Common use of ACKNOWLEDGMENT AND CONSENT Clause in Contracts

ACKNOWLEDGMENT AND CONSENT. Each of Holdings and each Guarantor Subsidiary has (i) guaranteed the Obligations and (ii) created Liens in favor of Collateral Agent for the benefit of the Secured Parties on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Guarantor Subsidiary together with the Company are collectively referred to herein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, individually, a “Credit Support Party”), and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendment of the Credit Agreement effected pursuant to this First Amendment, including, without limitation the potential increase in the Obligations guaranteed by such Credit Support Party. Each Credit Support Party hereby confirms and affirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all Obligations under each of the Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement as amended by this First Amendment, including any increase thereto, and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this First Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24, 2012 constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each of Holdings and each Guarantor Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Collateral Agent for the benefit of the Secured Parties Lenders on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Guarantor Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, individually, a “Credit Support Party”)"CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”"CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Eighth Amendment and consents to the amendment of the Credit Agreement effected pursuant to this First Eighth Amendment, including, without limitation the potential increase in the Obligations guaranteed by such Credit Support Party. Each Credit Support Party hereby confirms and affirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement as amended by this First Amendment, including any increase thereto, and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations "Obligations" under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Eighth Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this First Eighth Amendment and the Credit Support Documents to which it is a party or otherwise bound are true true, correct and correct complete in all material respects on and as of the First Eighth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true true, correct and correct complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24, 2012 constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Eighth Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Eighth Amendment and (ii) nothing in the Credit Agreement, this First Eighth Amendment or any other Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each of Holdings the undersigned is a Restricted Subsidiary of World Acceptance Corporation who has executed and each Guarantor delivered to the Collateral Agent, the Administrative Agent, and the Lenders the Subsidiary has (i) guaranteed the Obligations and (ii) created Liens in favor of Collateral Agent for the benefit of the Secured Parties on certain Collateral to secure its obligations under the Credit Guaranty Agreement and the Collateral Documents subject to the terms and provisions of the Credit Subsidiary Security Agreement. Each of Holdings and each Guarantor Subsidiary together with the Company are collectively referred to herein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, individually, a “Credit Support Party”), and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party undersigned hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendment of the Eighth Amendment to Amended and Restated Revolving Credit Agreement effected pursuant to this First set forth above (the “Amendment”) and confirms that the Loan Documents executed by it, including, without limitation the potential increase in the Obligations guaranteed by such Credit Support Party. Each Credit Support Party hereby confirms and affirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will of its obligations thereunder, remain in full force and effect, and that the security interests and liens created and provided for therein continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents secure the payment and performance of all Obligations under each of the Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing Borrower under or in respect of the Credit Agreement after giving effect to the Amendment. Dated as amended by this First of the date of the Amendment, including any increase thereto, . [Signature Page to Acknowledgment and hereby pledges and assigns Consent to Follow] Each of the undersigned acknowledges that the Collateral Agent, the Administrative Agent, and grants to the Collateral Agent a continuing lien Lenders are relying on and security interest the foregoing in and to all Collateral (in each case as such term is defined in entering into the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. Each Credit Support Party represents WORLD ACCEPTANCE CORPORATION OF ALABAMA WORLD ACCEPTANCE CORPORATION OF MISSOURI WORLD FINANCE COMPANY OF GEORGIA, LLC WORLD FINANCE CORPORATION OF LOUISIANA WORLD ACCEPTANCE CORPORATION OF OKLAHOMA, INC. WAC OF OKLAHOMA, LP WORLD FINANCE COMPANY OF SOUTH CAROLINA, LLC WAC OF SOUTH CAROLINA, LLC WORLD FINANCE CORPORATION OF TENNESSEE WFC OF SOUTH CAROLINA, INC. WORLD FINANCE CORPORATION OF ILLINOIS WORLD FINANCE CORPORATION OF NEW MEXICO WORLD FINANCE COMPANY OF KENTUCKY, LLC WORLD FINANCE CORPORATION OF COLORADO WORLD FINANCE CORPORATION OF WISCONSIN WFC SERVICES, INC. WORLD FINANCE COMPANY OF MISSISSIPPI, LLC WORLD FINANCE COMPANY OF IDAHO, LLC WORLD FINANCE COMPANY OF UTAH, LLC WORLD FINANCE COMPANY OF INDIANA, LLC By R. Xxxx Xxxxxxx, President and warrants that all representations and warranties contained in the Credit AgreementChief Executive Officer WFC Limited Partnership By WFC of South Carolina, this Inc., as sole general partner By SCHEDULE A Amendment Fee Lender Amendment Fee WFPC $ 54,000.00 BMO $ 40,500.00 Texas Capital $ 12,000.00 First Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24, 2012 constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.Horizon $ 22,500.00 Pacific West Bank $ 22,500.00 Axos Bank $ 39,000.00

ACKNOWLEDGMENT AND CONSENT. Each of Holdings and each Guarantor Subsidiary has (i) guaranteed Notwithstanding the Obligations and (ii) created Liens in favor of Collateral Agent for the benefit terms of the Secured Parties on certain Collateral Credit Agreement, the Lender hereby acknowledges that to secure its obligations under the extent the Borrower is in compliance with the terms of the New Credit Agreement and (as such term is defined in Section 2.2 hereof), the Collateral Documents subject Borrower will automatically be deemed to be in compliance with the terms and provisions of the Credit Agreement. Each The Lender further acknowledges that, save and in respect of Holdings the payment terms and each Guarantor Subsidiary together with obligations of the Company are collectively referred to herein as the “Credit Support Parties” (and each Person comprising Borrower on account of mandatory prepayments under the Credit Support PartiesAgreement, individually, a “Credit Support Party”), and (i) the Borrower shall not be in breach of any covenant under the Credit Agreement unless such act or omission also constitutes a covenant breach under the New Credit Agreement, and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions (ii) no Default or Event of Default will have occurred under the Credit Agreement and this First Amendment and consents to the amendment unless such event also constitutes a Default or Event of the Credit Agreement effected pursuant to this First Amendment, including, without limitation the potential increase in the Obligations guaranteed by such Credit Support Party. Each Credit Support Party hereby confirms and affirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all Obligations under each of the Credit Support Documents, as the case may be Default (in each case as such terms are defined in the applicable New Credit Support DocumentAgreement). The Lender otherwise reserves all its rights and remedies pursuant to the Credit Agreement. In particular, including without limitation to the payment extent any breach of covenant or Default or Event of Default has occurred under the New Credit Agreement, the Lender may accelerate the Credit Facilities under the Credit Agreement, regardless of whether or not the Lender has accelerated the Credit Facilities (as defined under the New Credit Agreement). For so long as the Obligations remain outstanding under the Credit Agreement, the Lender consents to, and acknowledges the validity of, the Security (as defined in the New Credit Agreement, whether directly or by reference) and any security granted in connection with the Financing Transactions and each Element (as such terms are defined in the New Credit Agreement) and undertakes not to challenge same. In addition, to the extent necessary, the Lender hereby consents to and waives any default under the Credit Agreement resulting from (i) the execution, delivery and performance of all such Obligations under by the Borrower and/or each of the Credit Support DocumentsGuarantors, as the case may beapplicable, in respect of each of the Obligations Financing Transactions and each Element (as such terms are defined in the New Credit Agreement) and any and all transactions contemplated thereunder or consummated in connection therewith, and (ii) the creation, issue, execution, delivery, registration, opposability and perfection, as applicable, of the Company now or hereafter existing Senior Obligations, the Security Documents and all other obligations owing under or in respect of connection with the Credit Agreement as amended by this First Amendment, including any increase thereto, Financing Transactions and hereby pledges each Element and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and all security interest granted in and to all Collateral connection therewith (in each case as such term is terms are defined in the applicable New Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwiseAgreement). Each More specifically and without in any way limiting the foregoing, the Lender consents to the transactions contemplated by each Financing Transaction and each Element (as such terms are defined in the New Credit Support Party Agreement) and all security granted in connection therewith, which transactions include the sale of diamonds as contemplated under the Purchase and Sale Agreement (as defined in the New Credit Agreement) by (x) Stornoway Diamonds (Canada) Inc. to the Seller (as defined in the New Credit Agreement) and (y) by the Seller to the Buyers (as defined in the Purchase and Sale Agreement) the whole as set forth in the Purchase and Sale Agreement and the Transaction Documents (as defined in the Stream Purchase Agreement) (collectively, the “Sales”) and acknowledges and agrees that any of such Sales, together with the Credit Support Documents to which it is a party Senior Obligations and all other obligations owing under or otherwise bound shall continue in full force connection with the Financing Transactions and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained each Element (as such terms are defined in the New Credit Agreement), this First Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24, 2012 shall constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit AgreementQualifying Project Financing.

ACKNOWLEDGMENT AND CONSENT. Each Notwithstanding the provisions of Holdings Sections 1.2(b)(ii) and each Guarantor Subsidiary has (i) guaranteed the Obligations and (ii) created Liens in favor of Collateral Agent for the benefit of the Secured Parties on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions 6.8 of the Credit Agreement, the Agent and the Lenders hereby consent to (i) Penn Traffic’s execution and delivery of the Amended Supply Agreement, a copy of which is attached hereto as Exhibit A (it being understood that any amendments or modifications to the Amended Supply Agreement attached hereto as Exhibit A following the effectiveness of this Consent that adversely affects any of the rights and remedies of the Agent or any Lender must be acceptable to the Agent in its sole discretion), (ii) the transactions contemplated thereby, and (iii) the Borrowers’ and the other Credit Parties’ performance of their respective obligations thereunder. Each of Holdings and each Guarantor Subsidiary together with the Company are collectively referred to herein as the “Credit Support Parties” (and each Person comprising Furthermore, any temporary dip in Excess Revolver Availability below any required minimums in the Credit Support PartiesAgreement shall not constitute an Event of Default so long as it has been cured on or prior to the date hereof. In addition, individuallythe Agent and the Lenders hereby acknowledge and agree that: (a) the sale of the Existing Inventory (as defined in the Non-Produce Inventory Agreement) to C&S as contemplated by the Amended Supply Agreement shall be free and clear of all existing and future liens, a “Credit Support Party”)claims and encumbrances of the Agent and the Lenders, and the Credit Agreement Agent and the Lenders hereby release any and all liens, claims or encumbrances any of them have or may have on the Existing Inventory (as defined in the Non-Produce Inventory Agreement) (including any Proceeds thereof until the Transfer of Ownership (as defined below)); and (b) the Merchandise (as defined in the Amended Supply Agreement) shall not constitute Collateral Documents are collectively referred (and no lien, claim or encumbrance of the Agent or any Lender shall attach and neither the Agent nor any Lender shall have any remedial rights with respect thereto) until the time that such Merchandise is loaded and sealed at a Facility (as defined in the Amended Supply Agreement) and such Merchandise has left such Facility and is in transit to herein a Penn Traffic Store (as defined in the Amended Supply Agreement; such time, the “Transfer of Ownership”). The Agent, the Lenders, the Borrowers and the other Credit Support Documents”. Each Credit Support Party hereby acknowledges Parties agree that it has reviewed until the terms and provisions Transfer of the Credit Agreement and this First Amendment and consents to the amendment of the Credit Agreement effected pursuant to this First AmendmentOwnership, includingC&S shall retain ownership (as seller, without limitation the potential increase in the Obligations guaranteed by such Credit Support Party. Each Credit Support Party hereby confirms and affirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secureconsignor and/or xxxxxx, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment ) of and performance of all Obligations under each of the Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement as amended by this First Amendment, including any increase thereto, and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent hold a continuing lien on and security interest in and to such Merchandise (including the Proceeds thereof) until the Transfer of Ownership to secure all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Support Documents sums owing to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this First Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date C&S pursuant to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24, 2012 constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Credit Support Party is not required by the terms of the Credit Amended Supply Agreement or any other agreements between C&S and the Borrowers (and, until the Transfer of Ownership, neither the Agent, the Lenders, the Borrowers nor any Credit Document Party shall have any lien, claim or encumbrances thereon, including any Proceeds thereof), and C&S may, in its sole and absolute discretion, exercise any of its rights and remedies with respect to consent to all or any part of such Merchandise until the amendments to Transfer of Ownership, and none of the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in Agent, the Credit AgreementLenders, this First Amendment the Borrowers or any other Credit Document Party shall have any lien, claim or encumbrance including, without limitation, any security interest in any such Merchandise until the Transfer of Ownership. Notwithstanding anything to the contrary contained herein, upon the Transfer of Ownership, any lien or security interest granted to C&S under the Supply Agreement and held by C&S upon such Merchandise shall automatically and without further action required by any Person be released, provided that any such release shall not prejudice any statutory rights or liens otherwise available to C&S under PACA, the Code or other applicable law as a seller of goods. With respect to the provisions of this Section 2 only, C&S shall be deemed to require a third party beneficiary of this Consent, coupled with the consent power of such Credit Support Party to any future amendments to the Credit Agreementenforcement thereof.

ACKNOWLEDGMENT AND CONSENT. Each of Holdings and each Guarantor Subsidiary certain Subsidiaries of the Company has (i) guaranteed the Obligations and (ii) created Liens in favor of Collateral Agent for the benefit of the Secured Parties Lenders on certain Collateral to secure its obligations under the Term Loan DIP Credit Agreement and the Collateral Documents subject to the terms and provisions of the Term Loan DIP Credit Agreement and the Term Loan Security Agreement. Each of Holdings and each Guarantor Subsidiary together with certain Subsidiaries of the Company who have guaranteed the Obligations are collectively referred to herein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, individually, a “Credit Support Party”)"CREDIT SUPPORT PARTIES", and the Term Loan DIP Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”"CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Term Loan DIP Credit Agreement, the Term Loan Security Agreement and this First Amendment Agreement and consents to the amendment of the Term Loan DIP Credit Agreement and the Term Loan Security Agreement effected pursuant to this First Amendment, including, without limitation the potential increase in the Obligations guaranteed by such Credit Support PartyAmendment Agreement. Each Credit Support Party hereby confirms and affirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Term Loan DIP Credit Agreement as amended by this First Amendment, including any increase thereto, and hereby pledges the Term Loan Pledge and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise)Security Agreement. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First AmendmentAmendment Agreement. Each Credit Support Party represents The Company and warrants that all representations and warranties contained in the Credit Agreement, this First Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each each Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24, 2012 constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Term Loan DIP Credit Agreement, the Term Loan Pledge and Security Agreement, this First Amendment Agreement or any other Credit Document shall be deemed to require constitute an amendment to or waiver of any Default or Event of Default, or an indication of the consent Administrative Agent's or Lender's willingness to amend or waive, any other provisions of such Credit Support Party to any future amendments to the Credit AgreementDocuments.

ACKNOWLEDGMENT AND CONSENT. Each Notwithstanding the provisions of Holdings Sections 1.3(b)(ii) and each Guarantor Subsidiary has (i) guaranteed the Obligations and (ii) created Liens in favor 6.8 of Collateral Agent for the benefit of the Secured Parties on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject terms of the Intercreditor Agreement, Agent and Lenders hereby consent to the terms Wholesale Business Sale pursuant to the Asset Purchase Agreement (it being understood that any amendments or modifications to the Asset Purchase Agreement following the effectiveness of this Amendment that in the reasonable discretion of the Agent could adversely affect any of the rights or remedies of the Agent or any Lender must be acceptable to the Agent in its sole discretion) for an aggregate purchase price (the “Purchase Price”) of (i) not less than $27,000,000 in cash, plus (ii) not less than $11,000,000 for the accounts receivable of the Wholesale Business, provided that: (a) Borrowers may use the Escrow Amount, plus up to $10,000,000 of the Net Proceeds from the Wholesale Business Sale to prepay the Supplemental Real Estate Facility (without penalty or premium) in an amount that would result in the remaining outstanding principal amount of the Supplemental Real Estate Facility being no less than $10,000,000 (the “SREF Prepayment ”), (b) the remaining amount of the Net Proceeds from the Wholesale Business Sale after payment of the SREF Prepayment (the “Diverted Amount”) shall be deposited in the Diversion Account, (c) upon satisfaction of the conditions set forth in Section 11 of this Amendment, the Diverted Amount shall be used to repay the outstanding Revolving Loans (and provisions not the Term Loan) in full in cash in accordance with Section 1.10 of the Credit Agreement (including the payment, if any, of LIBOR funding breakage costs in accordance with Section 1.13(b) of the Credit Agreement. Each of Holdings and each Guarantor Subsidiary together with the Company are collectively referred to herein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, individually, a “Credit Support Party”), and (d) to the Credit Agreement and extent the Collateral Documents are collectively referred to herein as Revolving Loans have been paid in full in cash, the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions remaining amount of the Credit Agreement and this First Amendment and consents to the amendment of the Credit Agreement effected pursuant to this First Amendment, including, without limitation the potential increase Diverted Amount shall remain in the Obligations guaranteed by such Credit Support Party. Each Credit Support Party hereby confirms and affirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible Diversion Account in accordance with the Credit Support Documents Agreement. In addition, Agent and Lenders hereby acknowledge and agree that the payment sale of the Wholesale Business as contemplated by the Asset Purchase Agreement shall be free and performance clear of all Obligations under each existing and future liens, claims and encumbrances of Agent and Lenders, and Agent and Lenders hereby agree that upon payment by C&S to the Seller Companies of the Credit Support DocumentsPurchase Price Agent and Lenders shall release any and all liens, as claims or encumbrances any of them has or may have on the case may be (in each case as such terms are defined in assets being transferred pursuant to the applicable Credit Support Document), including without limitation Asset Purchase Agreement. With respect to the payment and performance of all such Obligations under each provisions of the Credit Support Documentsforegoing sentence only, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement as amended by this First Amendment, including any increase thereto, and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this First Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24, 2012 constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document C&S shall be deemed to require a third party beneficiary of this Amendment, coupled with the consent power of such Credit Support Party to any future amendments to the Credit Agreementenforcement thereof.

ACKNOWLEDGMENT AND CONSENT. Each of Holdings and each Guarantor Subsidiary has (i) guaranteed the Obligations and (ii) created Liens in favor of Collateral Agent for the benefit Pursuant to Article XVII of the Secured Parties on certain Collateral to secure its obligations under the Credit Agreement Amended -------------------------- and the Collateral Documents subject to the terms Restated Lease dated as of August 21, 1995 by and provisions of the Credit Agreement. Each of Holdings between Port Authority and each Guarantor Subsidiary together with the Company are collectively referred to herein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, individuallyHilton Hotels Corporation, a “Credit Support Party”Delaware corporation, as thereafter amended (the "LEASE"), and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party Port Authority hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendment foregoing Assignment and Assumption Agreement dated 5 2000 (the "ASSIGNMENT AND ASSUMPTION AGREEMENT") by and among (i) Hilton Hotels Corporation and Flamingo Hilton Riverboat Casino, L.P., a Missouri limited partnership, (collectively, "ASSIGNOR"), (ii) Assignee, and (iii) Operating Assignee; provided, however, the Port Authority does not and shall not release Assignor from, and Assignor shall continue to be liable for, the performance, discharge and satisfaction of all obligations, terms, conditions, covenants and liabilities of Assignor under the Lease. The Port Authority specifically acknowledges and consents to the assignment, transfer, sale, delivery and conveyance by Assignee to Operating Assignee of all right, title and interest in the Lease that has been assigned to Assignee pursuant to Section 1 of the Credit Agreement effected Assignment and Assumption Agreement; provided, however, the Port Authority does not and shall not release Assignee from the performance, discharge and satisfaction of all obligations, terms, conditions, covenants and liabilities of Assignee under the Assignment and Assumption Agreement. The Port Authority hereby specifically acknowledges and agrees that pursuant to this First Amendment, including, without limitation the potential increase in the Obligations guaranteed by such Credit Support Party. Each Credit Support Party hereby confirms and affirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all Obligations under each Section 18.04 (B) (viii) (c) of the Credit Support DocumentsLease, as Assignee and Operating Assignee have provided the case may be (Port Authority with satisfactory assurances that Assignee and Operating Assignee have the experience in each case as such terms are defined in operating gaming enterprises similar to that conducted by Assignor under the applicable Credit Support Document)Lease, including without limitation the payment sufficient to enable Assignee and performance of Operating Assignee to so comply with all such Obligations under each of the Credit Support Documentsterms, as the case may be, in respect covenants and conditions of the Obligations of Lease and successfully operate the Company now or hereafter existing under or in respect of the Credit Agreement as amended by this First Amendment, including any increase thereto, and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral "Demised Premises" (in each case as such term is defined in the applicable Credit Support DocumentLease) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this First Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24, 2012 constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreementuse.

ACKNOWLEDGMENT AND CONSENT. Each of Holdings and each Guarantor Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Collateral Agent for the benefit of the Secured Parties Lenders on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Guarantor Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, individually, a “Credit Support Party”)"CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”"CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Fourth Amendment and consents to the amendment of the Credit Agreement effected pursuant to this First Fourth Amendment, including, without limitation the potential increase in the Obligations guaranteed by such Credit Support Party. Each Credit Support Party hereby confirms and affirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement as amended by this First Amendment, including any increase thereto, and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations "Obligations" under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Fourth Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this First Fourth Amendment and the Credit Support Documents to which it is a party or otherwise bound are true true, correct and correct complete in all material respects on and as of the First Fourth Amendment Effective Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true true, correct and correct complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24, 2012 constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Fourth Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Fourth Amendment and (ii) nothing in the Credit Agreement, this First Fourth Amendment or any other Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each of Holdings and each Guarantor Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Collateral Agent for the benefit of the Secured Parties Lenders on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Guarantor Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, individually, a “Credit Support Party”)"CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”"CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendment of the Credit Agreement effected pursuant to this First Amendment, including, without limitation the potential increase in the Obligations guaranteed by such Credit Support Party. Each Credit Support Party hereby confirms and affirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement as amended by this First Amendment, including any increase thereto, and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations "Obligations" under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this First Amendment and the Credit Support Documents to which it is a party or otherwise bound are true true, correct and correct complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true true, correct and correct complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24, 2012 constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each of Holdings the undersigned is a Restricted Subsidiary of World Acceptance Corporation who has executed and each Guarantor delivered to the Collateral Agent, the Administrative Agent, and the Lenders the Subsidiary has (i) guaranteed the Obligations and (ii) created Liens in favor of Collateral Agent for the benefit of the Secured Parties on certain Collateral to secure its obligations under the Credit Guaranty Agreement and the Collateral Documents subject to the terms and provisions of the Credit Subsidiary Security Agreement. Each of Holdings and each Guarantor Subsidiary together with the Company are collectively referred to herein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, individually, a “Credit Support Party”), and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party undersigned hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendment of the Sixth Amendment to Amended and Restated Revolving Credit Agreement effected pursuant to this First set forth above (the “Amendment”) and confirms that the Loan Documents executed by it, including, without limitation the potential increase in the Obligations guaranteed by such Credit Support Party. Each Credit Support Party hereby confirms and affirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will of its obligations thereunder, remain in full force and effect, and that the security interests and liens created and provided for therein continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents secure the payment and performance of all Obligations under each of the Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing Borrower under or in respect of the Credit Agreement after giving effect to the Amendment. Dated as amended by this First AmendmentSeptember 27, including any increase thereto, 2021. [Signature Page to Acknowledgment and hereby pledges and assigns Consent to Follow] Each of the undersigned acknowledges that the Collateral Agent, the Administrative Agent, and grants to the Collateral Agent a continuing lien Lenders are relying on and security interest the foregoing in and to all Collateral (in each case as such term is defined in entering into the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. Each Credit Support Party represents WORLD ACCEPTANCE CORPORATION OF ALABAMA WORLD ACCEPTANCE CORPORATION OF MISSOURI WORLD FINANCE COMPANY OF GEORGIA, LLC WORLD FINANCE CORPORATION OF LOUISIANA WORLD ACCEPTANCE CORPORATION OF OKLAHOMA, INC. WAC OF OKLAHOMA, LP WORLD FINANCE COMPANY OF SOUTH CAROLINA, LLC WAC OF SOUTH CAROLINA, LLC WORLD FINANCE CORPORATION OF TENNESSEE WFC OF SOUTH CAROLINA, INC. WORLD FINANCE CORPORATION OF ILLINOIS WORLD FINANCE CORPORATION OF NEW MEXICO WORLD FINANCE COMPANY OF KENTUCKY, LLC WORLD FINANCE CORPORATION OF COLORADO WORLD FINANCE CORPORATION OF WISCONSIN WFC SERVICES, INC. WORLD FINANCE COMPANY OF MISSISSIPPI, LLC WORLD FINANCE COMPANY OF IDAHO, LLC WORLD FINANCE COMPANY OF UTAH, LLC WORLD FINANCE COMPANY OF INDIANA, LLC By /s/ R. Xxxx Xxxxxxx R. Xxxx Xxxxxxx, President and warrants that all representations Chief Executive Officer WFC Limited Partnership By WFC of South Carolina, Inc., as sole general partner By /s/ R. Xxxx Xxxxxxx R. Xxxx Xxxxxxx, President and warranties contained in the Credit Agreement, this First Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24, 2012 constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.Chief

ACKNOWLEDGMENT AND CONSENT. Each of Holdings The undersigned hereby acknowledge and each Guarantor Subsidiary has (i) guaranteed the Obligations and (ii) created Liens in favor of Collateral Agent for the benefit of the Secured Parties on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject consent to the terms foregoing Assignment Agreement dated the 22nd day of December, 2003, (the "Assignment Agreement") by and provisions of the Credit Agreement. Each of Holdings and each Guarantor Subsidiary together with the Company are collectively referred to herein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, individuallybetween Quest Resource Corporation, a “Credit Support Party”Nevada corporation ("Assignor") and Quest Cherokee, LLC, a Delaware limited liability company ("Assignee"), and release Assignor from, and agree that each will look solely to Assignee for, the Credit performance, discharge and satisfaction of all obligations, terms, conditions, covenants and liabilities arising after the date hereof which Assignor had originally agreed to perform, discharge or otherwise satisfy under the Purchase and Sale Agreement and the Collateral Documents are collectively referred to herein dated as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit 10th of December, 2003 (the "Agreement"). The undersigned agree that, with respect to all gathering lines, flow lines, injection lines and pipelines described in paragraph (d) of Section 1 of the Agreement which the undersigned are obligated to sell, transfer, assign, convey and this First Amendment deliver to the Assignor pursuant to the Agreement (the "Pipeline Assets"), and which, upon the effectiveness of the Assignment Agreement, the undersigned are obligated to sell, transfer, assign, convey and deliver to the Assignee, the undersigned shall, at the request of the Assignee, on behalf of the Assignee, and with the Assignee's consent, as indicated by the Assignee's signature below, sell, transfer, assign, convey and deliver the Pipeline Assets to the Assignee's wholly owned subsidiary, Bluestem Pipeline, LLC, a Delaware limited liability company ("Bluestem"), and that all documents and instruments of conveyance of the Pipeline Assets shall reflect such conveyance to Bluestem. The undersigned consents to the amendment assignment by Assignee of all of Assignee's rights and interests under the Agreement to (1) the administrative agent under that certain Credit Agreement effected pursuant to this First Amendment, including, without limitation the potential increase in the Obligations guaranteed by such Credit Support Party. Each Credit Support Party hereby confirms and affirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secureamong Assignee, as borrower, the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all Obligations under each of the Credit Support Documentsfinancial institutions listed on Schedule 1.1-A thereto, as the case may be (in each case as such terms are defined in the applicable Credit Support Document)banks, including without limitation the payment and performance of all such Obligations under each of the Credit Support DocumentsBank One, NA, as administrative agent, and Bank One Capital Markets, Inc., as lead arranger and sole bookrunner, dated as of December 22, 2003 and (2) the case may be, in respect of the Obligations of the Company now or hereafter existing agent under or in respect of the that certain Senior Term Second Lien Credit Agreement among Assignee, as amended by this First Amendmentborrower, including any increase Bluestem Pipeline, LLC, as guarantor, the lenders party thereto, and hereby pledges and assigns to the Collateral AgentBank One, NA, as agent, and grants Bank One Capital Markets, Inc., as lead arranger and sole bookrunner, dated as of December 22, 2003. The undersigned warrants and represents to the Collateral Agent a continuing lien on Assignor and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges Assignee and agrees that any as of the Credit Support Documents to which it date of the execution of this Acknowledgment and Consent, as indicated below: (a) the Agreement has not been amended or modified and (b) the Agreement is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be constitutes the legal, valid and binding obligation of and is enforceable and shall not be impaired or limited by against the execution or effectiveness of this First Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained undersigned in the Credit Agreement, this First Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24, 2012 constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu accordance with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreementits terms.

ACKNOWLEDGMENT AND CONSENT. Each Notwithstanding the provisions of Holdings Sections 1.2(b)(ii) and each Guarantor Subsidiary has (i) guaranteed the Obligations and (ii) created Liens in favor 6.8 of Collateral Agent for the benefit of the Secured Parties on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject terms of the Intercreditor Agreement, Agent and Lenders hereby consent to the terms and provisions Wholesale Business Sale pursuant to the Asset Purchase Agreement (it being understood that any amendments or modifications to the Asset Purchase Agreement following the effectiveness of this Amendment that in the reasonable discretion of the Credit Agreement. Each Agent could adversely affect any of Holdings and each Guarantor Subsidiary together with the Company are collectively referred rights or remedies of the Agent or any Lender must be acceptable to herein as the Agent in its sole discretion) for an aggregate purchase price of (i) not less than $27,000,000 in cash, plus (ii) not less than $11,000,000 for the accounts receivable of the Wholesale Business (the “Credit Support Parties” (and each Person comprising the Credit Support Parties, individually, a “Credit Support PartyPurchase Price”), and provided that: (a) Borrowers shall use the Credit Agreement and Escrow Amount, plus up to $10,000,000 of the Collateral Documents are collectively referred Net Proceeds from the Wholesale Business Sale to herein as prepay the Loans (without penalty or premium) in an amount that would result in the remaining outstanding principal amount of the Loans being no less than $10,000,000 (the “Credit Support DocumentsPrepayment ”. Each Credit Support Party hereby acknowledges that it has reviewed ) and (b) the terms and provisions remaining amount of the Credit Agreement and this First Amendment and consents to Net Proceeds from the amendment Wholesale Business Sale after the payment of the Credit Agreement effected pursuant to this First Amendment, including, without limitation Prepayment (the potential increase “Diverted Amount”) shall be deposited in the Obligations guaranteed by such Credit Support Party. Each Credit Support Party hereby confirms Diversion Account and affirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible used in accordance with Section 3 of the Credit Support Documents GE Sixth Amendment (as hereinafter defined). In addition, Agent and Lenders hereby acknowledge and agree that the payment sale of the Wholesale Business as contemplated by the Asset Purchase Agreement shall be free and performance clear of all Obligations under each existing and future liens, claims and encumbrances of the Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment Agent and performance of all such Obligations under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement as amended by this First Amendment, including any increase theretoLenders, and Agent and Lenders hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this First Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and release effective as of the First Amendment Effective Date payment of the Purchase Price by the buyer, any and all liens, claims or encumbrances any of them has or may have on the assets being transferred pursuant to the same extent as though made on and as of that date, except Asset Purchase Agreement. With respect to the extent such representations and warranties specifically relate to an earlier dateimmediately preceding sentence of this Section 3 only, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24C&S Wholesale Grocers, 2012 constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document Inc. shall be deemed to require a third party beneficiary of this Consent, coupled with the consent power of such Credit Support Party to any future amendments to the Credit Agreementenforcement thereof.