars ($3,200) as payment for small loan and sales finance company back licensing fees; and

5. No later than the date this Consent Order is executed by Great American Finance, it shall
   reimburse the Connecticut borrowers identified in Exhibit A, attached hereto, in the amount identified, which represent amounts paid by such Connecticut borrowers in excess of an annual percentage rate of 12% while Great American Finance was not licensed as a small loan lender in Connecticut. Great American Finance shall provide evidence of such reimbursement to Swarupa Madhavan, Paralegal, Consumer Credit Division, Department of Banking, 260 Constitution Plaza, Hartford, Connecticut, 06103-1800, or Swarupa.Madhavan@ct.gov. CONSENT ORDER NOW THEREFORE, the Commissioner enters the following:

6. The Sanctions set forth above be and are hereby entered;

7. Upon issuance of this Consent Order by the Commissioner, this matter will be resolved and the
   Commissioner will not take any future enforcement action against Respondents based upon the allegations set forth herein; provided that issuance of this Consent Order is without prejudice to the right of the Commissioner to take enforcement action against Respondents based upon a violation of this Consent Order or the matters underlying its entry, if the Commissioner determines that compliance with the terms herein is not being observed or if any representation made by Respondents and reflected herein is subsequently discovered to be untrue;

8. Respondents shall not take any action or make or permit to be made any public statement,
   including in regulatory filings, any proceeding in any forum or otherwise, denying, directly or indirectly, any allegation referenced in this Consent Order or create the impression that this Consent Order is without factual basis. Except as specifically provided herein, Respondents shall not take any position in any proceeding brought by or on behalf of the Commissioner, or to which the Commissioner is a party, that is inconsistent with any part of this Consent Order. Nothing in this provision affects Respondents’ (i) testimonial obligations, or (ii) right to take any legal or factual position that may contradict an allegation in this Consent Order in litigation or other legal proceedings in which the Commissioner is not a party;

9. Subject to the foregoing, and so long as this Consent Order is promptly disclosed by
   Respondents and their control persons on NMLS, as applicable, nothing in the issuance of this Consent Order shall adversely affect the ability of Respondents to apply for or obtain initial licenses or renewal licenses under Part II of Chapter 668, Sections 36a-535 et seq., of the Connecticut General Statutes and Part III of Chapter 668, Sections 36a-555 et seq., of the Connecticut General Statutes, as amended , provided that all applicable legal requirements for any such licenses are satisfied and the terms of this Consent Order are being followed;

10. This Consent Order shall be binding upon Respondents and their successors and assigns; and

11. This Consent Order shall become final when issued.
    /s/____________________________________
    Jorge L. Perez
    Banking Commissioner
    Issued at Hartford, Connecticut this 2nd day of December 2025.

I, Richard Cawley, state on behalf of Castle Credit Co Holdings, LLC d/b/a Castle Credit that I have read the foregoing Consent Order; that I know and fully understand its contents; that I am authorized to execute this Consent Order on behalf of Castle Credit Co Holdings, LLC d/b/a Castle Credit; that Castle Credit Co Holdings, LLC d/b/a Castle Credit agrees freely and without threat or coercion of any kind to comply with the sanctions entered and terms and conditions ordered herein; and that Castle Credit Co Holdings, LLC d/b/a Castle Credit voluntarily agrees to enter into this Consent Order, expressly waiving the procedural rights set forth herein as to the matters described herein. By: /s/___________________________________ Name: Richard Cawley Title: CFO Castle Credit Co Holdings, LLC d/b/a Castle Credit State of: Illinois County of: Cook On this the 28th day of October 2025, before me, Richard Cawley, the undersigned officer, personally appeared Richard Cawley, who acknowledged himself to be the CFO of Castle Credit Co Holdings, LLC d/b/a Castle Credit, a member managed/manager managed limited liability company, and that he as such Richard Cawley, CFO, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company by himself as Richard Cawley. In witness whereof I hereunto set my hand. /s/____________________________________ Notary Public Abby L. Petrone Date Commission Expires: 12/06/2027

I, Richard Cawley, state on behalf of Great American Finance Holdings, LLC d/b/a Great American Finance that I have read the foregoing Consent Order; that I know and fully understand its contents; that I am authorized to execute this Consent Order on behalf of Great American Finance Holdings, LLC d/b/a Great American Finance; that Great American Finance Holdings, LLC d/b/a Great American Finance agrees freely and without threat or coercion of any kind to comply with the sanctions entered and terms and conditions ordered herein; and that Great American Finance Holdings, LLC d/b/a Great American Finance voluntarily agrees to enter into this Consent Order, expressly waiving the procedural rights set forth herein as to the matters described herein. By: /s/____________________________________ Name: Richard Cawley Title: CFO Great American Finance Holdings, LLC d/b/a Great American Finance State of: Illinois County of: Cook On this the 28th day of October 2025, before me, Richard Cawley, the undersigned officer, personally appeared Richard Cawley, who acknowledged himself to be the CFO of Great American Finance Holdings, LLC d/b/a Great American Finance, a member managed/manager managed limited liability company, and that he as such Richard Cawley, CFO, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company by himself as Richard Cawley. In witness whereof I hereunto set my hand. /s/______________________________________ Notary Public Abby L. Petrone Date Commission Expires: 12/6/2027