Common use of FIRST LIEN AGENT Clause in Contracts

FIRST LIEN AGENT. BAY COAST BANK, for itself as First Lien Agent and as Collateral Agent for the First Lien Lenders By: Name: Title: TMI TRUST COMPANY, as Collateral Agent under the Indenture, for itself and the other Second Lien Creditors By: Name: Title: Each of the undersigned hereby acknowledges and agrees to the foregoing terms and provisions. By its signature below, each of the undersigned agrees that it will, together with its successors and assigns, be bound by the provisions hereof. Each of the undersigned agrees that any Creditor holding or otherwise controlling Collateral (the “Controlling Creditor”) does so as bailee (under the UCC) for and on behalf of the other Creditors which have a Lien on such Collateral, and each Controlling Creditor is hereby authorized to and may turn over to Second Lien Agent (if First Lien Agent or any First Lien Lender is the Controlling Creditor) or to First Lien Agent (if Second Lien Agent or any Second Lien Creditor is the Controlling Creditor) any such Collateral upon request therefore, after all obligations and indebtedness of the undersigned to such Controlling Creditor shall have been fully paid and performed. Each of the undersigned acknowledges and agrees that (i) although it may sign this Intercreditor Agreement it is not a party hereto and does not and will not receive any right, benefit, priority or interest under or because of the existence of the foregoing Intercreditor Agreement (except for a consent which is deemed to have been given by the Second Lien Creditors under Section 2.9), and (ii) it will execute and deliver such additional documents and take such additional action as may be necessary or desirable in the reasonable opinion of any of the Creditors to effectuate the provisions and purposes of the foregoing Intercreditor Agreement. CURO GROUP HOLDINGS CORP. A SPEEDY CASH CAR TITLE LOANS, LLC ADVANCE GROUP, INC. ATTAIN FINANCE, LLC AVIO CREDIT, INC. CASH COLORADO, LLC CONCORD FINANCE, INC. ENNOBLE FINANCE, LLC EVERGREEN FINANCIAL INVESTMENTS, INC. FMMR INVESTMENTS, INC. GALT VENTURES, LLC PRINCIPAL INVESTMENTS, INC. SCIL TEXAS, LLC SC AURUM, LLC SCIL, INC. SPEEDY CASH SPEEDY CASH ILLINOIS, INC. SC TEXAS MB, INC. THE MONEY STORE, ▇.▇. ▇▇▇▇ MANAGEMENT LLC ▇▇▇▇ CAR TITLE, INC. ▇▇▇▇ FINANCIAL, INC. By: Name: Title: This SUPPLEMENT TO THE INTERCREDITOR AGREEMENT (this “Supplement”) is made on , 20 by and among: (i) CURO Financial Technologies Corp. (the “Issuer”), (ii) [ ] (the “Obligors”) and (iii) [ ] (the “Pari Passu Lender(s)”). Reference is hereby made to that certain Intercreditor Agreement, dated as of [ ], 2017 (the “Intercreditor Agreement”) between (i) Bay Coast Bank, in its capacity as agent for the benefit of the holders from time to time of the First Lien Obligations, including its successors and assigns from time to time (in such capacity, the “First Lien Agent”) and (ii) TMI Trust Company, in its capacity as collateral agent for the benefit of holders from time to time of the Indenture Obligations and the Pari Passu Payment Lien Obligations (as defined below), including its successors and assigns from time to time (in such capacity, the “Second Lien Agent”).

FIRST LIEN AGENT. BAY COAST BANK, for For itself as First Lien Agent and as Collateral Agent for the First Lien Lenders By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President TMI TRUST COMPANY, as Collateral Agent under the Indenture, for itself and the other Second Lien Creditors By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President Each of the undersigned hereby acknowledges and agrees to the foregoing terms and provisions. By its signature below, each of the undersigned agrees that it will, together with its successors and assigns, be bound by the provisions hereof. Each of the undersigned agrees that any Creditor holding or otherwise controlling Collateral (the “Controlling Creditor”) does so as bailee (under the UCC) for and on behalf of the other Creditors which have a Lien on such Collateral, and each Controlling Creditor is hereby authorized to and may turn over to Second Lien Agent (if First Lien Agent or any First Lien Lender is the Controlling Creditor) or to First Lien Agent (if Second Lien Agent or any Second Lien Creditor is the Controlling Creditor) any such Collateral upon request therefore, after all obligations and indebtedness of the undersigned to such Controlling Creditor shall have been fully paid and performed. Each of the undersigned acknowledges and agrees that (i) although it may sign this Intercreditor Agreement it is not a party hereto and does not and will not receive any right, benefit, priority or interest under or because of the existence of the foregoing Intercreditor Agreement (except for a consent which is deemed to have been given by the Second Lien Creditors under Section 2.9), and (ii) it will execute and deliver such additional documents and take such additional action as may be necessary or desirable in the reasonable opinion of any of the Creditors to effectuate the provisions and purposes of the foregoing Intercreditor Agreement. CURO GROUP HOLDINGS CORP. A SPEEDY CASH CAR TITLE LOANS, LLC ADVANCE GROUP, INC. ATTAIN FINANCE, LLC AVIO CREDIT, INC. CASH COLORADO, LLC CONCORD FINANCE, INC. ENNOBLE FINANCE, LLC EVERGREEN FINANCIAL INVESTMENTS, INC. FMMR INVESTMENTS, INC. GALT VENTURES, LLC PRINCIPAL INVESTMENTS, INC. SCIL TEXAS, LLC SC AURUM, LLC SCIL, INC. SPEEDY CASH SPEEDY CASH ILLINOIS, INC. SC TEXAS MB, INC. THE MONEY STORE, ▇.▇. ▇▇▇▇ MANAGEMENT LLC ▇▇▇▇ CAR TITLE, INC. ▇▇▇▇ FINANCIAL, INC. By: Name: Title: This SUPPLEMENT TO THE INTERCREDITOR AGREEMENT (this “Supplement”) is made on , 20 by and among: (i) CURO Financial Technologies Corp. (the “Issuer”), (ii) [ ] (the “Obligors”) and (iii) [ ] (the “Pari Passu Lender(s)”). Reference is hereby made to that certain Intercreditor Agreement, dated as of [ ], 2017 (the “Intercreditor Agreement”) between (i) Bay Coast Bank, in its capacity as agent for the benefit of the holders from time to time of the First Lien Obligations, including its successors and assigns from time to time (in such capacity, the “First Lien Agent”) and (ii) TMI Trust Company, in its capacity as collateral agent for the benefit of holders from time to time of the Indenture Obligations and the Pari Passu Payment Lien Obligations (as defined below), including its successors and assigns from time to time (in such capacity, the “Second Lien Agent”).

FIRST LIEN AGENT. BAY COAST BANK, for itself as (a) It is understood and agreed that the First Lien Agent is entering into this Agreement in its capacity as administrative agent under the Initial First Lien Loan Agreement and the provisions of Article 11 of the Initial First Lien Loan Agreement applicable to the Administrative Agent (as Collateral Agent for defined therein) thereunder shall also apply to the First Lien Lenders By: Name: Title: TMI TRUST COMPANY, as Collateral Agent under hereunder. Without limiting the Indenture, for itself and the other Second Lien Creditors By: Name: Title: Each generality of the undersigned hereby acknowledges foregoing and agrees notwithstanding anything herein to the foregoing terms and provisions. By its signature belowcontrary, each of nothing contained in this Agreement shall require the undersigned agrees that it will, together with its successors and assigns, be bound by the provisions hereof. Each of the undersigned agrees that any Creditor holding or otherwise controlling Collateral (the “Controlling Creditor”) does so as bailee (under the UCC) for and on behalf of the other Creditors which have a Lien on such Collateral, and each Controlling Creditor is hereby authorized to and may turn over to Second Lien Agent (if First Lien Agent to exercise any discretionary acts, and any provision of this Agreement that authorizes or any First Lien Lender is permits the Controlling Creditor) or to First Lien Agent (if Second to consent to, disapprove, request, determine, waive, act or decline to act, in its discretion shall be subject to the First Lien Agent receiving direction from the Required Lenders (as defined in the First Lien Loan Agreement). (b) Whenever the First Lien Agent shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any Second Lien Creditor is Debt, Second Lien Loans, Second Lien Loan Obligations, Second Lien Obligations or the Controlling Creditor) Shared Collateral subject to any such Collateral upon request therefore, after all obligations and indebtedness Lien securing any of the undersigned to such Controlling Creditor shall have been fully paid and performed. Each of the undersigned acknowledges and agrees that (i) although Second Lien Obligations, it may sign this Intercreditor Agreement request that such information be furnished to it is not a party hereto and does not and will not receive any right, benefit, priority or interest under or because of the existence of the foregoing Intercreditor Agreement (except for a consent which is deemed to have been given in writing by the Second Lien Creditors under Section 2.9), Agent and (ii) it will execute and deliver shall be entitled to make such additional documents and take such additional action as may be necessary or desirable in determination on the reasonable opinion of any basis of the Creditors information so furnished; provided, however, that if the Second Lien Agent shall fail or refuse reasonably promptly to effectuate provide the provisions and purposes of the foregoing Intercreditor Agreement. CURO GROUP HOLDINGS CORP. A SPEEDY CASH CAR TITLE LOANSrequested information, LLC ADVANCE GROUP, INC. ATTAIN FINANCE, LLC AVIO CREDIT, INC. CASH COLORADO, LLC CONCORD FINANCE, INC. ENNOBLE FINANCE, LLC EVERGREEN FINANCIAL INVESTMENTS, INC. FMMR INVESTMENTS, INC. GALT VENTURES, LLC PRINCIPAL INVESTMENTS, INC. SCIL TEXAS, LLC SC AURUM, LLC SCIL, INC. SPEEDY CASH SPEEDY CASH ILLINOIS, INC. SC TEXAS MB, INC. THE MONEY STORE, ▇.▇. ▇▇▇▇ MANAGEMENT LLC ▇▇▇▇ CAR TITLE, INC. ▇▇▇▇ FINANCIAL, INC. By: Name: Title: This SUPPLEMENT TO THE INTERCREDITOR AGREEMENT (this “Supplement”) is made on , 20 by and among: (i) CURO Financial Technologies Corp. (the “Issuer”), (ii) [ ] (the “Obligors”) and (iii) [ ] (the “Pari Passu Lender(s)”). Reference is hereby made to that certain Intercreditor Agreement, dated as of [ ], 2017 (the “Intercreditor Agreement”) between (i) Bay Coast Bank, in its capacity as agent for the benefit of the holders from time to time of the First Lien ObligationsAgent shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including its successors by reliance upon a certificate of the Borrower and assigns from time / or other Obligors. Notwithstanding anything contained in this Agreement to time (in such capacitythe contrary, the “First Lien Agent”) Agent shall have no obligation to determine, calculate or verify, and (ii) TMI Trust Companyshall have no liability in connection with the determination, in its capacity as collateral agent for the benefit of holders from time to time calculation or verification of the Indenture Obligations and the Pari Passu Payment Lien Obligations (as defined below), including its successors and assigns from time to time (in such capacity, the “Maximum Second Lien Agent”)Principal Amount.