Common use of Conditions Precedent to the Effective Date Clause in Contracts

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C hereof: 1. the RSA shall not have been terminated as to all parties thereto in accordance with its terms and shall be in full force and effect; 2. the Bankruptcy Court shall have entered the DIP Orders and the Final DIP Order shall be in full force and effect; 3. no default or event of default shall have occurred and be continuing under the DIP Facility or any DIP Order; 4. the Bankruptcy Court shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Order in form and substance consistent with the RSA, and the Combined Order shall have become a Final Order; 6. the Canadian Court shall have entered an order recognizing the Combined Order; 7. the Definitive Documents shall (i) be consistent with the RSA and otherwise approved by the applicable parties thereto consistent with their respective consent and approval rights as set forth in the RSA, (ii) have been executed or deemed executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms consistent with the RSA; 8. all authorizations, consents, regulatory approvals, rulings, actions, documents, and agreements necessary to implement and consummate the Plan and the Restructuring Transactions shall have been obtained, effected, and executed, and all waiting periods imposed by any governmental entity shall have terminated or expired; 9. the Exit Facility Documents shall have been executed and delivered by each party thereto, and each of the conditions precedent related thereto shall have been satisfied or waived (with the consent of the Required Consenting Stakeholders), other than such conditions that relate to the effectiveness of the Plan and related transactions, including payment of fees and expenses; 10. the New Equity Interests shall have been issued; 11. Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants shall have been issued; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Framework; 13. all steps necessary to consummate the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected; 14. all Restructuring Expenses shall have been paid in full; 15. the Debtors and each other party thereto shall have entered into Securitization Facilities Amendments with respect to each Securitization Facility in form and substance satisfactory to the Required Consenting Stakeholders and the Securitization Facilities Amendments shall not have been amended, supplemented, otherwise modified, or terminated (other than in accordance with the terms thereof during the Chapter 11 Cases to the extent agreed to by the Required Consenting Stakeholders), and shall be in full force and effect immediately upon the Effective Date;

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C IX.B hereof: 1. the RSA shall not have been terminated as to all parties thereto in accordance with its terms and shall be in full force and effect; 2. (a) the Bankruptcy Court shall have entered the DIP Orders and Confirmation Order (which shall include final approval of the Final DIP Order Disclosure Statement), which shall be in full force and effect; 3. no default or event of default shall have occurred and be continuing under the DIP Facility or any DIP a Final Order; 4. the Bankruptcy Court shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Order , in form and substance consistent in all respects with the RSARestructuring Support Agreement (including any consent rights thereunder) and otherwise in form and substance acceptable to the Debtors, the Required Consenting Creditors, and the Combined Order shall have become a Final Order;which shall: 6. the Canadian Court shall have entered an order recognizing the Combined Order; 7. the Definitive Documents shall (i) be consistent authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the RSA Prepackaged Plan; (ii) decree that the provisions in the Confirmation Order and otherwise approved the Prepackaged Plan are non-severable and mutually dependent; (iii) authorize the Debtors, as applicable/necessary, to: (a) implement the Restructuring Transactions, (b) distribute the New Common Interests (including the Tranche C Commitment Equity), pursuant to the exemption from registration under the Securities Act provided by section 1145 of the applicable parties thereto consistent with their respective consent Bankruptcy Code, section 4(a)(2) of the Securities Act, or Regulation S under the Securities Act, as applicable; (c) make all distributions and approval rights issuances as required under the Prepackaged Plan, including Cash, the New Common Interests; and (d) enter into any agreements, transactions, and sales of property as set forth in the RSAPlan Supplement, (ii) have been executed or deemed executed and delivered by in each party theretocase, and any conditions precedent related thereto shall have been satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms in a manner consistent with the RSAterms of the Restructuring Support Agreement and subject to the consent rights set forth therein; 8. (iv) authorize the implementation of the Prepackaged Plan in accordance with its terms; and (v) provide that, pursuant to section 1146 of the Bankruptcy Code, the assignment or surrender of any lease or sublease, and the delivery of any deed or other instrument or transfer order, in furtherance of, or in connection with the Prepackaged Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets contemplated under the Prepackaged Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax; and (b) the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, actions, documents, and agreements or documents that are necessary to implement and consummate effectuate the Plan and Prepackaged Plan; (c) the Restructuring Transactions shall have been obtainedfinal version of each of the Prepackaged Plan, effected, and executedthe Definitive Documents, and all waiting periods imposed by documents contained in any governmental entity shall have terminated supplement to the Prepackaged Plan, including the Plan Supplement and any exhibits, schedules, amendments, modifications, or expired; 9. the Exit Facility Documents supplements thereto or other documents contained therein shall have been executed or filed, as applicable in form and delivered by each party theretosubstance consistent in all respects with the Restructuring Support Agreement, the Prepackaged Plan, and each of the conditions precedent related thereto shall have been satisfied or waived (comply with the applicable consent of the Required Consenting Stakeholders), other than such conditions that relate to the effectiveness of the Plan and related transactions, including payment of fees and expenses; 10. the New Equity Interests shall have been issued; 11. Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants shall have been issued; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Framework; 13. all steps necessary to consummate the Restructuring Transactions as rights set forth in the Description of Transaction Steps Restructuring Support Agreement and/or the Prepackaged Plan for such documents and shall not have been effectedmodified in a manner inconsistent with the Restructuring Support Agreement; 14. all (d) the Restructuring Expenses Support Agreement shall not have been paid in full; 15. the Debtors and each other party thereto shall have entered into Securitization Facilities Amendments with respect to each Securitization Facility in form and substance satisfactory terminated as to the Required Consenting Stakeholders Creditors, shall be in full force and effect, and the Securitization Facilities Amendments Debtors and the other parties thereto shall not have been amended, supplemented, otherwise modified, or terminated be in compliance therewith; (other than in accordance with e) the terms thereof during the Chapter 11 Cases to the extent agreed to by the Required Consenting Stakeholders), and DIP Facility shall be in full force and effect immediately upon and there shall be no defaults continuing unless waived by the requisite DIP Lenders party thereto; (f) the New Exit Facility, including all documentation related thereto, shall have been consummated; (g) all Professional Fee Amounts that require the approval of the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have been funded into the Professional Fee Account pending the approval of such fees and expenses by the Bankruptcy Court; (h) all outstanding Restructuring Expenses and all outstanding reasonable and documented fees and expenses of the Agents/Trustees, including estimated fees and expenses through the Effective Date shall have been paid in full in Cash; (i) no court of competent jurisdiction or other competent governmental or regulatory authority shall have issued a final and non-appealable order making illegal or otherwise restricting, preventing or prohibiting the consummation of the Prepackaged Plan; (j) the conditions to effectiveness of the New LLC Agreement shall have been duly satisfied or waived and the New Common Interests will be issued in accordance with the Distribution Record Date; (k) the Debtors shall have implemented the Restructuring Transactions and all transactions contemplated in the Prepackaged Plan in a manner consistent with the Restructuring Support Agreement (and subject to, and in accordance with, the consent rights set forth therein).

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date Consummation of the Plan that the following conditions shall have been satisfied (or waived pursuant to the provisions of Article IX.C IX.B hereof:): 1. the RSA shall not have been terminated as to all parties thereto in accordance with its terms and shall be in full force and effect; 2. the The Bankruptcy Court shall have entered the DIP Orders and the Final DIP Order shall Confirmation Order, which shall: a. be in full force and effect; 3. no default or event of default shall have occurred and be continuing under the DIP Facility or any DIP Order; 4. the Bankruptcy Court shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Order in form and substance consistent with the RSARestructuring Support Agreement and the Global Settlement; b. authorize the Debtors to take all actions necessary to enter into, implement, and consummate the Combined Order shall have become a Final Ordercontracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the Plan; 6. c. decree that the Canadian Court shall have entered an order recognizing provisions in the Combined OrderConfirmation Order and the Plan are nonseverable and mutually dependent; 7. d. authorize the Definitive Documents shall Debtors, as applicable/necessary, to: (ia) be consistent with implement the RSA Restructuring Transactions; (b) issue the New Common Stock pursuant to the exemption from registration under the Securities Act provided by section 1145 of the Bankruptcy Code or other exemption from such registration or pursuant to one or more registration statements; (c) make all distributions and otherwise approved by issuances as required under the applicable parties thereto consistent with their respective consent Plan, including cash and approval rights the New Common Stock; and (d) enter into any agreements, transactions, and sales of property as set forth in the RSAPlan Supplement, (ii) including the Exit Facilities; e. authorize the implementation of the Plan in accordance with its terms; and f. provide that, pursuant to section 1146 of the Bankruptcy Code, the assignment or surrender of any lease or sublease, and the delivery of any deed or other instrument or transfer order, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets contemplated under the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax; 2. the final version of all schedules, documents, and exhibits contained in the Plan Supplement shall have been executed or deemed filed and be consistent in all material respects with the Restructuring Support Agreement and the Plan; 3. the Restructuring Support Agreement shall remain in full force and effect and shall not be terminated; 4. the documentation related to the Exit Facilities shall have been duly executed and delivered by each party thereto, all of the Entities that are parties thereto and all conditions precedent (other than any conditions precedent related thereto to the occurrence of the Effective Date) to the effectiveness of the Exit Facilities shall have been satisfied or duly waived by in writing in accordance with the terms of the applicable party or parties, Exit Facility Documents and (iii) the closing of the Exit Facilities shall be adopted on terms consistent with the RSAhave occurred; 85. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan and each of the other Restructuring Transactions; 6. the GUC Trust Agreement shall be executed and the GUC Trust Assets in existence on the Effective Date shall be transferred to the GUC Trust; 7. all actions, documents, certificates, and agreements necessary to implement and consummate the Plan and (including any documents contained in the Restructuring Transactions Plan Supplement) shall have been obtainedperformed or executed and delivered to the required parties and, effectedto the extent required, and executedfiled with the applicable Governmental Units, and in accordance with applicable laws; 8. all waiting periods imposed by any governmental entity Professional Fee Claims shall have terminated been paid in full or expiredamounts sufficient to pay such fees and expenses after the Effective Date shall have been placed into the Professional Fee Escrow Account pending the Bankruptcy Court’s approval thereof; 9. the Exit DIP ABL Facility Documents Claims and ABL Claims shall have been executed Paid in Full or otherwise satisfied in accordance with Articles II.B and delivered by each party thereto, and each of the conditions precedent related thereto shall have been satisfied or waived (with the consent of the Required Consenting Stakeholders), other than such conditions that relate to the effectiveness III.B.3 of the Plan and related transactions, including payment of fees and expenses(as applicable); 10. the New Equity Interests shall have been issued; 11. Reorganized CURO shall have entered into the New Warrant Agreement all fees, expenses, and the New Warrants shall have been issued; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, other amounts payable pursuant to the extent applicable, shall have commenced the CVR Distribution Framework; 13. all steps necessary to consummate the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected; 14. all Restructuring Expenses DIP Financing Order shall have been paid in full; 1511. all professional fees and expenses of the Debtors and each other party thereto advisors to the Ad Hoc Group shall have entered into Securitization Facilities Amendments with respect to each Securitization Facility been paid in form and substance satisfactory to the Required Consenting Stakeholders and the Securitization Facilities Amendments shall not have been amended, supplemented, otherwise modified, or terminated (other than full in accordance with the terms thereof during the Chapter 11 Cases to the extent agreed to by the Required Consenting Stakeholders)Restructuring Support Agreement and all professional fees, costs, and expenses incurred by, or on behalf of, the Term Loan Agent, shall be have been paid in full force full; and 12. the Debtors shall have implemented the Restructuring Transactions in a manner consistent with the Restructuring Support Agreement and effect immediately upon the Effective Date;this Plan.

Conditions Precedent to the Effective Date. It shall be a condition The following conditions precedent to the occurrence of the Effective Date of the Plan that the following conditions must be satisfied unless any such condition shall have been satisfied or waived pursuant to by the provisions of Article IX.C hereofDebtors and the Plan Sponsor: 1. a. the RSA shall not have been terminated as to all parties thereto in accordance with its terms and shall be in full force and effect; 2. the Bankruptcy Court shall have entered the DIP Orders and the Final DIP Order shall be in full force and effect; 3. no default or event of default shall have occurred and be continuing under the DIP Facility or any DIP Confirmation Order; 4. the Bankruptcy Court shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Order , in form and substance consistent with acceptable to the RSA, Debtors and the Combined Order shall have Plan Sponsor, each in its reasonable discretion, having become a Final Order; 6. b. no breach or failure to comply with the Canadian terms of the DIP Order, the RSA, the Confirmation Order, or any other material order of the Bankruptcy Court shall have entered an order recognizing the Combined Orderoccurred and be continuing; 7. c. the Definitive Documents shall (i) be consistent with Plan and all related documents, including the RSA Plan Supplement documents, in form and otherwise substance acceptable to the Debtors and the Plan Sponsor, each in its reasonable discretion, being approved by the applicable parties thereto consistent with their respective consent Confirmation Order and approval rights as set forth in the RSA, (ii) have been executed or deemed executed and delivered by each party theretodelivered, and any conditions precedent related thereto shall have (other than the occurrence of the Effective Date or certification by the Debtors that the Effective Date has occurred) contained therein having been satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms consistent with the RSAin accordance therewith; 8. all authorizations, consents, regulatory approvals, rulings, actions, documents, and agreements necessary to implement and consummate d. the Plan and the Restructuring Transactions shall have been obtained, effected, and executed, and all waiting periods imposed by any governmental entity shall have terminated or expired; 9. the Exit Facility Documents shall have been executed and delivered by each party thereto, and each board of directors of the conditions precedent related thereto shall have been satisfied or waived (with the consent of the Required Consenting Stakeholders)Reorganized Debtors, other than such conditions that relate to the effectiveness of the Plan and related transactions, including payment of fees and expenses; 10. the New Equity Interests shall have been issued; 11. Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants shall have been issued; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent as applicable, shall have commenced the CVR Distribution Frameworkbeen selected and shall have agreed to serve; 13. e. the Debtor has not caused, or as to Insiders, permitted to occur, from and after the Petition Date an “ownership change” as such term is used in section 382 of the Code; f. there being no material adverse change in the business, results of operations, prospects, condition (financial or otherwise) or assets of the Debtors after the Confirmation Date; g. the receipt of any required regulatory approvals and material third party consents, or any other approvals, including approvals or consents required from any Governmental Unit, on terms reasonably satisfactory to the Plan Sponsor; h. the issuance of an opinion by Plan Sponsor tax counsel Xxxxx Xxxxx LLP that the transactions contemplated by the Plan, individually and in the aggregate, will not result in the application of Section 382(a) of the Code to Novation; i. to the extent requested by the Plan Sponsor, the approval by the Bankruptcy Court and adoption of the Tax Preservation Rights Plan; j. Novation shall be delisted from any public exchange on which it is listed and shall no longer be subject to any Securities and Exchange Commission reporting requirements no later than the Effective Date. k. all steps other actions and documents necessary to consummate implement the Restructuring Transactions as set forth in the Description of Transaction Steps Plan shall have been effected; 14. all Restructuring Expenses effected or executed and shall have been paid in full; 15. be reasonably acceptable to the Debtors and each other party thereto shall have entered into Securitization Facilities Amendments with respect the Plan Sponsor; l. payment by the Plan Sponsor of the Exit Funding in an amount necessary to each Securitization Facility in form and substance satisfactory satisfy the purposes of the Exit Funding (up to the Required Consenting Stakeholders amount of the DIP Facility and the Securitization Facilities Amendments shall not have been amended, supplemented, otherwise modified, or terminated (other than in accordance with the terms thereof during the Chapter 11 Cases to the extent agreed to Initial Preferred Stock Consideration); m. payment by the Required Consenting Stakeholders), and shall be in full force and effect immediately upon Plan Sponsor of the Effective DateInitial Preferred Stock Consideration;

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date Consummation of the Plan that the following conditions shall have been satisfied or occur in conjunction with the occurrence of the Effective Date (or shall be waived pursuant to the provisions of Article IX.C hereof:IX.B): 1. the RSA shall not have been terminated as to all parties thereto in accordance with its terms and shall be in full force and effect; 2. the Bankruptcy Court shall have entered the DIP Orders Disclosure Statement Order and approved the Final DIP Order shall be in full force Rights Offering Procedures, solicitation procedures, and effect; 3. no default or event of default shall have occurred and be continuing under other materials related to the DIP Facility or any DIP Order; 4. the Bankruptcy Court shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Order Plan, in form and substance consistent with the RSA, Plan Support Agreement and otherwise reasonably acceptable to the Combined Order Debtors and Requisite Commitment Parties; 2. the Stock Purchase Agreement and Rights Offering Procedures shall have become a Final Order; 6. the Canadian Court shall have entered an order recognizing the Combined Order; 7. the Definitive Documents shall (i) be consistent with the RSA and otherwise been approved by the applicable parties thereto consistent with their respective consent Bankruptcy Court and approval rights as set forth shall remain in the RSAfull force and effect, (ii) have been executed or deemed executed and delivered by each party thereto, and any all conditions precedent related thereto shall have been satisfied or waived by the applicable party or parties, and (iii) there shall be adopted on no breach thereunder that would give rise to the right to terminate the Stock Purchase Agreement for which notice has been given in accordance with the respective terms thereof; 3. the Bankruptcy Court shall have entered the Confirmation Order, in form and substance materially consistent with the RSAPlan and otherwise reasonably acceptable to the Debtors and the Requisite Commitment Parties and such order shall not have been stayed pending appeal; 4. the Plan Support Agreement shall be in full force and effect with respect to the Debtors and the Plan Sponsors; 5. the Definitive Documents shall contain terms and conditions consistent in all material respects with the Plan, the Stock Purchase Agreement, and the Plan Support Agreement or otherwise acceptable to the Debtors and Requisite Commitment Parties; 6. Each of the Plan Sponsors, or its respective affiliates or related funds, (or their replacements consistent with the terms of the Stock Purchase Agreement) shall have purchased its respective allocation of the Preferred Stock and Offered Stock consistent with the terms of the Stock Purchase Agreement; 7. the Rights Offering, conducted in accordance with the Rights Offering Procedures, shall have been consummated; 8. all authorizationsthe Backstop Investors shall have purchased the Unsubscribed Shares, consents, regulatory approvals, rulings, actions, documents, and agreements necessary to implement and consummate if any; 9. the Plan and the Restructuring Transactions Professional Fee Escrow shall have been obtainedestablished and funded in Cash in accordance with Article II.E.3; 10. the Transaction Expenses, effected, then known or submitted to the Debtors shall have been paid in full in Cash through and executed, including the Effective Date; 11. the General Unsecured Recovery Cash Pool Account shall have been established and funded in Cash in accordance with Article IV.J; 12. the Debtors shall have caused HVF II to repay in full in Cash the then-outstanding non-contingent contractual obligations with respect to the HVF II Notes and all waiting periods imposed by any governmental entity HVF Claims shall have terminated or expiredbeen released; 913. the HVF III Documents shall have been executed and delivered by each Entity party thereto and shall be effective; 14. the conditions precedent to the entry into the HVF III Documents shall have been satisfied, waived, or shall be contemporaneously with the occurrence of the Effective Date; 15. the Exit Facility Documents shall have been executed and delivered by each Entity party thereto, thereto and each of shall be effective; 16. the conditions precedent related thereto to entry into the New Reorganized Corporate Debt shall have been satisfied, waived, or shall be satisfied or waived (contemporaneously with the consent occurrence of the Required Consenting Stakeholders), other than such conditions that relate to the effectiveness of the Plan and related transactions, including payment of fees and expensesEffective Date; 10. the New Equity Interests shall have been issued; 11. Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants shall have been issued; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Framework; 13. all steps necessary to consummate the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected; 14. all Restructuring Expenses shall have been paid in full; 1517. the Debtors and each other party thereto shall have entered into Securitization Facilities Amendments with respect obtained the Tail D&O Policy; 18. the Debtors shall have designated a portion of the New Money Investment to each Securitization be used for the purpose of paying all obligations under the HIL Financing Facility in form and substance satisfactory to the Required Consenting Stakeholders and the Securitization Facilities Amendments shall not have been amended, supplemented, otherwise modified, or terminated (other than full in Cash in accordance with the terms thereof during the Chapter 11 Cases thereof; and 19. all conditions precedent to the extent agreed issuance of the Reorganized Hertz Parent Common Interests and Preferred Stock, other than any conditions related to by the Required Consenting Stakeholders), and shall be in full force and effect immediately upon occurrence of the Effective Date;, shall have occurred.

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C hereofIX.B: 1. the RSA Bankruptcy Court shall not have been terminated entered an order approving the Disclosure Statement as containing adequate information with respect to all parties thereto in accordance with its terms and shall be in full force and effectthe Plan within the meaning of section 1125 of the Bankruptcy Code; 2. the Bankruptcy Court shall have entered the DIP Orders Confirmation Order in form and substance acceptable to the Final DIP Order shall be in full force and effectDebtors, subject to the Creditor Approval Rights; 3. no default or event of default the Confirmation Order shall have occurred been entered and shall not be continuing under the DIP Facility subject to a stay nor have been rescinded, vacated or any DIP Orderreversed on appeal; 4. the Bankruptcy Court Debtors shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Order in form and substance consistent with the RSA, and the Combined Order shall have become a Final Order; 6. the Canadian Court shall have entered an order recognizing the Combined Order; 7. the Definitive Documents shall (i) be consistent with the RSA and otherwise approved by the applicable parties thereto consistent with their respective consent and approval rights as set forth in the RSA, (ii) have been executed or deemed executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms consistent with the RSA; 8. obtained all authorizations, consents, regulatory approvals, rulings, actions, documents, and agreements or documents that are necessary to implement and consummate effectuate the Plan; 5. all of the Definitive Documents shall be consistent with the Plan and the Restructuring Transactions shall have been obtained, effectedSupport Agreement, and executedwhere applicable, and all waiting periods imposed by any governmental entity shall have terminated or expired; 9. the Exit Facility Documents shall have been executed and delivered by each party thereto, remain in full force and each of shall be in form and substance subject to the Creditor Approval Rights; 6. the conditions precedent related thereto under the Backstop Commitment Agreement shall have been satisfied or waived (in accordance with its terms and the consent of Backstop Commitment Agreement shall not have been terminated; 7. the Required Consenting Stakeholders), other than such Exit Facility is entered into and all conditions that relate to under the effectiveness Exit Facility shall have been satisfied or waived in accordance with its terms; 8. the final version of the Plan Supplement and related transactionsall of the schedules, including payment documents, and exhibits contained therein, and all other schedules, documents, supplements and exhibits to the Plan, shall be consistent with the Plan and the Restructuring Support Agreement, shall be in form and substance subject to the Creditor Approval Rights; 9. the Plan shall not have been amended, altered or modified from the Plan as confirmed by the Confirmation Order, unless such material amendment, alteration or modification has been made in accordance with Section X.A of fees and expensesthe Plan; 10. the New Equity Interests Corporate Governance Documents and the New Stockholders Agreement shall have be in full force and effect (with all conditions precedent thereto having been issuedsatisfied or waived), subject to any applicable post-closing execution and delivery requirements; 11. Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants Royalty Class Action Settlement shall have been issuedpreliminarily approved by the Bankruptcy Court; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Frameworkpayment in Cash in full of all Restructuring Expenses; 13. the Debtors shall have obtained all steps material authorizations, consents, regulatory approvals, rulings, or documents that are necessary to consummate implement and effectuate the Plan and each of the other transactions contemplated by the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected; 14. all Restructuring Expenses shall have been paid in full; 15. the Debtors Support Agreement, including Bankruptcy Court approval, and each other party thereto shall have entered into Securitization Facilities Amendments with respect to each Securitization Facility in form and substance satisfactory to the Required Consenting Stakeholders and the Securitization Facilities Amendments such material authorizations, consents, regulatory approvals, rulings, or documents shall not have been amended, supplemented, otherwise modified, or terminated (other than in accordance with the terms thereof during the Chapter 11 Cases be subject to the extent agreed to by the Required Consenting Stakeholders), unfulfilled conditions and shall be in full force and effect immediately upon effect, and all applicable regulatory waiting periods will have expired; 14. the Debtors shall have complied, in all material respects, with the terms of the Plan that are to be performed by the Debtors on or prior to the Effective Date; 15. the Debtors shall have implemented the Restructuring Transactions in a manner consistent in all material respects with the Plan; 16. the Restructuring Support Agreement shall have been assumed pursuant to the Confirmation Order; and 17. all Professional Fee Claims and expenses of retained professionals required to be approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have been placed in the Professional Fee Escrow Account pending approval by the Bankruptcy Court.

Conditions Precedent to the Effective Date. It shall be a condition The obligation of each Lender under this Agreement is subject to the Effective Date satisfaction of the Plan that each the following conditions precedent: (a) Each Lender shall have received each of the following documents, with respect to executed documents duly executed, each dated on or prior to the Closing Date, in each case, in form and substance reasonably satisfactory to each Lender: (i) duly executed counterparts of the Margin Loan Documentation and all documents contemplated thereby; (ii) certificates of the Guarantor and the Borrower, each dated as of the Closing Date and executed by such Person’s Secretary or Assistant Secretary, which shall (A) certify the resolutions of such Person’s Board of Directors authorizing the execution, delivery and performance of the Margin Loan Documentation to which it is a party, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of such Person authorized to sign the Margin Loan Documentation and (C) contain appropriate attachments, including the Organization Documents of such Person certified by the relevant authority of the jurisdiction of organization of such Person and a long form good standing certificate for such Person from its jurisdiction of organization; (iii) a solvency certificate with respect to each of Borrower and Guarantor from a Responsible Officer thereof. (iv) a favorable opinion of counsel to the Borrower addressed to each Lender and the Administrative Agent; (v) the results of a recent lien and judgment search in each of the jurisdictions where assets of Borrower are located, and such search shall reveal no liens or judgments on any of the assets of Borrower except for Permitted Liens; (vi) any form requested by any Lender necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1; (vii) Tax forms required in connection with Section 2.10(h); (viii) proper financing statement(s) (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interest purported to be created by the Security Agreement; (ix) evidence that the Collateral Accounts have been established by Borrower, the Collateral Accounts are standing with and subject to a pledge in favor of the Applicable Lenders and the security entitlements in respect of the Shares constituting Initial Collateral Shares have been credited, transferred or delivered to the Collateral Accounts on a Pro Rata Basis free from all Transfer Restrictions (other than Existing Transfer Restrictions), and constituting Acceptable Collateral by book entry transfer through DTC as depositary; (x) if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower; and (xi) such other certificates or documents as any Lender reasonably may require. (b) all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses required to be paid under the Margin Loan Documentation, including the Upfront Fee and counsel fees invoiced prior to the Closing Date, shall have been paid. (c) each of the representations and warranties contained in Article 3 or in any other Margin Loan Documentation shall be true and correct on and as of the date hereof and the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (d) the Collateral Requirement shall have been satisfied or waived pursuant to in all respects; (e) all applicable “know your customer” and other account opening documentation required by applicable “know your customer” and anti-money laundering rules and regulations, including the provisions of Article IX.C hereof: 1. the RSA information described in Section 9.15, shall not have been terminated as to all parties thereto in accordance with its terms provided by Borrower and shall be in full force and effect; 2. the Bankruptcy Court each Original Lender shall have entered the DIP Orders and the Final DIP Order shall be in full force and effect;completed all applicable “know your customer” procedures; and 3. no default or event of default (f) Administrative Agent shall have occurred and be continuing under received from Borrower a certificate from a Responsible Officer of Borrower, dated as of the DIP Facility or any DIP Order; 4. Closing Date, which shall contain representations that the Bankruptcy Court shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Order in form and substance consistent with the RSA, and the Combined Order shall have become a Final Order; 6. the Canadian Court shall have entered an order recognizing the Combined Order; 7. the Definitive Documents shall (i) be consistent with the RSA and otherwise approved by the applicable parties thereto consistent with their respective consent and approval rights as conditions set forth in the RSA, Section 4.01(c) and (iid) have been executed or deemed executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms consistent with the RSA; 8. all authorizations, consents, regulatory approvals, rulings, actions, documents, and agreements necessary to implement and consummate the Plan and the Restructuring Transactions shall have been obtained, effected, and executed, and all waiting periods imposed by any governmental entity shall have terminated or expired; 9. the Exit Facility Documents shall have been executed and delivered by each party thereto, and each of the conditions precedent related thereto shall have been satisfied or waived (with the consent of the Required Consenting Stakeholders), other than such conditions that relate to the effectiveness of the Plan and related transactions, including payment of fees and expenses; 10. the New Equity Interests shall have been issued; 11. Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants shall have been issued; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Framework; 13. all steps necessary to consummate the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected; 14. all Restructuring Expenses shall have been paid in full; 15. the Debtors and each other party thereto shall have entered into Securitization Facilities Amendments with respect to each Securitization Facility in form and substance satisfactory to the Required Consenting Stakeholders and the Securitization Facilities Amendments shall not have been amended, supplemented, otherwise modified, or terminated (other than in accordance with the terms thereof during the Chapter 11 Cases to the extent agreed to by the Required Consenting Stakeholders), and shall be in full force and effect immediately upon the Effective Date;satisfied.

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C hereofIX.C: 1. the RSA shall not have been terminated as to all parties thereto in accordance with its terms and shall be in full force and effect; 2. the Bankruptcy Court shall have entered the DIP Orders and the Final DIP Order shall be in full force and effect; 3. no default or event of default shall have occurred and be continuing under the DIP Facility or any DIP Order; 4. the Bankruptcy Court shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Confirmation Order in form and substance consistent with reasonably acceptable to the RSA, Debtors and the Combined Required Consenting Stakeholders; 2. the Confirmation Order shall have become a Final Order; 63. the Canadian Court Debtors shall have entered an order recognizing the Combined Order; 7. the Definitive Documents shall (i) be consistent with the RSA and otherwise approved by the applicable parties thereto consistent with their respective consent and approval rights as set forth in the RSA, (ii) have been executed or deemed executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms consistent with the RSA; 8. obtained all authorizations, consents, regulatory approvals, rulings, actionsor documents that are necessary to implement and effectuate the Plan; 4. all Definitive Restructuring Documents shall, where applicable, have been executed and remain in full force and effect in form and substance; 5. the Restructuring Support Agreement shall not have been terminated; 6. the final version of the Plan Supplement and all of the schedules, documents, and agreements necessary exhibits contained therein, and all other schedules, documents, supplements and exhibits to implement and consummate the Plan and the Restructuring Transactions Plan, shall have been obtainedfiled; 7. the Plan shall not have been materially amended, effectedaltered or modified from the Plan as confirmed by the Confirmation Order, unless such material amendment, alteration or modification has been made in accordance with Article X.A of the Plan; 8. all fees and executedexpenses provided for in the Restructuring Support Agreement, including pursuant to section 8(a)(v) and all waiting periods imposed by any governmental entity 8(a)(vi) of the Restructuring Support Agreement, shall have terminated or expiredbeen paid in full by the Debtors; 9. the Exit Facility New Quorum Constituent Documents shall have been executed and delivered by each party thereto, and each of the conditions precedent related thereto shall have been satisfied or waived (with the consent of the Required Consenting Stakeholders), other than such conditions that relate to the effectiveness of the Plan and related transactions, including payment of fees and expenses; 10. the New Equity Interests shall have been issued; 11. Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants shall have been issued; 12. Reorganized CURO shall have entered into the CVR Shareholders Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Framework; 13. all steps necessary to consummate the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected; 14. all Restructuring Expenses shall have been paid in full; 15. the Debtors and each other party thereto shall have entered into Securitization Facilities Amendments with respect to each Securitization Facility in form and substance satisfactory to the Required Consenting Stakeholders and the Securitization Facilities Amendments shall not have been amended, supplemented, otherwise modified, or terminated (other than in accordance with the terms thereof during the Chapter 11 Cases to the extent agreed to by the Required Consenting Stakeholders), and shall be in full force and effect immediately upon (with all conditions precedent thereto having been satisfied or waived), subject to any applicable post-closing execution and delivery requirements; 10. to the extent not already paid and/or provided for in Article IX.B.8 hereof, the payment in Cash of all Restructuring Expenses; and 11. all Professional Fee Claims and expenses of retained professionals required to be approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date;Date have been placed in the Professional Fee Escrow Account pending approval by the Bankruptcy Court.

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C IX.B hereof: 1. the RSA Bankruptcy Court shall have entered the Confirmation Order; 2. the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein, and all other schedules, documents, supplements and exhibits to the Plan, shall have been Filed; 3. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents (other than any such authorization, consent, regulatory approval, ruling, or document that is customarily obtained or completed after assignment, conveyance or vesting of an applicable asset) that, after giving effect to the entry of the Confirmation Order, are necessary to implement and effectuate the Plan, including Bankruptcy Court approval, and each of the other transactions contemplated by the Restructuring, and such authorizations, consents, regulatory approvals, rulings, or documents shall not have been terminated as be subject to all parties thereto in accordance with its terms unfulfilled conditions and shall be in full force and effect; 2. the Bankruptcy Court , and all applicable regulatory waiting periods shall have entered the DIP Orders and the Final DIP Order shall be in full force and effect; 3. no default or event of default shall have occurred and be continuing under the DIP Facility or any DIP Orderexpired; 4. the Bankruptcy Court shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Order in form and substance consistent with the RSA, and the Combined Order shall have become a Final Order; 6. the Canadian Court shall have entered an order recognizing the Combined Order; 7. the Definitive Documents shall (i) be consistent with the RSA Restructuring Support Agreement and otherwise approved by acceptable to the applicable parties thereto Required Supporting Creditors consistent with their respective consent and approval rights as set forth in the RSA, (ii) Restructuring Support Agreement; 5. the Restructuring Support Agreement shall not have been executed or deemed executed terminated and delivered by each party thereto, shall remain in full force and effect; 6. the occurrence of the Sale Transaction Closing pursuant to the terms of any conditions precedent related thereto Asset Purchase Agreement(s); 7. the Debtors shall have been satisfied or waived implemented the Restructuring Transactions and all other transactions contemplated by the applicable party or parties, and (iii) shall be adopted on terms consistent with the RSA; 8. all authorizations, consents, regulatory approvals, rulings, actions, documents, and agreements necessary to implement and consummate the Plan and the Restructuring Transactions Support Agreement in a manner consistent in all respects with the Plan and Restructuring Support Agreement; 8. any New Organizational Documents and New Common Stock Documents, as applicable, shall be in full force and effect (with all conditions precedent thereto having been satisfied or waived), subject to any applicable post-closing execution and delivery requirements; and 9. all Professional fees and expenses of retained Professionals that require the Bankruptcy Court’s approval shall have been obtained, effected, paid in full or amounts sufficient to pay such fees and executed, and all waiting periods imposed by any governmental entity shall have terminated or expired; 9. expenses after the Exit Facility Documents Effective Date shall have been executed and delivered by each party thereto, and each placed in a Professional Fee Escrow Account pending the Bankruptcy Court’s approval of the conditions precedent related thereto shall have been satisfied or waived (with the consent of the Required Consenting Stakeholders), other than such conditions that relate to the effectiveness of the Plan and related transactions, including payment of fees and expenses; 10. the New Equity Interests Royalty Cure Claims shall have been issuednot exceed $12,800,000 in the aggregate and no more than $500,000 shall be required to be paid within the first 30 days after the Effective Date without the prior consent of the Required Supporting Creditors; 11. Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants shall have been issued; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Framework; 13. all steps necessary to consummate the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected; 14. all Restructuring Expenses shall have been indefeasibly paid in full;full in accordance with Article II.F; and 1512. the Debtors and each other party thereto shall have entered into Securitization Facilities Amendments with respect to each Securitization Facility in form and substance satisfactory to satisfy the Required Consenting Stakeholders and the Securitization Facilities Amendments shall not have been amended, supplemented, otherwise modified, or terminated (other than in accordance with the terms thereof during the Chapter 11 Cases to the extent agreed to by the Required Consenting Stakeholders), and shall be in full force and effect immediately upon the Effective Date;Minimum Liquidity Threshold.

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C IX.B hereof: 1. the RSA shall not have been terminated as to all parties thereto in accordance with its terms and shall be in full force and effect; 2. the Bankruptcy Court shall have entered the DIP Orders Confirmation Order, which shall: (a) authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the Plan; (b) decree that the provisions of the Confirmation Order and the Final DIP Order shall be in full force Plan are nonseverable and effectmutually dependent; 3. no default (c) authorize the Debtors and Reorganized Debtors, as applicable or event of default shall have occurred necessary, to, among other things: (i) implement the Restructuring Transactions; (ii) issue and be continuing distribute the New Warrants and the New Common Equity pursuant to the exemption from registration under the DIP Facility or any DIP Order; 4. Securities Act provided by section 1145 of the Bankruptcy Court shall have entered Code or other exemption from such registration or pursuant to one or more registration statements; (iii) make all distributions and issuances as required under the Securitization Orders and Plan, including Cash, the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Order in form and substance consistent with the RSANew Warrants, and the Combined Order New Common Equity; and (iv) enter into any agreements and transactions as necessary to effectuate the Restructuring Transactions, including the Exit Facility and the Management Incentive Plan; (d) authorize the implementation of the Plan in accordance with its terms; and (e) provide that, pursuant to section 1146 of the Bankruptcy Code, the issuance or exchange of any Security, assignment or surrender of any lease or sublease, and the delivery of any deed or other instrument or transfer order, in furtherance of, or in connection with the Plan shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax; 2. the Debtors shall have become a Final Order; 6. the Canadian Court shall have entered an order recognizing the Combined Order; 7. the Definitive Documents shall (i) be consistent with the RSA and otherwise approved by the applicable parties thereto consistent with their respective consent and approval rights as set forth in the RSA, (ii) have been executed or deemed executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms consistent with the RSA; 8. obtained all authorizations, consents, regulatory approvals, rulings, actionsor documents that are necessary to implement and effectuate the Plan; 3. the final version of all schedules, documents, and agreements necessary to implement and consummate exhibits in the Plan and the Restructuring Transactions Supplement shall have been obtainedFiled in a manner consistent in all material respects with the Restructuring Support Agreement, effectedincluding the consent rights provided for therein, and executed, and all waiting periods imposed by any governmental entity shall have terminated or expiredthe Plan; 94. the Exit Facility Documents Restructuring Support Agreement shall have been executed remain in full force and delivered by each party theretoeffect; 5. adoption or assumption, and each as applicable, of the conditions precedent related thereto shall have been satisfied or waived (with the consent Compensation and Benefits Programs; 6. assumption of the Required Consenting Stakeholders), other than such conditions that relate to the effectiveness of the Plan and related transactions, including payment of Management Employment Agreements; 7. all professional fees and expenses; 10. expenses of retained professionals required to be approved by the New Equity Interests shall have been issued; 11. Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants shall have been issued; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Framework; 13. all steps necessary to consummate the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected; 14. all Restructuring Expenses Bankruptcy Court shall have been paid in fullfull or amounts sufficient to pay such fees and expenses after the Effective Date have been placed in the Professional Escrow Account in accordance with Article II.B hereof pending approval by the Bankruptcy Court; 158. the Debtors and each other party thereto shall have entered into Securitization Facilities Amendments with respect to each Securitization Facility in form paid the reasonable and substance satisfactory to documented fees and expenses of (a) the Required Consenting Stakeholders First Lien Ad Hoc Group and (b) the Securitization Facilities Amendments shall not have been amendedCrossover Group, supplemented, otherwise modified, or terminated (other than in accordance with the terms thereof during of the Chapter 11 Cases Restructuring Support Agreement and the Cash Collateral Order, as applicable (for the avoidance of doubt, all attorneys, financial advisors, consultants, and other professionals retained by such groups shall not be required to file applications with the Bankruptcy Court for allowance of compensation or reimbursement of expenses); and 9. the Debtors and Reorganized Debtors, as applicable, shall have implemented the Restructuring Transactions (including the Exit Facility) and all transactions contemplated herein, in a manner consistent in all respects with the Restructuring Support Agreement, the Plan, and the Plan Supplement, pursuant to documentation acceptable to the extent agreed to by the Required Consenting Stakeholders)Debtors and Reorganized Debtors, and shall be in full force and effect immediately upon the Effective Date;as applicable.

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C IX.B hereof: 1. the RSA shall not have been terminated as to all parties thereto in accordance with its terms and shall be in full force and effect; 2. the Bankruptcy Court shall have entered the DIP Orders and the Final DIP Order shall be in full force and effect; 3. no default or event of default shall have occurred and be continuing under the DIP Facility or any DIP Order; 4. the Bankruptcy Court shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Confirmation Order in form and substance consistent with the RSA, and the Combined Confirmation Order shall have become a Final Order; 4. the Renegotiated RingCentral Contracts shall be in full force and effect and shall be assumed prior to or contemporaneously with the occurrence of the Effective Date; 5. the 2023 PBGC Settlement shall have been approved by the Bankruptcy Court (including pursuant to the Confirmation Order) and be in full force and effect; 6. the Canadian Court RO Backstop Agreement shall have entered an order recognizing been approved by the Combined Bankruptcy Court (which may be pursuant to the Confirmation Order) and be in full force and effect; 7. the Rights Offering (including the RO Procedures) shall have been approved by the Bankruptcy Court and shall have been consummated in accordance with its terms; 8. the Definitive Documents shall (i) be consistent with the RSA and otherwise approved by the applicable parties thereto consistent with their respective consent and approval rights as set forth in the RSA, (ii) have been executed or deemed executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms consistent with the RSARSA and the Restructuring Term Sheet; 89. all authorizations, consents, regulatory approvals, rulings, actions, documents, and agreements necessary to implement and consummate the Plan and the Restructuring Transactions shall have been obtained, effected, and executed, and all waiting periods imposed by any governmental entity shall have terminated or expired; 910. the Exit Facility Facilities Documents shall have been executed and delivered by each party thereto, and each of the any conditions precedent related thereto shall have been satisfied or waived (with the consent of the Required Consenting Stakeholders), other than such conditions that relate to the effectiveness of the Plan and related transactions, including payment of fees and expenses; 1011. the New Equity Interests shall have been issued; 11. Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants shall have been issued; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Framework; 13. all steps necessary to consummate the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected; 14. all Restructuring Expenses shall have been paid in full;; and 1513. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan and each of the other party thereto shall have entered into Securitization Facilities Amendments with respect to each Securitization Facility in form and substance satisfactory to the Required Consenting Stakeholders and the Securitization Facilities Amendments shall not have been amended, supplemented, otherwise modified, or terminated (other than in accordance with the terms thereof during the Chapter 11 Cases to the extent agreed to transactions contemplated by the Required Consenting Stakeholders), and shall be in full force and effect immediately upon the Effective Date;Restructuring.

Conditions Precedent to the Effective Date. It shall be a condition The following are conditions precedent to the Effective Date of the Plan that Plan: (a) The Confirmation Order shall be in full force and effect, and no stay thereof shall be in effect; (b) The Backstop Commitment Agreement shall be in full force and effect and binding on the following parties thereto and any conditions precedent to the respective obligations of the parties thereto shall have been satisfied or waived in accordance with the terms thereof, and New Permian Corp. shall have received proceeds of at least $775 million pursuant to the provisions of Article IX.C hereof:Rights Offering and the Minimum Allocation Rights; 1. (c) The Put Option Premium shall have been paid to the RSA parties entitled thereto; (d) The Restructuring Support Agreement shall not have been terminated as to by the parties thereto; (e) The Debtors shall have implemented the Restructuring Transactions and all parties thereto transactions contemplated by this Plan and the Restructuring Support Agreement, in a manner materially consistent in all respects with the Restructuring Support Agreement and the Plan and in accordance with its Section 6.9 hereto; (f) The Plan Supplement, including the Plan Documents, shall have been filed in form and substance as provided in the Restructuring Support Agreement; (g) The conditions to effectiveness of the Exit Facility Credit Agreement shall have been satisfied or waived in accordance with the terms thereof, and such agreement shall be in full force and effect and binding on all parties thereto; (h) The Debtors shall have received any authorizations, consents, regulatory approvals, rulings, letters, no-action letters, opinions, or documents that are necessary to implement the Plan (including, but not limited to, to implement or effectuate any of the Restructuring Transactions) and are required by law, regulation, or order; (i) The LegacyCo Organizational Documents shall be in full force and effect; 2. (j) Each of the Bankruptcy Court shall have entered the DIP Orders New Permian Corp. Certificate of Incorporation and the Final DIP Order New Permian Corp. Bylaws shall be in full force and effect; 3. no default or event of default (k) The AUNC Trust shall have occurred been created and be continuing under the DIP Facility or trust agreement for the AUNC Trust and any DIP Order; 4. related documents necessary for the Bankruptcy Court administration of the AUNC Trust shall have entered the Securitization Orders been executed and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Order in form and substance consistent with the RSA(l) Any other documents, and the Combined Order shall have become a Final Order; 6. the Canadian Court shall have entered an order recognizing the Combined Order; 7. the Definitive Documents shall (i) be consistent with the RSA and otherwise approved by the applicable parties thereto consistent with their respective consent and approval rights as set forth in the RSA, (ii) have been executed or deemed executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms consistent with the RSA; 8. all authorizations, consents, regulatory approvals, rulings, actions, documentsinstruments, and agreements necessary to implement and consummate effectuate the Plan and the Restructuring Transactions shall have been obtained, effected, and effected or executed, and all waiting periods imposed by any governmental entity shall have terminated or expired;; and 9. the Exit Facility Documents shall have been executed and delivered by each party thereto, and each of the conditions precedent related thereto shall have been satisfied or waived (with the consent of the Required Consenting Stakeholders), other than such conditions that relate to the effectiveness of the m) The Plan and related transactions, including payment of fees and expenses; 10. the New Equity Interests shall have been issued; 11. Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants shall have been issued; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Framework; 13. all steps necessary to consummate the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected; 14. all Restructuring Expenses shall have been paid in full; 15. the Debtors and each other party thereto shall have entered into Securitization Facilities Amendments with respect to each Securitization Facility in form and substance satisfactory to the Required Consenting Stakeholders and the Securitization Facilities Amendments shall not have been materially amended, supplementedaltered or modified from the Plan as confirmed by the Confirmation Order, otherwise modifiedunless such material amendment, alteration or terminated (other than modification has been made in accordance with Section 12.6 of the terms thereof during the Chapter 11 Cases to the extent agreed to by the Required Consenting Stakeholders), and shall be in full force and effect immediately upon the Effective Date;Plan.

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to Article IX.B of the provisions of Article IX.C hereofPlan: 1. the RSA shall not have been terminated as to all parties thereto in accordance with its terms and shall be in full force and effect; 2. the Bankruptcy Court shall have entered the DIP Orders and the Final DIP Order Confirmation Order, which shall be in full force and effect; 3. no default or event of default shall have occurred and be continuing under the DIP Facility or any DIP Order; 4. the Bankruptcy Court shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Order in form and substance consistent with acceptable to the RSADebtors, the Supporting Common Interest Holders, and the Combined Order shall have become a Final Order; 6. Required Consenting Term Lenders (and (a) acceptable to the Canadian Court shall have entered an order recognizing Required Consenting Revolving Lenders solely with respect to provisions relating to their treatment or rights; and (b) reasonably acceptable to the Combined Order; 7. the Definitive Documents shall Supporting Class B Interest Holders solely with respect to (i) be consistent their treatment under Article III.B.9 of the Plan and (ii) any action that affects the releases granted under Article VIII of the Plan in a way that would render the releases granted to any Released Party affiliated with the RSA Supporting Class B Interest Holders not commensurate with those granted to the other Released Parties), and otherwise approved shall: (a) authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the Plan; (b) decree that the provisions of the Confirmation Order and the Plan are nonseverable and mutually dependent; (c) authorize the Debtors, as applicable or necessary, to: (1) implement the Restructuring Transactions, including all Restructuring Transactions related the Equity Investment and more specifically described in Articles II.B and IV.C of the Plan; (2) distribute the New Term Loan B Facility, the New Term Loan A Facility, and the Reorganized Holdco Interests pursuant to the exemption from registration under the Securities Act provided by section 1145 of the applicable parties thereto consistent with their respective consent Bankruptcy Code or other exemption from such registration or pursuant to one or more registration statements; (3) make all distributions and approval rights issuances as required under the Plan, including cash, the New Term Loan B Facility, the New Term Loan A Facility, and the Reorganized Holdco Interests; and (4) enter into any agreements, transactions, and sales of property as set forth in the RSAPlan Supplement, including the Management Incentive Plan; (iid) have been executed authorize the implementation of the Plan in accordance with its terms; and (e) provide that, pursuant to section 1146 of the Bankruptcy Code, the assignment or deemed executed and delivered by each party theretosurrender of any lease or sublease, and the delivery of any conditions precedent related thereto deed or other instrument or transfer order, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets contemplated under the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax (including, any mortgages or security interest filing to be recorded or filed in connection with the New Term Loan A Facility and the New Term Loan B Facility, as applicable); and 2. the Debtors shall have been satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms consistent with the RSA; 8. obtained all authorizations, consents, regulatory approvals, rulings, actionsor documents that are necessary to implement and effectuate the Plan; 3. the final version of the Plan Supplement and all of the schedules, documents, and agreements necessary to implement exhibits contained therein shall have been filed in a manner consistent in all material respects with the RSA and consummate the Plan and shall be in form and substance acceptable to the Restructuring Transactions shall have been obtained, effected, Debtors and executed, reasonably acceptable to the Supporting Common Interest Holders and all waiting periods imposed by any governmental entity shall have terminated or expired; 9. the Exit Facility Documents shall have been executed and delivered by each party thereto, and each of the conditions precedent related thereto shall have been satisfied or waived (with the consent of the Required Consenting Stakeholders)Term Lenders (and solely with respect to provisions relating to their treatment or rights, other than such conditions that relate reasonably acceptable to the effectiveness of Required Consenting Revolving Lenders); 4. the Plan and related transactionsMLP Entities shall have paid in full the MLP PIK Notes, including payment of all accrued fees and expensesinterest, or otherwise satisfied all obligations arising thereunder; 10. the New Equity Interests shall have been issued; 11. Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants shall have been issued; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Framework; 135. all steps necessary Professional fees and expenses of retained professionals required to consummate be approved by the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected; 14. all Restructuring Expenses Bankruptcy Court shall have been paid in fullfull or amounts sufficient to pay such fees and expenses after the Effective Date have been placed in the Professional Fee Escrow Account pending approval by the Bankruptcy Court; 156. all reasonable and documented fees and expenses of the Supporting Common Interest Holders, in their capacities as such and as the DIP Facility Lenders, and the Consenting Creditors (including legal and financial and any other special advisors retained by the Consenting Creditors either before or during the Chapter 11 Cases) shall have been paid according to the terms of the RSA and DIP Facility as approved by the Bankruptcy Court; and 7. the Debtors and each other party thereto shall have entered into Securitization Facilities Amendments implemented the Restructuring Transactions, including all Restructuring Transactions related to the Equity Investment and more specifically described in Articles II.B and IV.C of the Plan, the Management Incentive Plan, and all transactions contemplated by the RSA, in a manner consistent in all respects with the RSA and the Plan and, without limiting any definition contained in Article I.A of the Plan or other provision of the Plan, according to documentation acceptable to the Debtors and reasonably acceptable to the Supporting Common Interest Holders and the Required Consenting Term Lenders (and solely with respect to each Securitization Facility in form and substance satisfactory provisions relating to their treatment or rights, reasonably acceptable to the Required Consenting Stakeholders and the Securitization Facilities Amendments shall not have been amended, supplemented, otherwise modified, or terminated (other than in accordance with the terms thereof during the Chapter 11 Cases to the extent agreed to by the Required Consenting StakeholdersRevolving Lenders), and shall be in full force and effect immediately upon the Effective Date;.

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C IX.B hereof: 1. the RSA shall not have been terminated as to all parties thereto in accordance with its terms and shall be in full force and effect; 2: 109. the Bankruptcy Court shall have entered the DIP Orders and the Final DIP Order Confirmation Order, which shall be in full force and effect; 3. no default or event of default shall have occurred and be continuing under the DIP Facility or any DIP Order; 4. the Bankruptcy Court shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Order in form and substance consistent in all respects with the RSARestructuring Support Agreement and otherwise in form and substance acceptable to the Debtors and the Noteholders, and reasonably acceptable to Ascend, to the Combined Order extent provided for by the Restructuring Support Agreement; 110. the Debtors shall have become a Final Order; 6. the Canadian Court shall have entered an order recognizing the Combined Order; 7. the Definitive Documents shall (i) be consistent with the RSA and otherwise approved by the applicable parties thereto consistent with their respective consent and approval rights as set forth in the RSA, (ii) have been executed or deemed executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms consistent with the RSA; 8. obtained all authorizations, consents, regulatory approvals, rulings, actions, documents, and agreements or documents that are necessary to implement and consummate effectuate the Plan and the Restructuring Transactions shall have been obtainedTransactions; 111. the Plan, effected, and executedthe Definitive Documents, and all waiting periods imposed by documents contained in any governmental entity shall have terminated Plan Supplement, including the Commitment Letters and all other exhibits, schedules, amendments, modifications or expired; 9. supplements to the Exit Facility Documents Plan Supplement, shall have been executed and/or filed, in form and delivered substance consistent in all respects with the Restructuring Support Agreement and subject to the consent rights provided for by each party thereto, and each section 3.02 of the conditions precedent related thereto Restructuring Support Agreement; 112. no court of competent jurisdiction or other competent governmental or regulatory authority shall have been satisfied issued a final and non-appealable order making illegal or waived (with otherwise restricting, preventing or prohibiting, in a material respect, the consent consummation of the Required Consenting Stakeholders)Plan, other than such conditions that relate to the effectiveness Restructuring Transactions, the Restructuring Support Agreement or any of the Plan and related transactions, including payment of Definitive Documents contemplated thereby; 113. all professional fees and expenses; 10. expenses of retained professionals required to be approved by the New Equity Interests shall have been issued; 11. Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants shall have been issued; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Framework; 13. all steps necessary to consummate the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected; 14. all Restructuring Expenses Bankruptcy Court shall have been paid in full; 15. full or amounts sufficient to pay such fees and expenses after the Debtors and each other party thereto shall have entered into Securitization Facilities Amendments with respect to each Securitization Facility in form and substance satisfactory to the Required Consenting Stakeholders and the Securitization Facilities Amendments shall not Effective Date have been amended, supplemented, otherwise modified, or terminated (other than placed in the Professional Escrow Account in accordance with the terms thereof during the Chapter 11 Cases to the extent agreed to Article II.C hereof pending approval by the Required Consenting Stakeholders), and shall be in full force and effect immediately upon the Effective DateBankruptcy Court;

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date Consummation of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C hereofX.B of the Plan: 1. the RSA shall not have been terminated as to all parties thereto in accordance with its terms and shall be in full force and effect; 2. the Bankruptcy Court shall have approved the Disclosure Statement, in form and substance acceptable to the Debtors, the Committee, the Supporting Noteholders, the Purchaser, and (solely with respect to any terms thereof that affect the rights of the PoJo Parties) the PoJo Parties, as containing adequate information and entered the DIP Orders and the Final DIP Order shall be in full force and effect; 3. no default or event of default shall have occurred and be continuing under the DIP Facility or any DIP Order; 4. the Bankruptcy Court shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Disclosure Statement Order in form and substance consistent with reasonably acceptable to the RSADebtors, the Purchaser Parties, the Committee, and the Combined Order Supporting Noteholders, and (solely with respect to any terms thereof that affect the rights of the PoJo Parties) the PoJo Parties; 2. the Confirmation Order, in form and substance acceptable to the Debtors, the Committee, the Supporting Noteholders, the Purchaser, EIX (solely with respect to terms inconsistent with, or implementing, the EIX Settlement Agreement), and (solely with respect to any terms thereof that affect the rights of the PoJo Parties) the PoJo Parties shall have become been duly entered and shall not be subject to a Final Orderstay; 63. the Canadian Court shall have entered an order recognizing the Combined Order; 7. the Definitive Documents shall (i) be consistent with the RSA all closing conditions and otherwise approved by the applicable parties thereto consistent with their respective consent and approval rights as set forth other conditions precedent in the RSA, (ii) have been executed or deemed executed and delivered by each party thereto, and any conditions precedent related thereto Purchase Agreement shall have been satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms consistent in accordance with the RSAterms thereof; 8. all authorizations, consents, regulatory approvals, rulings, actions, documents, and agreements necessary to implement and consummate the Plan and the Restructuring Transactions shall have been obtained, effected, and executed, and all waiting periods imposed by any governmental entity shall have terminated or expired; 94. the Exit Facility Documents shall have been executed and delivered by each party thereto, and each of the conditions precedent related thereto EIX Settlement Conditions shall have been satisfied or waived (in accordance with the consent terms thereof; 5. each of the Required Consenting Stakeholders), other than such conditions that relate to the effectiveness of the Plan and related transactions, including payment of fees and expensestransactions described in Article V.G shall have been implemented; 106. the New Equity Interests shall have been issued; 11. Reorganized CURO shall have entered into issued and delivered, as applicable, and all conditions precedent to the New Warrant Agreement and consummation of the New Warrants transactions contemplated therein shall have been issued; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Framework; 13. all steps necessary to consummate the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected; 14. all Restructuring Expenses shall have been paid in full; 15. the Debtors and each other party thereto shall have entered into Securitization Facilities Amendments with respect to each Securitization Facility in form and substance satisfactory to the Required Consenting Stakeholders and the Securitization Facilities Amendments shall not have been amended, supplemented, otherwise modified, waived or terminated (other than satisfied in accordance with the terms thereof during and the Chapter 11 Cases closing of the transactions contemplated by such agreements shall have occurred; 7. the New Governance Documents, in form and substance acceptable to the extent Debtors, the Committee, and the Supporting Noteholders, shall be deemed to be valid, binding, and enforceable in accordance with their terms; 8. the Supporting Noteholder Fees, and subject to Article IV.X of the Plan, the EME Senior Notes Indenture Trustee Fees, shall have been paid in full in Cash; 9. the Professional Fee Escrow shall have been established and funded in Cash in accordance with Article II.C.1 of the Plan; 10. the Compensation and Benefits Programs Escrow shall have been established and funded in Cash in accordance with Article IV.H of the Plan; 11. the Disputed Claims Reserve shall have been established and funded; 12. the Wind Down Budget shall have been agreed to upon by the Required Consenting Stakeholders)Debtors, the Committee, and the Supporting Noteholders, and funds sufficient to satisfy the Wind Down Budget shall have been appropriately reserved; 13. the Plan Supplement, including any amendments, modifications, or supplements to the documents, schedules, or exhibits included therein shall be in form and substance reasonably acceptable to the Debtors, the Purchaser, the Committee, the Supporting Noteholders, (solely with respect to terms inconsistent with, or implementing, the EIX Settlement Agreement) EIX, and (solely with respect to any terms thereof that affect the rights of the PoJo Parties) the PoJo Parties and shall have been filed with the Bankruptcy Court pursuant to the terms of the Plan; 14. all governmental and material third-party approvals and consents, including Bankruptcy Court and any required FERC authorization, necessary in connection with the transactions contemplated by the Plan shall be in full force and effect immediately upon (which, in the Effective Date;case of an order of judgment of any Court, shall mean a Final Order), and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose materially adverse conditions on such transactions; and 15. all documents and agreements necessary to implement the Plan shall have (a) been tendered for delivery, and (b) been effected or executed by all Entities party thereto, or will be deemed executed and delivered by virtue of the effectiveness of the Plan as expressly set forth herein, and all conditions precedent to the effectiveness of such documents and agreements shall have been satisfied or waived pursuant to the terms of such documents or agreements.