Common use of Initial Advance Clause in Contracts

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless, and the Closing Date shall occur when, the Borrower has furnished to the Agent: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (b) Copies of the articles or certificate of incorporation of each Loan Party, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s jurisdiction of incorporation. (c) For each Loan Party, copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party. (d) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Party. (e) If applicable and requested by the Agent, (a) written money transfer instructions and (b) an account designation letter in substantially the form of Exhibit D, in each case, addressed to the Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless, and unless the Closing Date shall occur when, Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the AgentAdministrative Agent with sufficient copies for the Lenders: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the articles or certificate of incorporation of each Loan Partysuch Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s its jurisdiction of incorporation. (cii) For each Loan PartyCopies, copies certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party Borrower is a party. (diii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Partysuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party Borrower authorized to sign the Loan Documents to which such Loan Party Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan PartyBorrower. (eiv) If applicable A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the Agent, order of each such requesting Lender. (avii) written Written money transfer instructions and (b) an account designation letter instructions, in substantially the form of Exhibit D, in each case, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (fviii) Original certificates of good standing, existence or its equivalent with respect Information reasonably satisfactory to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of Administrative Agent regarding the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse EffectCompany's Year 2000 Program. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (hix) A certificate, pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Agent, executed by an Authorized Administrative Agent from the Chief Financial Officer or Treasurer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules theretoCompany. (ix) A Borrowing Notice with respect to The Guaranty, duly executed by the Loans to be made on the Closing DateCompany. (jxi) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and Such other documents as any Lender or its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Datecounsel may have reasonably requested. (kb) Evidence The presentation of evidence satisfactory to the Administrative Agent that since December 31the Amended and Restated Credit Agreement dated as of March 30, 2015, there 1994 among R.P. Xxxxxxx Xxxporation and the lenders party thereto and the agent named therein shall have been no material adverse effect on the businessterminated and all indebtedness, assetsliabilities, financial condition or results of operations of (i) the Borrower and its Subsidiariesobligations outstanding thereunder shall be paid in full not later than April 9, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole1999. (lc) Evidence The presentation of evidence satisfactory to the Administrative Agent that all governmental the Credit Agreement Facility A dated September 23, 1996, as amended, among Allegiance Corporation and third the lenders party consents required in connection with thereto and the Transactions agent named therein shall have been obtained (without material qualification or condition) terminated and are all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full force and effect as or will be paid from the proceeds of the Closing Dateinitial Advance. (md) Copies The presentation of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably evidence satisfactory to the Agent, executed by an Authorized Officer Administrative Agent that revolving credits facilities of the Borrower as Company totaling not less than $95,000,000 have been terminated and all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are availableinitial Advance. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required On or prior to make the initial Advance hereunder unless, and the Closing Date Date, Borrower Representative shall occur when, have delivered to Agent the Borrower has furnished to the Agentfollowing: (a) A joinder agreement executed by Cash America copies of the Loan Documents (except for the Foreign Security Documents and its Domestic Subsidiaries to the extent required under Section 6.20Account Control Agreements which shall be delivered in accordance with Schedule 4.4 (Post-closing Deliverables)), together with an updated Schedule 1 reflecting copies of all executed closing deliverables required pursuant to the addition terms thereof, and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of such Subsidiary.Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent; (b) Copies a legal opinion of the articles or certificate of incorporation of each (i) Loan Party, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s jurisdiction of incorporation. (c) For each Loan Party, copies of its by-laws and of its Board of DirectorsParties’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party. (d) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Party. (e) If applicable and requested by the AgentUS counsel, (aii) written money transfer instructions Loan Parties Dutch counsel and (biii) an account designation letter in substantially the form of Exhibit DLoan Parties German counsel, in each case, addressed in form and substance reasonably acceptable to the Agent and signed by an Authorized Officer.Agent; (fc) Original certificates a duly executed certificate of good standing, existence or its equivalent with respect to an officer of each Loan Party certifying and attaching copies of (A) the certificate of incorporation and other charter documents, certified as of a recent date by the appropriate Governmental Authorities jurisdiction of the state organization of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date.; (B) the bylaws, operating agreement or similar governing document of such Loan Party, as in effect as of the Closing Date; (C) resolutions of such Loan Party’s governing body evidencing approval of the Loan and other transactions contemplated by the Loan Documents, as in effect as of the Closing Date; (D) resolutions of the holders of such Loan Party’s Equity Interests in connection with the transactions contemplated by this Agreement as in effect as of the Closing Date, to the extent required by the applicable Organizational Documents; (E) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of each Loan Party and (F) a certificate of good standing (or foreign equivalent or insolvency search, as applicable) for each Loan Party from its jurisdiction of organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified could have a Material Adverse Effect; (d) a duly executed certificate of an officer of Parent certifying and attaching copies of (A) the certificate of incorporation and other charter documents, certified as of a recent date by the jurisdiction of organization of each Platform Company, as in effect as of the Closing Date; (B) the bylaws, operating agreement or similar governing document of each Platform Company, as in effect as of the Closing Date; (C) copies of all material (x) Equity Documents and (y) Platform Company Transaction Documents, in each case, in effect as of the Closing Date; (D) a summary capitalization table of each Platform Company and (E) a group structure chart, as in effect as of the Closing Date; (e) a perfection certificate of the Loan Parties, collectively, together with duly executed signatures thereto; (f) [reserved]; (g) certified copies, dated as of a recent date, with respect to the Loan Parties and the Controlled Entities of searches for financing statements filed in the central filing office of the State of Delaware, State of New York, State of California or the District of Columbia or other filing offices deemed reasonably necessary by the Agent, as applicable, accompanied by evidence satisfactory to the Agent that the Liens on any Collateral indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Term Loan Advance, will be terminated or released; (h) customary Intellectual Property search results with respect to the Loan Parties and the Controlled Entities; (i) copies of all consents, waivers, notices and other documents set forth on Schedule 1 (other than the InnarisBio Consent); (j) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of Agent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (k) all certificates of insurance required pursuant to Section 6.1 and Section 6.2 and copies of each insurance policy required hereunder; (l) a Process Letter in accordance with clause (f) of Addendum 4; and (m) Copies of the financial statements referred to in Section 5.4such other documents as Agent may reasonably request. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless, and the Closing Date shall occur when, unless the Borrower has furnished to the AgentAgent with sufficient copies for the Lenders: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the articles or certificate of incorporation of each Loan Party, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s its jurisdiction of incorporation. (cii) For Copies, certified by the Secretary or Assistant Secretary of each Loan Party, copies of its by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party it is a party. (diii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which such Loan Party it is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the applicable Loan Party. (eiv) If applicable A certificate, signed by an Authorized Officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's general counsel delivered by Xxxxxxx X. Xxxxxx, addressed to the Lenders in substantially the form of Exhibit A1; and a written opinion of the Borrower's special Illinois counsel delivered by XxXxxxxxx, Will & Xxxxx addressed to the Lenders in substantially the form of Exhibit A2. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the Agent, order of each such requesting Lender. (avii) written Written money transfer instructions and (b) an account designation letter instructions, in substantially the form of Exhibit D, in each case, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (fviii) Original certificates of good standing, existence or its equivalent with respect to The Guaranty executed by each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse EffectSubsidiary identified on Schedule 5.8. (gix) An opinion Such other documents as any Lender or opinions (including, if requested by the Agent, opinions of in-house counsel) of its counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance may have reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by requested. It is an Authorized Officer additional condition of the Borrower initial Advance hereunder that the Credit Agreement dated as of June 23, 1993, as amended, among the Closing Date stating that Borrower, the Merger has been consummated in accordance with the Merger Agreement financial institutions party thereto and Bank One, Indiana, NA (successor by merger to NBD Bank, N.A.), as in effect on April 28agent, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection shall simultaneously with the Transactions initial Advance hereunder be terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or the agent thereunder shall have been obtained (without material qualification or condition) and are shall simultaneously with the initial Advance hereunder be paid in full force and effect as of the Closing Datefull. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders No Bank shall not be required to make its initial Revolving Loan hereunder unless the initial Advance hereunder unless, and the Closing Date shall occur when, the Borrower Company has furnished to the AgentAdministrative Agent with sufficient copies for the Banks: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (b) Copies of the articles or certificate Articles of incorporation Incorporation of each Loan Partythe Company, together with all amendments, and a certificate of good standing, each both certified on or within 15 days prior to the Effective Date by the appropriate governmental officer in such Loan Party’s jurisdiction Secretary of incorporationState of Delaware. (cb) For each Loan PartyCopies, copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing certified on the execution of the Loan Documents to which such Loan Party is a party. (d) An incumbency certificate, executed Effective Date by the Secretary or Assistant Secretary of each the Company, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan PartyDocuments. (c) An incumbency certificate, certified on the Effective Date by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Loan Party the Company authorized to sign the Loan Documents and to which such Loan Party is a partymake borrowings hereunder, upon which certificate certificates the Agent and the Lenders Banks shall be entitled to rely until informed of any change in writing by such Loan Partythe Company. (ed) If applicable and requested by A written opinion of the Agentcounsel to the Company, (a) written money transfer instructions and (b) an account designation letter addressed to the Banks, in substantially the form of Exhibit D"C" hereto. (e) A certificate, dated the Effective Date, signed by the Chief Financial Officer of the Company, stating that on the Effective Date (i) no Default or Unmatured Default has occurred and is continuing; (ii) the Company will be utilizing the proceeds to consummate the Stock Acquisition on the date of such Advance and (iii) no Prepayment Event has occurred and setting forth the determination of the Company's Funded Debt/EBITDA Ratio for the last day of the most recently ended fiscal quarter. (f) A Note payable to the order of each of the Banks. (g) Payment to the Agent of all fees due and owing to the Administrative Agent and the Banks as at the Effective Date. (h) Written money transfer instructions, in each casesubstantially the form of Exhibit "D" hereto, addressed to the Administrative Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules theretosuch other related money transfer authorizations as the Administrative Agent may have reasonably requested. (i) A Borrowing Notice with respect to the Loans to be made on the Closing DateSuch other documents as any Bank or its counsel may have reasonably requested. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless, and the Closing Date shall occur when, unless (a) the Borrower has furnished to the AgentAdministrative Agent with sufficient copies for the Lenders, and (b) the following shall have occurred, as applicable: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the articles or certificate of incorporation or articles or certificate of organization, as applicable, of each Loan Partyof the Borrower and the Guarantors, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s its respective jurisdiction of incorporationorganization. (cii) For Copies, certified by the Secretary or Assistant Secretary of each Loan Partyof the Borrower and the Guarantors, copies of its respective by-laws laws, regulations or operating agreement, as applicable, and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party Person is a party. (diii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Partyof the Borrower and the Guarantors, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party the Borrower and the Guarantors authorized to sign the Loan Documents to which such Loan Party Person is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan PartyPerson. (eiv) If applicable A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (v) Any Notes requested by a Lender pursuant to Section 2.16 payable to the Agentorder of each such requesting Lender. (vi) The Guaranty duly executed by the Guarantors. (vii) The Security Agreement duly executed by the Borrower and the Guarantors. (viii) Uniform Commercial Code financing statements executed by the Borrower and the Guarantors and covering such Collateral (as defined in the Security Agreement) as the Administrative Agent may request. (ix) Bailee agreements in form and substance satisfactory to the Administrative Agent and the Lenders, for any locations in which Inventory is stored and which are not owned by the Borrower or any Guarantor. (x) An initial Borrowing Base Certificate and an initial Compliance Certificate. (xi) The results of a Uniform Commercial Code search showing all financing statements and other documents or instruments on file against the Borrower and each Guarantor in (a) written money transfer instructions the office of the Secretary of State of such Person’s jurisdiction of organization and (b) an account designation letter each jurisdiction in which the Collateral (as defined in the Security Agreement) is located. (xii) Written money transfer instructions, in substantially the form of Exhibit D, in each case, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (fxiii) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities The insurance certificate described in Section 5.21 and Section 4.3.2 of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse EffectSecurity Agreement. (gxiv) An opinion or opinions (includingIf the initial Credit Extension will be the issuance of a Facility LC, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents)a properly completed Facility LC Application. (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (jxv) Evidence that the Third Amended and Restated Credit Agreement dated as of December 31, 1997 among the Borrower, the lenders party thereto and the agent named therein, as amended, shall have been terminated and all of the existing Indebtedness for borrowed money of the Borrower indebtedness, liabilities and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) obligations outstanding thereunder shall be repaid have been paid in full and all security interests related thereto liens securing same shall be terminated on or prior to the Closing Datehave been released. (kxvi) Evidence that since December 31, 2015, there shall Such other documents as any Lender or its counsel may have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a wholereasonably requested. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required On or prior to make the initial Advance hereunder unless, and the Closing Date Date, Borrower shall occur when, have delivered to Agent the Borrower has furnished to the Agentfollowing: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries other than as permitted pursuant to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (b) Copies 4.4 of the articles or certificate of incorporation of each Loan PartyDisclosure Letter, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s jurisdiction of incorporation. (c) For each Loan Party, executed copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party. (d) An incumbency certificateDocuments, executed Account Control Agreements, and all other documents and instruments reasonably required by the Secretary or Assistant Secretary of each Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Party. (e) If applicable and requested by the Agent, (a) written money transfer instructions that are required to be delivered on the Closing Date, to effectuate the transactions contemplated hereby or to create and (b) an account designation letter in substantially perfect the form Liens of Exhibit D, in each case, addressed to the Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state all Collateral, in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, all cases in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents).Agent; (hb) A certificate, a legal opinion of Borrowers’ United States and Agent’s English counsel in form and substance reasonably satisfactory acceptable to the Agent, executed by an Authorized Officer ; (c) certified copy of resolutions of each Loan Party’s Board of Directors evidencing approval of the Borrower as Loan and other transactions evidenced by the Loan Documents; (d) certified copies of the constitutional documents and the bylaws, as amended through the Closing Date stating that Date, of each Loan Party; (e) other than in respect of a UK Loan Party, a certificate of good standing (or equivalent thereof) for each Loan Party from its jurisdiction of organization and similar certificates from all other jurisdictions in which it does business and where the Merger has been consummated failure to be qualified would have a Material Adverse Effect; (f) payment of the Due Diligence Fee, Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) [reserved]; (h) in accordance with the Merger Agreement as in effect on April 28respect of each UK Loan Party, 2016, without a certificate signed by a director (i) confirming that borrowing or guaranteeing or securing, as appropriate, the Term Commitment would not cause any waiver of borrowing, guarantee, security or similar limit binding on any condition set forth in the Merger Agreement, Loan Party to be exceeded and (ii) the occurrence of any event, circumstance, default or breach of a representation certifying that affords the Borrower or its affiliates the ability each copy document relating to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, it specified in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation this Section 4.1 is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement complete and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Closing Date.this Agreement; and (mi) Copies of the financial statements referred to in Section 5.4such other documents as Agent may reasonably request. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless, unless (a) the Borrower has paid for its own account all fees costs and the Closing Date shall occur when, expenses due and payable pursuant to Section 9.6 and (b) the Borrower has furnished to the AgentAdministrative Agent with sufficient copies for the Lenders: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the articles or certificate of incorporation of each Loan Partythe Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s its jurisdiction of incorporation. (cii) For each Loan PartyCopies, copies certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party the Borrower is a party. (diii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Partythe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party the Borrower authorized to sign the Loan Documents to which such Loan Party the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Partythe Borrower. (eiv) If applicable A certificate, signed by the chief financial officer of the Borrower, stating that on the Funding Date no Default or Unmatured Default has occurred and is continuing and during the period from the Closing Date to the Funding Date no event has occurred which has had, or is reasonably likely to have, a Material Adverse Effect. (v) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.15 payable to the Agent, order of each such requesting Lender. (avii) written Written money transfer instructions and (b) an account designation letter instructions, in substantially the form of Exhibit D, in each case, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (fviii) Original certificates Copies of good standingwritten information evidencing, existence or its equivalent with respect to each Loan Party certified as of the Funding Date, the restructuring of the Borrower as a recent date holding company for the Utility capitalized with contributions of cash equity by the appropriate Governmental Authorities Utility to the Borrower of not less than the state of incorporation or organization and each other state in which amount required for the failure Borrower to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (includingcompliance with Section 6.15(b), if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof on terms and addressed conditions satisfactory to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (hix) A certificateCopies of written information, in form and substance reasonably reasonable satisfactory to the Lenders and Administrative Agent, executed by an Authorized Officer of regarding the Borrower as of Borrower's and its Subsidiaries' plans for addressing the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules theretoYear 2000 Problem. (ix) A Borrowing Notice with respect to the Loans to be made on the Closing DateSuch other documents as any Lender or its counsel may have reasonably requested. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unlesshereunder, or issue the initial Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and the Closing Date shall occur when, (b) the Borrower has shall have furnished to the Agent:Administrative Agent the following (except to the extent that the requirement to furnish any such items shall have been waived by the Lenders): (a) A joinder agreement The duly executed by Cash America originals of this Agreement (with sufficient originals thereof for each of the Lenders), the Notes payable to each of the Lenders, the Guaranty, the Security Documents and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary.any other additional Loan Documents; (bA) Copies of the articles or certificate of incorporation of each Loan Party, together with all amendments, and a certificate Certificates of good standingstanding for the Loan Parties from their states of organization, each certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, and (B) foreign qualification certificates for the Loan Parties, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, for each jurisdiction in which the executive offices of a Loan Party is located and each jurisdiction in which a Mortgage Property owned by such Loan Party’s jurisdiction of incorporation.Party or other entity is located; (c) For each Loan PartyCopies of the formation documents (including code of regulations, copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution if appropriate) of the Loan Documents to which Parties, certified by an officer of the Borrower or such other Loan Party is a party.or entity, as appropriate, together with all amendments thereto; (d) An incumbency certificateIncumbency certificates, executed by officers of the Secretary or Assistant Secretary of each Loan PartyParties, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Loan Party Persons authorized to sign this Agreement and the additional Loan Documents and to which make borrowings hereunder on behalf of such Loan Party is a partyparties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the applicable Loan Party.; (e) If Copies, certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and requested resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of this Agreement and the additional Loan Documents to be executed and delivered by the Agent, applicable Loan Party; (af) A written money transfer instructions and (b) an account designation letter in substantially opinion of the form of Exhibit D, in each caseLoan Parties’ counsel, addressed to the Lenders and the Administrative Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified dated as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of Agreement Effective Date from counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent Borrower and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, Guarantors in form and substance reasonably satisfactory to the Administrative Agent. (g) A certificate, executed signed by an Authorized Officer of the Borrower, stating that on the Agreement Effective Date no Default or Event of Default has occurred and is continuing, and there has been no Material Adverse Effect and that all representations and warranties of the Borrower are true and correct in all material respects as of the Agreement Effective Date, provided that such certificate is in fact true and correct; (h) The most recent financial statements of the Borrower and the Parent; (i) UCC financing statement searches with respect to the Borrower and each of the other Loan Parties from the state of its organization; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) A Compliance Certificate and Borrowing Base Certificate dated as of the Agreement Effective Date demonstrating compliance with each of the covenants calculated therein as of the most recent fiscal quarter for which the Borrower has provided financial statements under Section 7.1 adjusted in the best good faith estimate of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Effective Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole.; (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as Appraisals of each of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, initial Mortgage Properties in form and substance reasonably satisfactory to the Administrative Agent, executed and the Administrative Agent shall have determined an Appraised Value for such Mortgage Properties; (m) Evidence that all outstanding amounts owed by an Authorized Officer the Parent under its Credit Agreement dated as of January 12, 2012 with Xxxxx Fargo Bank, National Association, as administrative agent, and certain other agents, arrangers and lenders have been repaid in full and such Credit Agreement has been terminated (or shall be terminated concurrently with the Borrower effectiveness of this Agreement); (n) The Eligible Collateral Pool Qualification Documents for each Mortgage Property included in the Collateral as of the Closing Agreement Effective Date stating that, after giving effect shall have been delivered to the consummation of Administrative Agent at the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available.Borrower’s expense; (o) At least five (5) days prior Evidence that each of the Mortgages has been recorded and the applicable title company has committed to issue a title insurance policy insuring such Mortgage in an amount and form, and with such coverages and endorsements, as are all reasonably satisfactory to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations.Administrative Agent; (p) The Evidence in the form of an escrow and related undertakings from a title insurance company reasonably satisfactory to the Administrative Agent that all Indebtedness secured by the initial Collateral Pool Properties immediately prior to the Agreement Effective Date shall be repaid in full from the proceeds of the initial Advance hereunder; (q) An executed counterpart of the Contribution Agreement; (r) Evidence reasonably satisfactory to the Administrative Agent that the Subordinated Credit Agreement dated as of January 12, 2012 by and between the Parent and Trilon (Luxembourg) S.A.R.L., an Affiliate of Brookfield Asset Management, Inc., as same may have been amended, and the Lenders indebtedness thereunder shall have received all fees been terminated and expensessatisfied in full; and (s) Such other documents as the Administrative Agent or its counsel may have reasonably requested, if any, owing pursuant the form and substance of which documents shall be reasonably acceptable to this Agreement the parties and the other Loan Documentstheir respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless, and the Closing Date shall occur when, unless the Borrower has furnished to the Administrative Agent, with sufficient copies for the Lenders: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the articles or certificate of incorporation of each Loan Partythe Borrower, together with all amendmentsamendments thereto, and a certificate of good standingexistence, each certified by the appropriate governmental officer in such Loan Party’s its jurisdiction of incorporation. (cii) For each Loan PartyCopies, copies certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws laws. (iii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower and each of its the Significant Subsidiaries existing at the date of the initial Advance hereunder, of Board of Directors’ ' resolutions of such Person and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party Person is a party. (div) An incumbency certificateIncumbency certificates, executed by the Secretary or an Assistant Secretary of the Borrower and each Loan Partyof the Significant Subsidiaries existing at the date of the initial Advance hereunder, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party Person authorized to sign the Loan Documents to which such Loan Party Person is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan PartyPerson. (ev) If applicable and requested A certificate, signed by the Agentchief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (avi) A written money transfer instructions opinion of counsel to the Borrower and (b) an account designation letter each of its Subsidiaries, addressed to the Lenders in substantially the form of Exhibit DJ. (vii) From each of the Significant Subsidiaries of the Borrower existing on the date of the initial Advance hereunder, a Credit Guaranty and a Guarantor Subordination Agreement. (viii) Any Notes requested by a Lender pursuant to Section 2.3 or 2.4 payable to the order of each such requesting Lender. (ix) Written money transfer instructions, in each casesubstantially the form of Exhibit K, addressed to the Administrative Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules theretosuch other related money transfer authorizations as the Administrative Agent may have reasonably requested. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless, and the Closing Date shall occur when, unless the Borrower has furnished to the Agent and, if required by the Agent:, with sufficient copies for the Lenders (or has otherwise satisfied the Agent): (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the certificate of incorporation and bylaws of the Parent, articles of organization (or certificate of incorporation formation) and operating agreement (or limited liability company agreement) of each Loan PartyBorrower, and the corresponding organization documents of all of Borrower’s Domestic Subsidiaries, together with all amendments, each certified by the Secretary or Assistant Secretary of Parent or Borrower, and a certificate of good standingstanding or existence for the Parent, Borrower and Borrower’s Domestic Subsidiaries, each certified by the appropriate governmental officer in such Loan Party’s its jurisdiction of incorporation, and copies of the articles of incorporation of any foreign Subsidiary, together with all amendments certified by the secretary of said Subsidiary, but only to the extent of any changes from the date of the 2003 Credit Agreement. (cii) For Copies, certified by the Secretary or Assistant Secretary of the Parent, Borrower and the authorized person for each Loan PartySubsidiary, copies of its by-laws and of its Board of Directors’ resolutions or consent of members or partners, and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party the Parent, Borrower or any of Borrower’s Subsidiaries is a party. (diii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Partythe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party the Borrower authorized to sign the Loan Documents to which such Loan Party the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Partythe Borrower. (eiv) If applicable This Agreement executed by the Parent, Borrower, Agent and Lenders. (v) Any Notes requested by a Lender pursuant to Section 2.12 payable to the Agentorder of each such requesting Lender. (vi) The Collateral Documents executed by the Parent, Borrower and all Domestic Subsidiaries, together with the stock certificates affected by the security interests described in Section 2.18. (avii) A written money transfer instructions opinion of the Parent’s and (b) an account designation letter in substantially the form of Exhibit D, in each caseBorrower’s counsel, addressed to the Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by . (viii) Certificate of an Authorized Officer of the Parent and the Borrower as of to the effect that (a) there has been no Material Adverse Effect since June 30, 2005 and (b) on the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default no Unmatured Default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules theretoDefault exists. (iix) A Borrowing Notice with respect to the Loans to be made on the Closing DateSuch other documents as any Lender or its counsel may have reasonably requested. (jx) Evidence that all Payment of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants upfront fee set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available2.4(c). (oxi) At least five (5) days prior to There exists no Default or Unmatured Default under the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations2003 Credit Agreement. (pxii) No Material Adverse Effect relating to the Parent, Borrower and Borrower’s Subsidiaries has occurred since June 30, 2005. (xiii) The Agent and repayment of all amounts outstanding on the Lenders shall have received all fees and expenses, if any, owing pursuant to 2003 Credit Agreement (through funds under this Agreement and the other Loan DocumentsAgreement).

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unlesshereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and the Closing Date shall occur when, (b) the Borrower has shall have furnished to the AgentAdministrative Agent the following: (a) A joinder agreement The duly executed by Cash America originals of this Agreement (with sufficient originals thereof for each of the Lenders), the Notes payable to each of the Lenders, the Subsidiary Guaranty and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary.any other additional Loan Documents; (bA) Copies Certificates of the articles or certificate of incorporation of good standing for each Loan PartyParty from its state of organization, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, and (B) foreign qualification certificates for each Loan Party certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, for each jurisdiction in which an Unencumbered Property owned by such Loan Party’s jurisdiction of incorporation.Party is located; (c) For each Copies of the formation documents (including code of regulations, if appropriate) of the Loan Parties, certified by an officer of the Borrower or such other Loan Party, copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party.as appropriate, together with all amendments thereto; (d) An incumbency certificateIncumbency certificates, executed by officers of the Secretary or Assistant Secretary of each Loan PartyParties, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Loan Party Persons authorized to sign this Agreement and the additional Loan Documents and to which make borrowings hereunder on behalf of such Loan Party is a partyparties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the applicable Loan Party.; (e) If Copies, certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and requested resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of this Agreement and the additional Loan Documents to be executed and delivered by the Agentapplicable Loan Party; (f) A written opinion of the Loan Parties’ counsel, (a) written money transfer instructions and (b) an account designation letter addressed to the Lenders in substantially the form of Exhibit DE hereto or such other form as the Administrative Agent may reasonably approve; (g) A certificate, signed by an Authorized Officer of the Borrower, stating that on the Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no change in the financial condition or business of the Borrower and the Consolidated Group taken as a whole since the date of the most recent financial statements delivered to the Administrative Agent which would have a Material Adverse Effect (other than the SEC investigation or the derivative action as disclosed in Borrower’s September 30, 2014 10-Q) and that all representations and warranties of the Borrower are true and correct in all material respects as of the Agreement Effective Date; (h) The most recent financial statements of the Borrower; (i) UCC financing statement searches with respect to the Borrower and each caseof the other Loan Parties from the state of its organization and with respect to each owner of an Initial Unencumbered Property from the state in which such Unencumbered Property is located; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer., together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (fk) Original certificates A pro forma compliance certificate in the form of good standingExhibit A, existence utilizing the covenants established herein and executed by the Borrower’s chief financial officer or its equivalent chief accounting officer; (l) Evidence that all fees due to each of the Lenders with respect to each Loan Party certified as this Agreement have been paid; (m) The Unencumbered Property Due Diligence; (n) The absence of a recent date by the appropriate any action, suit, investigation or proceeding, pending or threatened, in any court or before any arbitrator or Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could Authority that is reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiariesthe Consolidated Group, taken as a whole, or (ii) Cash America and its Subsidiariesthat is reasonably expected to have a material adverse effect on any transaction contemplated hereby or on the ability of the Borrower or the Subsidiary Guarantors, taken as a whole. (l) Evidence that all governmental and third party consents required , to perform their respective obligations under the Loan Documents, other than the SEC investigation or the derivative action as disclosed in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificateBorrower’s September 30, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve2014 10-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available.Q; (o) At least five (5) days prior Evidence satisfactory to the Closing Date, documentation Administrative Agent of payment in full of all amounts due to any lender under the Original Credit Agreement which is not continuing as a Lender hereunder and other information requested of acceptance by the Agent in order to comply with requirements it of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations.termination of its commitment thereunder; and (p) The Such other documents as the Administrative Agent or its counsel may have reasonably requested, the form and substance of which documents shall be reasonably acceptable to the Lenders parties and their respective counsel. For purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have received all fees and expensesconsented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a lender upon delivery of its executed signature page to the Administrative Agent without conditions for release or, if anya Lender delivers its signature page with conditions for release, owing pursuant notice from that Lender to this Agreement and the other Loan DocumentsAdministrative Agent (or its counsel) that such conditions for release have been met.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unlesshereunder, and the Closing Date Issuing Bank shall occur whennot be required to issue the initial Facility Letter of Credit hereunder, unless the Borrower has furnished to the Administrative Agent: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the articles or certificate of incorporation of each of the Borrower and the Company, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and the Company, of the by-laws and Board of Directors' resolutions and resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or the Company (as applicable) is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the Company, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or the Company (as applicable) authorized to sign the Loan Documents to which the Borrower or the Company (as applicable) is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or the Company (as applicable). (iv) To the extent requested by the Administrative Agent, copies of the articles or certificate of incorporation, partnership agreement or limited liability company operating agreement of each other Loan Party, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s its jurisdiction of incorporation. (cv) For To the extent requested by the Administrative Agent, copies, certified by the Secretary or Assistant Secretary of each other Loan Party, copies of its by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party. (dvi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each other Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Party. (evii) If applicable A certificate, signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (viii) Written opinions of the Borrower's counsel, addressed to the Lenders in substantially the forms of Exhibit G, Exhibit H and Exhibit I. (ix) Any Notes requested by a Lender pursuant to Section 2.11 payable to the Agent, order of each such requesting Lender. (ax) written money transfer instructions and (b) an account designation letter A Guaranty Agreement duly executed by each of the Guarantors in substantially the form of Exhibit DJ hereto. (xi) A Contribution and Indemnity Agreement executed by each of the Guarantors in substantially the form of Exhibit K ("Contribution Agreement"). (xii) Written money transfer instructions, in each casesubstantially the form of Exhibit L, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (fxiii) Original certificates of good standing, existence Appropriate payoff letters or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating documents confirming that the Merger has been consummated in accordance with Facility A Loans under the Merger Existing Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are paid in full force and effect effective as of the Closing Date. (mxiv) Copies Written agreements, satisfactory to the Administrative Agent, from the holders of the financial statements referred Indebtedness identified in Schedule 5 releasing any "springing" or other Liens, or rights to in Section 5.4create or require the creation of Liens, securing such Indebtedness. (nxv) A certificate, in form and substance Such other documents as any Lender or its counsel may have reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are availablerequested. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless, and the Closing Date shall occur when, unless the Borrower has furnished to the Agent: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (b) Copies of the articles or certificate of incorporation of each Loan Party, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s jurisdiction of incorporation. (cb) For each Loan Party, copies of its by-laws by‑laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party. (dc) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Party. (d) The executed Loan Documents, including any Notes requested by a Lender pursuant to Section 2.13 payable to each such requesting Lender. (e) If applicable and requested by the Agent, (a) written money transfer instructions and (b) an account designation letter in substantially the form of Exhibit D, in each case, addressed to the Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsellocal counsel opinions) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (ji) Evidence that all To the extent required to be delivered pursuant to the terms of the existing Indebtedness for borrowed money Loan Documents, all certificated Equity Interests in the possession of any of the Borrower Loan Parties, together with undated stock powers as may be necessary or appropriate to perfect the Agent’s and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid the Lenders’ security interest in full and all security interests related thereto shall be terminated on or prior to the Closing Datesuch Collateral. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (pj) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents. (k) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless, and the Closing Date shall occur when, unless the Borrower has furnished to the AgentAdministrative Agent with sufficient copies for the Lenders: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the articles or certificate of incorporation of each Loan Partythe Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s its jurisdiction of incorporation. (cii) For each Loan PartyCopies, copies certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws Code of Regulations and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party the Borrower is a party. (diii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Partythe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party the Borrower authorized to sign the Loan Documents to which such Loan Party the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Partythe Borrower. (eiv) If applicable A certificate, signed by an Authorized Officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s general counsel addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the Agent, order of each such requesting Lender. (avii) written Written money transfer instructions and (b) an account designation letter instructions, in substantially the form of Exhibit D, in each case, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (fviii) Original certificates Evidence of good standingthe termination of the Revolving Credit Agreement, existence or its equivalent with respect to each Loan Party certified dated as of a recent date December 21, 2001 by and among DPL, the appropriate Governmental Authorities lenders party thereto, and Bank One, NA, as administrative agent thereunder, and evidence of the state repayment in full of incorporation or organization all Debt and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effectobligations thereunder. (gix) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions Such other documents as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower Lender or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall counsel may have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules theretoreasonably requested. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The This Agreement shall not be effective (and the Lenders shall not be required to make the initial Advance hereunder unlessunless and until this Agreement is effective) unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due - 62 - US_Active\121347781\V-16 and payable to the Lenders and the Administrative Agent hereunder, and the Closing Date shall occur when, (b) the Borrower has shall have furnished to the AgentAdministrative Agent the following: (a) A joinder agreement Duly executed by Cash America and its Domestic Subsidiaries counterparts of this Agreement, the Notes payable to each of the Lenders (to the extent required under Section 6.20requested by the Lenders), together with an updated Schedule 1 reflecting the addition of such Subsidiary.Subsidiary Guaranty and any other additional Loan Documents, signed by each applicable party thereto; (b) (bA) Copies Certificates of the articles or certificate of incorporation of good standing for each Loan PartyParty from its state of organization, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s jurisdiction and dated as of incorporation. a recent date, and (cB) For foreign qualification certificates for each Loan PartyParty certified by the appropriate governmental officer and dated as of a recent date, copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to for each jurisdiction in which an Unencumbered Property owned by such Loan Party is located; (c) Copies of the formation documents (including code of regulations, if appropriate) of the Loan Parties, certified by the appropriate governmental officer, and further certified as of a party. recent date by an officer of the Borrower or such other Loan Party, as appropriate, together with all amendments thereto; (d) An incumbency certificateIncumbency certificates, executed by officers of the Secretary or Assistant Secretary of each Loan PartyParties, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Loan Party Persons authorized to sign this Agreement and the additional Loan Documents and to which make borrowings hereunder on behalf of such Loan Party is a partyparties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the applicable Loan Party. ; (e) If Copies, certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and requested resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of this Agreement and the additional Loan Documents to be executed and delivered by the Agent, applicable Loan Party; (af) written money transfer instructions and (b) an account designation letter in substantially Written opinions of the form of Exhibit D, in each caseLoan Parties’ counsel, addressed to the Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, Lenders in form and substance reasonably acceptable to the Agent Administrative Agent; (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (hg) A certificate, in form and substance reasonably satisfactory to the Agent, executed signed by an Authorized Officer of the Borrower, stating that on the Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no change in the financial condition or business of the Borrower and the Consolidated Group taken as a whole since the date of the most recent financial statements delivered to the Administrative Agent which would have a Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without Effective Date; (ih) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests The most recent financial statements of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto.Borrower; - 63 - US_Active\121347781\V-16 (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. The Disbursement Instruction Agreement; (j) Evidence that all A pro forma compliance certificate in the form of Exhibit A, utilizing the existing Indebtedness for borrowed money of covenants established herein and executed by the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on Borrower’s chief financial officer or prior to the Closing Date. chief accounting officer; (k) Evidence that since December 31, 2015, there shall all fees due to each of the Lenders with respect to this Agreement have been paid; (l) The Unencumbered Property Due Diligence; (m) A certificate, signed by an Authorized Officer of the Borrower, stating that on the Agreement Effective Date there are no actions, suits, investigations or proceedings, pending or threatened, in any court or before any arbitrator or Governmental Authority that is reasonably expected to have a material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiariesthe Consolidated Group, taken as a whole, or (ii) Cash America and its Subsidiariesthat is reasonably expected to have a material adverse effect on any transaction contemplated hereby or on the ability of the Borrower or the Subsidiary Guarantors, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with , to perform their respective obligations under the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. Loan Documents; (n) A certificate, in form and substance reasonably Evidence satisfactory to the Agent, executed by an Authorized Officer Administrative Agent of payment in full of all amounts due to any lender under the Borrower Original Credit Agreement which is not continuing as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. Lender hereunder; (o) At least five (5) days prior A Beneficial Ownership Certification, if Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulation, which such Beneficial Ownership Certification shall also be delivered to the Closing Date, documentation and any Lender that so requests in addition with any other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. information that such Lender requests; (p) The Evidence satisfactory to the Administrative Agent that the modified Revolving Credit Agreement has become, or is becoming, effective on such date; and (q) Such other documents as the Lenders Administrative Agent or its counsel may have reasonably requested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. For purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have received all fees and expensesconsented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a lender upon delivery of its executed signature page to the Administrative Agent without conditions for release or, if anya Lender delivers its signature page with conditions for release, owing pursuant notice from that Lender to this Agreement and the other Loan Documents.Administrative Agent (or its counsel) that such conditions for release have been met. - 64 - US_Active\121347781\V-16

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unlesshereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and the Closing Date shall occur when, (b) the Borrower has shall have furnished to the AgentAdministrative Agent the following: (a) A joinder agreement The duly executed by Cash America originals of this Agreement (with sufficient originals thereof for each of the Lenders), the Notes payable to each of the Lenders, the Subsidiary Guaranty and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary.any other additional Loan Documents; (bA) Copies Certificates of the articles or certificate of incorporation of good standing for each Loan PartyParty from its state of organization, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, and (B) foreign qualification certificates for each Loan Party certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, for each jurisdiction in which an Unencumbered Property owned by such Loan Party’s jurisdiction of incorporation.Party is located; (c) For each Copies of the formation documents (including code of regulations, if appropriate) of the Loan Parties, certified by an officer of the Borrower or such other Loan Party, copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party.as appropriate, together with all amendments thereto; (d) An incumbency certificateIncumbency certificates, executed by officers of the Secretary or Assistant Secretary of each Loan PartyParties, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Loan Party Persons authorized to sign this Agreement and the additional Loan Documents and to which make borrowings hereunder on behalf of such Loan Party is a partyparties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the applicable Loan Party.; (e) If Copies, certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and requested resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of this Agreement and the additional Loan Documents to be executed and delivered by the Agentapplicable Loan Party; (f) A written opinion of the Loan Parties’ counsel, (a) written money transfer instructions and (b) an account designation letter Xxxxx & Xxxxx, addressed to the Lenders in substantially the form of Exhibit DE hereto or such other form as the Administrative Agent may reasonably approve; (g) A certificate, signed by an Authorized Officer of the Borrower, stating that on the Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no change in the financial condition or business of the Borrower and the Consolidated Group taken as a whole since the date of the most recent financial statements delivered to the Administrative Agent which would have a Material Adverse Effect and that all representations and warranties of the Borrower are true and correct in all material respects as of the Agreement Effective Date; (h) The most recent quarterly financial statements of the Borrower; (i) UCC financing statement searches with respect to the Borrower and each caseof the other Loan Parties from the state of its organization and with respect to each owner of an Initial Unencumbered Property from the state in which such Unencumbered Property is located; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to such other related money transfer authorizations as the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date.Administrative Agent may have reasonably requested; (k) Evidence that since December 31A pro forma compliance certificate in the form of Exhibit A, 2015, there shall have been no material adverse effect on utilizing the business, assets, covenants established herein and executed by the Borrower’s chief financial condition officer or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole.chief accounting officer; (l) Evidence that all governmental and third party consents required in connection fees due to each of the Lenders with the Transactions respect to this Agreement have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date.paid; (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, subordination agreement executed by an Authorized Officer of the Borrower Advisor in the form attached hereto as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on Exhibit K and made a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.part hereof;

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless, and the Closing Date shall occur when, unless the Borrower has furnished to the AgentAgent with sufficient copies for each of the Lenders: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the articles or certificate of incorporation of each Loan Partythe Borrower, together with all amendments, and a certificate of good standing, each both certified by an Authorized Officer. (ii) Copies, certified by the appropriate governmental officer in such Loan Party’s jurisdiction Clerk or Assistant Clerk of incorporation. (c) For each Loan Partythe Borrower, copies of its by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party it is a party. (diii) An incumbency certificate, executed by the Secretary Clerk or Assistant Secretary Clerk of each Loan Partythe Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Loan Party the Borrower authorized to sign the Loan Documents and to which such Loan Party is a partymake borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Partythe Borrower. (eiv) If applicable and requested A certificate, signed by the Agentchief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (av) A written money transfer instructions and (b) an account designation letter opinion of the General Counsel of the Borrower, addressed to the Agent in substantially the form of Exhibit D, in each case, "B-1" hereto. (vi) A written opinion of Massachusetts counsel to the Borrower addressed to the Agent and in substantially the form of Exhibit "B-2" hereto. (vii) Borrower Notes payable to the order of the Agent executed by Authorized Officer(s) of the Borrower. (viii) Loan/Credit Related Money Transfer Instructions from each Credit Party for each currency in which such Credit Party intends to request Advances hereunder, each signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (fix) Original certificates of good standing, existence Such other documents as the Agent or its equivalent with respect to each Loan Party certified as of a recent date counsel may have reasonably requested. (x) Payment by the appropriate Governmental Authorities Borrower to the Agent of that portion of the state Commitment Fee due pursuant to Section 2.23 of incorporation this Agreement. (xi) No change in governmental regulations or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have policies having a Material Adverse EffectEffect on the Borrower or any Lender shall have occurred. (gxii) An opinion or opinions (including, if requested Simultaneous payment and performance by the AgentBorrower of all liabilities and obligations under the Amended and Restated Senior Revolving Credit Agreement dated August 23, opinions of in-house counsel) of counsel for the Loan Parties 2000, as amended, under which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to agreement the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents)is a Lender. (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless, and the Closing Date shall occur when, the Borrower has furnished effectiveness of this Agreement is subject to the satisfaction, in the sole discretion of Administrative Agent, of the following conditions precedent: 5.1(a) Administrative Agent must receive the following, all of which must be satisfactory in form and content to Administrative Agent, in its sole discretion: (ai) A joinder agreement The Warehousing Notes, this Agreement and any other Loan Document, duly executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20Borrower and/or Parent, together with an updated Schedule 1 reflecting the addition of such Subsidiaryas applicable. (bii) Copies Each Loan Party’s organizational documents, certified as true and complete by an appropriate officer or other Person. (iii) Certificates of legal existence and good standing from the articles or certificate Secretary of incorporation State of Delaware for each Loan Party, together with all amendments, and a certificate dated within thirty (30) days of good standing, each certified by the appropriate governmental officer in such Loan Party’s jurisdiction date of incorporationthis Agreement. (civ) For each Loan Party, copies of its by-laws and of its Board of Directors’ resolutions and Such certificates of resolutions or actions other action, incumbency certificates and/or other certificates of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party. (d) An incumbency certificate, executed by the Secretary or Assistant Secretary responsible officers of each Loan Party, which shall identify by name and title and bear Party as Administrative Agent may require evidencing (A) the signatures authority of the Authorized Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Party. (e) If applicable and requested by the Agent, (a) written money transfer instructions and (b) an account designation letter in substantially the form of Exhibit D, in each case, addressed to the Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent enter into this Agreement and the Lendersother Loan Documents and (B) the identity, in form authority and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence capacity of each such Loan Party and opinions Authorized Representative thereof authorized to act as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required Representative in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents. (v) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any Lien on the Collateral other than in favor of Administrative Agent. (vi) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the related provisions of Section 7.9. (vii) An opinion from counsel for the Loan Parties in form and substance satisfactory to Administrative Agent concerning, among other matters (i) the legal existence, good standing and qualification to do business of each Loan Party, (ii) the power and authority of each Loan Party to enter into and perform the Loan Documents, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Loan Party to do so, (v) the enforceability of each Loan Party’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against Borrower, (vii) the validity and perfection of the Administrative Agent’s security interest in the Collateral, (viii) the non-contravention of each Loan Party’s obligations under the Loan Documents, under each Loan Party’s charter documents or under any material agreements or legal proceedings to which it is a party or by which it is bound, and (ix) such other matters as Administrative Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. Such opinion shall be addressed to Administrative Agent and the Lenders and their permitted successors and assigns. (viii) Such financial statements and other information as Administrative Agent shall have reasonably requested. (ix) Such other documents as Administrative Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Administrative Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby. 5.1(b) Administrative Agent shall have filed Uniform Commercial Code financing statements in such jurisdictions as Administrative Agent shall have determined to be appropriate in order to perfect the security interest in the Collateral granted by Borrower pursuant to this Agreement or any other Loan Document.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unlesshereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and the Closing Date shall occur when, (b) the Borrower has shall have furnished to the AgentAdministrative Agent the following: (a) A joinder agreement The duly executed by Cash America originals of this Agreement (with sufficient originals thereof for each of the Lenders), the Notes payable to each of the Lenders, the Subsidiary Guaranty and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary.any other additional Loan Documents; (bA) Copies Certificates of the articles or certificate of incorporation of good standing for each Loan PartyParty from its state of organization, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, and (B) foreign qualification certificates for each Loan Party certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, for each jurisdiction in which an Unencumbered Property owned by such Loan Party’s jurisdiction of incorporation.Party is located; (c) For each Copies of the formation documents (including code of regulations, if appropriate) of the Loan Parties, certified by an officer of the Borrower or such other Loan Party, copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party.as appropriate, together with all amendments thereto; (d) An incumbency certificateIncumbency certificates, executed by officers of the Secretary or Assistant Secretary of each Loan PartyParties, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Loan Party Persons authorized to sign this Agreement and the additional Loan Documents and to which make borrowings hereunder on behalf of such Loan Party is a partyparties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the applicable Loan Party.; (e) If Copies, certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and requested resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of this Agreement and the additional Loan Documents to be executed and delivered by the Agent, (a) written money transfer instructions and (b) an account designation letter in substantially the form of Exhibit D, in each case, addressed to the Agent and signed by an Authorized Officer.applicable Loan Party; (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities Written opinions of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (includingLoan Parties’ counsel, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents).Administrative Agent; (hg) A certificate, in form and substance reasonably satisfactory to the Agent, executed signed by an Authorized Officer of the Borrower, stating that on the Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no change in the financial condition or business of the Borrower and the Consolidated Group taken as a whole since the date of the most recent financial statements delivered to the Administrative Agent which would have a Material Adverse Effect and that all representations and warranties of the Borrower are true and correct in all material respects as of the Closing Date stating that Agreement Effective Date; (h) The most recent financial statements of the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without Borrower; (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation UCC financing statement searches with respect to the Merger as originally executed Borrower and delivered, together with all exhibits each of the other Loan Parties from the state of its organization and schedules thereto. (i) A Borrowing Notice with respect to each owner of an Initial Unencumbered Property from the Loans to be made on the Closing Date.state in which such Unencumbered Property is located; (j) Evidence that all of the existing Indebtedness for borrowed Written money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior transfer instructions, addressed to the Closing Date.Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) A pro forma compliance certificate in the form of Exhibit A, utilizing the covenants established herein and executed by the Borrower’s chief financial officer or chief accounting officer; (l) Evidence that since December 31, 2015, there shall all fees due to each of the Lenders with respect to this Agreement have been no paid; (m) The Unencumbered Property Due Diligence; (n) The absence of any action, suit, investigation or proceeding, pending or threatened, in any court or before any arbitrator or Governmental Authority that is reasonably expected to have a material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiariesthe Consolidated Group, taken as a whole, or (ii) Cash America and its Subsidiariesthat is reasonably expected to have a material adverse effect on any transaction contemplated hereby or on the ability of the Borrower or the Subsidiary Guarantors, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with , to perform their respective obligations under the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available.Loan Documents; (o) At least five (5) days prior Evidence satisfactory to the Closing Date, documentation Administrative Agent of payment in full of all amounts due to any lender under the Original Credit Agreement which is not continuing as a Lender hereunder and other information requested of acceptance by the Agent in order to comply with requirements it of the PATRIOT Acttermination of its commitment thereunder; (p) A Beneficial Ownership Certification, applicable if Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulation, which such Beneficial Ownership Certification shall also be delivered to any Lender that so requests in addition with any other “know your customer” and anti-money laundering rules and regulations.information that such Lender requests; (pq) The Evidence satisfactory to the Administrative Agent that the modified Term Loan Agreement has become, or is becoming, effective on such date; and (r) Such other documents as the Administrative Agent or its counsel may have reasonably requested, the form and substance of which documents shall be reasonably acceptable to the Lenders parties and their respective counsel. For purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have received all fees and expensesconsented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a lender upon delivery of its executed signature page to the Administrative Agent without conditions for release or, if anya Lender delivers its signature page with conditions for release, owing pursuant notice from that Lender to this Agreement and the other Loan DocumentsAdministrative Agent (or its counsel) that such conditions for release have been met.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unlesshereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and the Closing Date shall occur when, (b) the Borrower has shall have furnished to the AgentAdministrative Agent the following: (a) A joinder agreement The duly executed by Cash America originals of this Agreement (with sufficient originals thereof for each of the Lenders), the Notes payable to each of the Lenders, the Subsidiary Guaranty and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary.any other additional Loan Documents; (bA) Copies Certificates of the articles or certificate of incorporation of good standing for each Loan PartyParty from its state of organization, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, and (B) foreign qualification certificates for each Loan Party certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, for each jurisdiction in which an Unencumbered Property owned by such Loan Party’s jurisdiction of incorporation.Party is located; (c) For each Copies of the formation documents (including code of regulations, if appropriate) of the Loan Parties, certified by an officer of the Borrower or such other Loan Party, copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party.as appropriate, together with all amendments thereto; (d) An incumbency certificateIncumbency certificates, executed by officers of the Secretary or Assistant Secretary of each Loan PartyParties, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Loan Party Persons authorized to sign this Agreement and the additional Loan Documents and to which make borrowings hereunder on behalf of such Loan Party is a partyparties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the applicable Loan Party.; (e) If Copies, certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and requested resolutions of other US_Active\115440519\V-15 bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of this Agreement and the additional Loan Documents to be executed and delivered by the Agentapplicable Loan Party; (i) A written opinion of the Loan Parties’ special counsel, (a) written money transfer instructions and (b) an account designation letter in substantially the form of Exhibit D, in each caseProskauer Rose LLP, addressed to the Agent Lenders and in form reasonably satisfactory to the Administrative Agent, and (ii) a written opinion of the Loan Parties’ special Maryland counsel, Xxxxxxx LLP, addressed to the Lenders and in form reasonably satisfactory to the Administrative Agent; (g) A certificate, signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities Officer of the state Borrower, stating that on the Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no change in the financial condition or business of incorporation or organization the Borrower and each other state in the Consolidated Group taken as a whole since the date of the most recent financial statements delivered to the Administrative Agent which the failure to so qualify and be in good standing could would reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof Effect and addressed to the Agent that all representations and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer warranties of the Borrower are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of the Closing Agreement Effective Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28(or, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver representation or the occurrence warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of any such eventearlier date, circumstance, default or breach of a representation is materially adverse except to the interests extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects on such earlier date); (h) The most recent quarterly financial statements of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation Borrower; (i) UCC financing statement searches with respect to the Merger as originally executed Borrower and delivered, together with all exhibits each of the other Loan Parties from the state of its organization and schedules thereto. (i) A Borrowing Notice with respect to each owner of an Initial Unencumbered Property from the Loans to be made on the Closing Date.state in which such Unencumbered Property is located; (j) Evidence that all of the existing Indebtedness for borrowed Written money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior transfer instructions, addressed to the Closing Date.Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) Evidence that since December 31A pro forma compliance certificate in the form of Exhibit A, 2015, there shall have been no material adverse effect on utilizing the business, assets, covenants established herein and executed by the Borrower’s chief financial condition officer or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole.chief accounting officer; (l) Evidence that all governmental and third party consents required in connection fees due to each of the Lenders with the Transactions respect to this Agreement have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date.paid; (m) Copies of A subordination agreement executed by the financial statements referred to Advisor in Section 5.4.the form attached hereto as Exhibit K and made a part hereof; 107599586\V-16 US_Active\115440519\V-15 (n) A certificateBeneficial Ownership Certification, if Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulation, which such Beneficial Ownership Certification shall also be delivered to any Lender that so requests in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance addition with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and any other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.information that such Lender requests;

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless, and the Closing Date shall occur when, the Borrower has furnished effectiveness of this Agreement is subject to the Agentsatisfaction, in the sole discretion of Lender, of the following conditions precedent: (a) A joinder agreement Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (i) The Warehousing Note, this Agreement, the Amended and Restated Guaranty and any other Loan Document, duly executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20Borrower and/or Parent, together with an updated Schedule 1 reflecting the addition of such Subsidiaryas applicable. (bii) Copies Each Loan Party’s organizational documents, certified as true and complete by an appropriate officer or other Person. (iii) Certificates of legal existence and good standing from the articles or certificate Secretary of incorporation State of Delaware for each Loan Party, together with all amendments, and a certificate dated within thirty (30) days of good standing, each certified by the appropriate governmental officer in such Loan Party’s jurisdiction date of incorporationthis Agreement. (civ) For each Loan Party, copies of its by-laws and of its Board of Directors’ resolutions and Such certificates of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party. (d) An action, incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any certificates and/or other officers of such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Party. (e) If applicable and requested by the Agent, (a) written money transfer instructions and (b) an account designation letter in substantially the form of Exhibit D, in each case, addressed to the Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money responsible officers of the Borrower and its Subsidiaries Guarantor as Lender may require evidencing (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (iA) the Borrower authority of each entity to enter into this Agreement and its Subsidiariesthe other Loan Documents and (B) the identity, taken authority and capacity of each Authorized Representative thereof authorized to act as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required an Authorized Representative in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents. (v) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any Lien on the Collateral other than in favor of Lender. (vi) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the related provisions of Section 7.9. (vii) An opinion from counsel for the Loan Parties in form and substance satisfactory to Lender concerning, among other matters (i) the legal existence, good standing and qualification to do business of each Loan Party, (ii) the power and authority of each Loan Party to enter into and perform the Loan Documents, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Loan Party to do so, (v) the enforceability of each Loan Party’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against Borrower, (vii) the validity and perfection of Lender’s security interest in the Collateral, (viii) the non-contravention of each Loan Party’s obligations under the Loan Documents, under each Loan Party’s charter documents or under any material agreements or legal proceedings to which it is a party or by which it is bound, and (ix) such other matters as Lender reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. Such opinion shall be addressed to Lender and its permitted successors and assigns. (viii) Such financial statements and other information as Lender shall have reasonably requested. (ix) Such other documents as Lender reasonably may require, duly executed and delivered, and evidence satisfactory to Lender of the occurrence of any further conditions precedent to the closing of the credit facility established hereby. (b) Lender shall have filed Uniform Commercial Code financing statements in such jurisdictions as Lender shall have determined to be appropriate in order to perfect the security interest in the Collateral granted by Borrower pursuant to this Agreement or any other Loan Document. (c) Borrower shall have (i) paid to Lender, as applicable, all amounts due as of the Closing Date, and (ii) paid or reimbursed Lender, as applicable, for all its attorneys’ fees and expenses incurred in connection with this Agreement and the other Loan Documents.

Initial Advance. The Lenders No Lender shall not be required to make the initial Advance hereunder unless, and Loans to the Closing Date shall occur when, Company unless the Borrower Company has furnished or caused to be furnished to the AgentAgent with sufficient copies for the Lenders: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the articles or certificate of incorporation (or other similar constituting documents) of each Loan Partythe Company, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s its jurisdiction of incorporation.; (cii) For each Loan PartyCopies, copies certified by the Secretary or Assistant Secretary of its the Company, of the Company's by-laws (or other similar governing documents) and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party.Documents; (diii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Partythe Company, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party the Company authorized to sign the Loan Documents to which such Loan Party the Company is a partyparty and to request Advances, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Party.the Company; (eiv) If applicable A certificate, signed by a Financial Officer of the Company, stating that on the date hereof no Default or Unmatured Default has occurred and requested by is continuing and the Agentrepresentations and warranties contained in the Loan Documents are true and correct; (v) A written opinion of counsel to the Company, (a) addressed to the Lenders in substantially the form of Exhibit C, and a written money transfer instructions and (b) an account designation letter opinion of counsel to Lafarge Canada Inc., addressed to the Lenders in substantially the form of Exhibit D; (vi) A written opinion of counsel to the Agent, addressed to the Lenders in substantially the form of Exhibit E; (vii) The Notes, if any, requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender; (viii) Written money transfer instructions, in each casesubstantially the form of Exhibit F, addressed to the Agent and signed by an Authorized a Financial Officer., together with such other related money transfer authorizations as the Agent may have reasonably requested; (fix) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance Evidence reasonably satisfactory to the AgentAgent that the bilateral credit agreements, executed by an Authorized Officer of the Borrower each dated as of September 1, 1994 and amended as of June 1, 1996, between the Closing Date stating that Company and the Merger has respective lenders party thereto have been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreementterminated, and all indebtedness, liabilities and obligations thereunder have been paid in full; and (iix) the occurrence of Such other documents as any event, circumstance, default or breach of a representation that affords the Borrower Lender or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall counsel may have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules theretoreasonably requested. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. 4.1.1. The Lenders shall not be required to make the initial Advance hereunder unless, and the Closing Date shall occur when, unless the Borrower has furnished to the AgentAgent with sufficient copies for the Lenders: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the articles or certificate of incorporation of each Loan Partythe Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in such Loan Party’s its jurisdiction of incorporation. (cii) For each Loan PartyCopies, copies certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a partylaws. (diii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Partythe Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Loan Party the Borrower authorized to sign the Loan Documents and to which such Loan Party is a partymake borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Partythe Borrower. (eiv) If applicable and requested A certificate, signed by the Agentchief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (av) A written money transfer instructions and (b) an account designation letter opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit D"B" hereto. (vi) Notes payable to the order of each of the Lenders. (vii) Written money transfer instructions, in each casesubstantially the form of Exhibit "E" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (fviii) Original certificates of good standing, existence Such other documents as any Lender or its equivalent counsel may have reasonably requested. 4.1.2. The Lenders shall not be required to make the initial Advance hereunder, unless prior to or concurrently with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities making of the state of incorporation or organization initial Advance hereunder, the Existing Agreement shall have been terminated and each other state in which the failure to so qualify and be in good standing could reasonably be expected to Borrower shall have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed paid to the Agent lenders and the Lendersagent thereunder any and all unpaid principal of and accrued and unpaid interest on the notes evidencing the obligations thereunder, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization any and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer all other obligations of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default thereunder arising under or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.Existing Agreement. ARTICLE V

Initial Advance. 4.1.1. The Lenders shall not be required to make the initial Advance hereunder unless, and the Closing Date shall occur when, unless the Borrower has furnished to the AgentAgent with sufficient copies for the Lenders: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the articles or certificate of incorporation of each Loan Partythe Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in such Loan Party’s its jurisdiction of incorporation. (cii) For each Loan PartyCopies, copies certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a partylaws. (diii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Partythe Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Loan Party the Borrower authorized to sign the Loan Documents and to which such Loan Party is a partymake borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Partythe Borrower. (eiv) If applicable and requested A certificate, signed by the Agentchief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (av) A written money transfer instructions and (b) an account designation letter opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit D"B" hereto. (vi) Notes payable to the order of each of the Lenders. (vii) Written money transfer instructions, in each casesubstantially the form of Exhibit "E" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (fviii) Original certificates of good standing, existence Such other documents as any Lender or its equivalent counsel may have reasonably requested. 4.1.2. The Lenders shall not be required to make the initial Advance hereunder, unless prior to or concurrently with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities making of the state of incorporation or organization initial Advance hereunder, the Existing Agreement shall have been terminated and each other state in which the failure to so qualify and be in good standing could reasonably be expected to Borrower shall have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed paid to the Agent lenders and the Lendersagent thereunder any and all unpaid principal of and accrued and unpaid interest on the notes evidencing the obligations thereunder, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization any and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer all other obligations of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default thereunder arising under or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing DateExisting Agreement. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless, and unless (a) concurrently with the Closing Date shall occur whenmaking of such Advance, the Borrower has shall have paid in full all principal, interest, fees and other amounts payable under each of the Credit Agreement dated as of February 28, 1994 between the Borrower and Bank One (then known as The First National Bank of Chicago), the Credit Agreement dated as of April 29, 1994 between the Borrower and Bank of America, N.A. (then known as NationsBank, N. A.) and the Letter of Credit Agreement dated as of November 16, 1998 among the Borrower, various financial institutions and Bank One, NA (then known as The First National Bank of Chicago) and (b) the Borrower shall have furnished to the AgentAdministrative Agent with sufficient copies for the Lenders: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the articles or certificate of incorporation of each Loan Partythe Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s its jurisdiction of incorporation. (cii) For each Loan PartyCopies certified by the Secretary or Assistant Secretary of the Borrower, copies of its by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party the Borrower is a party. (diii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Partythe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party the Borrower authorized to sign the Loan Documents to which such Loan Party the Borrower is a party, upon which certificate the Agent Agents and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Partythe Borrower. (eiv) If applicable Evidence, in form and substance satisfactory to the Administrative Agent, that the Borrower has obtained all governmental approvals necessary for it to enter into the Loan Documents. (v) A certificate, signed by an Authorized Officer, stating that on the initial Borrowing Date (x) no Default or Unmatured Default has occurred and is continuing and (y) the representatives and warranties set forth in Article V are true and correct as of such date. (vi) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit B. (vii) Any Notes requested by a Lender pursuant to Section 2.14 payable to the Agent, order of each such requesting Lender. (aviii) written Written money transfer instructions and (b) an account designation letter instructions, in substantially the form of Exhibit D, in each case, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (fix) Original certificates of good standingCopies, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization being correct and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed complete by an Authorized Officer Officer, of (x) the Private Placement Agreement and (y) the Indenture dated as of December 1, 1995, between the Borrower and Bank One (then known as The First National Bank of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement Chicago), as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreementtrustee, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules supplements thereto. (ix) A Borrowing Notice with respect to the Loans to be made on the Closing DateSuch other documents as any Lender or its counsel may have reasonably requested. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unlesshereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and the Closing Date shall occur when, (b) the Borrower has shall have furnished to the AgentAdministrative Agent the following: (a) A joinder agreement The duly executed by Cash America originals of this Agreement (with sufficient originals thereof for each of the Lenders), the Notes payable to each of the Lenders, the Subsidiary Guaranty and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary.any other additional Loan Documents; (bA) Copies Certificates of the articles or certificate of incorporation of good standing for each Loan PartyParty from its state of organization, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, and (B) foreign qualification certificates for each Loan Party certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, for each jurisdiction in which an Unencumbered Property owned by such Loan Party’s jurisdiction of incorporation.Party is located; (c) For each Copies of the formation documents (including code of regulations, if appropriate) of the Loan Parties, certified by an officer of the Borrower or such other Loan Party, copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party.as appropriate, together with all amendments thereto; (d) An incumbency certificateIncumbency certificates, executed by officers of the Secretary or Assistant Secretary of each Loan PartyParties, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Loan Party Persons authorized to sign this Agreement and the additional Loan Documents and to which make borrowings hereunder on behalf of such Loan Party is a partyparties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the applicable Loan Party.; (e) If Copies, certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and requested resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of this Agreement and the additional Loan Documents to be executed and delivered by the Agent, (a) written money transfer instructions and (b) an account designation letter in substantially the form of Exhibit D, in each case, addressed to the Agent and signed by an Authorized Officer.applicable Loan Party; (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities Written opinions of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (includingLoan Parties’ counsel, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents).Administrative Agent; (hg) A certificate, in form and substance reasonably satisfactory to the Agent, executed signed by an Authorized Officer of the Borrower, stating that on the Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no change in the financial condition or business of the Borrower and the Consolidated Group taken as a whole since the date of the most recent financial statements delivered to the Administrative Agent which would have a Material Adverse Effect and, that all representations and warranties of the Borrower are true and correct in all material respects as of the Closing Date stating that Agreement Effective Date; (h) The most recent financial statements of the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without Borrower; (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation UCC financing statement searches with respect to the Merger as originally executed Borrower and delivered, together with all exhibits each of the other Loan Parties from the state of its organization and schedules thereto. (i) A Borrowing Notice with respect to each owner of an Initial Unencumbered Property from the Loans to be made on the Closing Date.state in which such Unencumbered Property is located; (j) Evidence that all of the existing Indebtedness for borrowed Written money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior transfer instructions, addressed to the Closing Date.Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) A pro forma compliance certificate in the form of Exhibit A, utilizing the covenants established herein and executed by the Borrower’s chief financial officer or chief accounting officer; (l) Evidence that since December 31, 2015, there shall all fees due to each of the Lenders with respect to this Agreement have been no paid; (m) The Unencumbered Property Due Diligence; (n) The absence of any action, suit, investigation or proceeding, pending or threatened, in any court or before any arbitrator or Governmental Authority that is reasonably expected to have a material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiariesthe Consolidated Group, taken as a whole, or (ii) Cash America and its Subsidiariesthat is reasonably expected to have a material adverse effect on any transaction contemplated hereby or on the ability of the Borrower or the Subsidiary Guarantors, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with , to perform their respective obligations under the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available.Loan Documents; (o) At least five (5) days prior Evidence satisfactory to the Closing Date, documentation Administrative Agent of payment in full of all amounts due to any lender under the Original Credit Agreement which is not continuing as a Lender hereunder and other information requested of acceptance by the Agent in order to comply with requirements it of the PATRIOT Acttermination of its commitment thereunder; (p) A Beneficial Ownership Certification, applicable if Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulation, which such Beneficial Ownership Certification shall also be delivered to any Lender that so requests in addition with any other “know your customer” and anti-money laundering rules and regulations.information that such Lender requests; (pq) The Evidence satisfactory to the Administrative Agent that the modified Term Loan Agreement has become, or is becoming, effective on such date; and (r) Such other documents as the Administrative Agent or its counsel may have reasonably requested, the form and substance of which documents shall be reasonably acceptable to the Lenders parties and their respective counsel. For purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have received all fees and expensesconsented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a lender upon delivery of its executed signature page to the Administrative Agent without conditions for release or, if anya Lender delivers its signature page with conditions for release, owing pursuant notice from that Lender to this Agreement and the other Loan DocumentsAdministrative Agent (or its counsel) that such conditions for release have been met.

Initial Advance. The Lenders shall not be required to make the initial --------------- Advance hereunder unless, and the Closing Date shall occur when, unless the Borrower has furnished to the AgentAdministrative Agent with sufficient copies for the Lenders: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the articles or certificate of incorporation of each Loan Partythe Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s its jurisdiction of incorporation. (cii) For each Loan PartyCopies, copies certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws Code of Regulations and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party the Borrower is a party. (diii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Partythe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party the Borrower authorized to sign the Loan Documents to which such Loan Party the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Partythe Borrower. (eiv) If applicable A certificate, signed by an Authorized Officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's general counsel addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the Agent, order of each such requesting Lender. (avii) written Written money transfer instructions and (b) an account designation letter instructions, in substantially the form of Exhibit D, in each case, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (fviii) Original certificates Evidence of good standingthe termination of the Long-Term Revolving Credit Agreement, existence or its equivalent with respect to each Loan Party certified dated as of a recent date December 30, 1998, as amended, by and among the appropriate Governmental Authorities Borrower, the banks party thereto, and Bank One, NA as administrative agent thereunder, the termination of the state Short-Term Revolving Credit Agreement, dated as of incorporation or organization December 30, 1998, as amended, by and among the Borrower, the banks party thereto, and Bank One, NA, as administrative agent thereunder and, in each case, evidence of the repayment in full of all Debt and other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effectobligations thereunder. (gix) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions Such other documents as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower Lender or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall counsel may have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules theretoreasonably requested. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unlesshereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and the Closing Date shall occur when, (b) the Borrower has shall have furnished to the AgentAdministrative Agent the following: (a) A joinder agreement The duly executed by Cash America originals of this Agreement (with sufficient originals thereof for each of the Lenders), the Notes payable to each of the Lenders, the Subsidiary Guaranty and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary.any other additional Loan Documents; (bA) Copies Certificates of the articles or certificate of incorporation of good standing for each Loan PartyParty from its state of organization, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, and (B) foreign qualification certificates for each Loan Party certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, for each jurisdiction in which an Unencumbered Property owned by such Loan Party’s jurisdiction of incorporation.Party is located; (c) For each Copies of the formation documents (including code of regulations, if appropriate) of the Loan Parties, certified by an officer of the Borrower or such other Loan Party, copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party.as appropriate, together with all amendments thereto; (d) An incumbency certificateIncumbency certificates, executed by officers of the Secretary or Assistant Secretary of each Loan PartyParties, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Loan Party Persons authorized to sign this Agreement and the additional Loan Documents and to which make borrowings hereunder on behalf of such Loan Party is a partyparties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the applicable Loan Party.; (e) If Copies, certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and requested resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of this Agreement and the additional Loan Documents to be executed and delivered by the Agentapplicable Loan Party; (f) A written opinion of the Loan Parties’ counsel, (a) written money transfer instructions and (b) an account designation letter addressed to the Lenders in substantially the form of Exhibit DE hereto or such other form as the Administrative Agent may reasonably approve; (g) A certificate, signed by an Authorized Officer of the Borrower, stating that on the Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no change in the financial condition or business of the Borrower and the Consolidated Group taken as a whole since the date of the most recent financial statements delivered to the Administrative Agent which would have a Material Adverse Effect (other than the SEC investigation as disclosed in Borrower’s August 10, 2012 10-Q or the derivative actions disclosed in Borrower’s November 9, 2012 10-Q and March 12, 2013 10-K or certain litigation regarding dividend reinvestment program filed April 2013, as disclosed separately by Borrower to Lenders) and that all representations and warranties of the Borrower are true and correct in all material respects as of the Agreement Effective Date; (h) The most recent financial statements of the Borrower; (i) UCC financing statement searches with respect to the Borrower and each caseof the other Loan Parties from the state of its organization and with respect to each owner of an Initial Unencumbered Property from the state in which such Unencumbered Property is located; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto.such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (ik) A Borrowing Notice with respect to pro forma compliance certificate in the Loans to be made on form of Exhibit A, utilizing the Closing Date.covenants established herein and executed by the Borrower’s chief financial officer or chief accounting officer; (jl) Evidence that all fees due to each of the Lenders with respect to this Agreement have been paid; (m) A subordination agreement executed by the Advisor in the form attached hereto as Exhibit K and made a part hereof; (n) Copies of payoff letters for all existing Indebtedness for borrowed money secured by the Initial Unencumbered Properties or by ownership interests therein, including without limitation certain Secured Indebtedness held by Xxxxx Fargo Bank, National Association as sole lender under seven cross-collateralized loans each secured by a hotel with an aggregate loan amount of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or $115,113,904, immediately prior to the Closing Date.Agreement Effective Date and confirmation from Chicago Title and Trust Company or another escrow agent satisfactory to the Administrative Agent handling the payoff and release of such Indebtedness that upon the funding of all or a portion of the initial Advance to such escrow agent all mortgages and other instruments securing such existing Indebtedness will be released, and that all such releases shall be either recorded by the escrow agent promptly after funding or provided to the Administrative Agent for recording; (ko) Evidence The Unencumbered Property Due Diligence; (p) The absence of any action, suit, investigation or proceeding, pending or threatened, in any court or before any arbitrator or Governmental Authority that since December 31, 2015, there shall is reasonably likely to have been no a material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiariesthe Consolidated Group, taken as a whole, or (ii) Cash America and its Subsidiariesthat could have a material adverse effect on any transaction contemplated hereby or on the ability of the Borrower or the Subsidiary Guarantors, taken as a whole., to perform their respective obligations under the Loan Documents, other than the SEC investigation as disclosed in Borrower’s August 10, 2012 10-Q or the derivative actions disclosed in Borrower’s November 9, 2012 10-Q and March 12, 2013 10-K or certain litigation regarding dividend reinvestment program filed April 2013, as disclosed separately by Borrower to Lenders; and (lq) Evidence that all governmental and third party consents required in connection with Such other documents as the Transactions Administrative Agent or its counsel may have been obtained (without material qualification or condition) and are in full force and effect as of reasonably requested, the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. For purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Agent, a lender upon delivery of its executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect signature page to the consummation of the MergerAdministrative Agent without conditions for release or, the Borrower is in pro forma compliance if a Lender delivers its signature page with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) conditions for the twelve-month period ended as of the most recent month end prior release, notice from that Lender to the Closing Date Administrative Agent (or its counsel) that such conditions for which financial statements are availablerelease have been met. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless, unless and the Closing Date shall occur when, until the Borrower has furnished to the AgentAgent with sufficient copies for the Lenders and the other conditions set forth below have been satisfied: (a) A joinder agreement executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (bi) Copies of the articles or certificate of incorporation of the Borrower and each Loan PartyGuarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s its jurisdiction of incorporation. (cii) For Copies, certified by the Secretary or Assistant Secretary of the Borrower and each Loan PartyGuarantor, copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or such Loan Party Guarantor is a party. (diii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Loan PartyGuarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Loan Party Guarantor authorized to sign the Loan Documents to which the Borrower or such Loan Party Guarantor is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or such Loan PartyGuarantor. (eiv) If applicable A certificate, signed by the chief financial officer or corporate controller of the Borrower, stating that on the date hereof no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, the Borrower’s counsel, addressed to the Lenders in form and substance satisfactory to the Agent. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the Agent, order of each such requesting Lender. (avii) written Written money transfer instructions and (b) an account designation letter instructions, in substantially the form of Exhibit D, in each caseC, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (fviii) Original certificates A compliance certificate in substantially the form of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date Exhibit A signed by the appropriate Governmental Authorities of Borrower’s chief financial officer showing the state of incorporation or organization and each other state in which the failure calculations necessary to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effectdetermine compliance with this Agreement for fiscal quarter ended June 30, 2004. (gix) An opinion or opinions The Borrower shall have paid all fees due to JPMorgan under the fee letter dated August 20, 2004. (including, if requested x) This Agreement duly completed and executed by the Agent, opinions of in-house counselBorrower. (xi) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, The Guaranty in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to and duly completed and executed by the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents)Guarantors. (hxii) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger The Existing Credit Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement been terminated and all other material documentation with respect to the Merger as originally executed and deliveredoutstanding indebtedness thereunder shall have been, together with all exhibits and schedules theretoor substantially contemporaneously shall be, paid in full. (ixiii) A Borrowing Notice with respect to the Loans to be made on the Closing DateSuch other documents as any Lender or its counsel may have reasonably requested. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required to make the initial single Advance hereunder unlessunless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and the Closing Date shall occur when, (b) the Borrower has shall have furnished to the AgentAdministrative Agent the following: (a) A joinder agreement The duly executed by Cash America originals of this Agreement (with sufficient originals thereof for each of the Lenders), the Notes payable to each of the Lenders, the Guaranty, the Security Documents, any other additional Loan Documents and its Domestic Subsidiaries evidence reasonably satisfactory to the extent required under Section 6.20, together with an updated Schedule 1 reflecting Administrative Agent of the addition perfection of such Subsidiary.the Liens created by the Security Documents; (bA) Copies of the articles or certificate of incorporation of each Loan Party, together with all amendments, and a certificate Certificates of good standingstanding for the Loan Parties and for each entity directly or indirectly owning a Partnership Interest Property from their states of organization, each certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, and (B) foreign qualification certificates for the Loan Parties and for each entity directly or indirectly owning a Partnership Interest Property, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, for each jurisdiction in which the executive offices of a Loan Party is located and each jurisdiction in which a Partnership Interest Property owned by such Loan Party’s jurisdiction of incorporation.Party or other entity is located; (c) For each Loan PartyCopies of the formation documents (including code of regulations, copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution if appropriate) of the Loan Documents to which Parties and each entity directly or indirectly owning a Partnership Interest Property, certified by an officer of the Borrower or such other Loan Party is a party.or entity, as appropriate, together with all amendments thereto; (d) An incumbency certificateIncumbency certificates, executed by officers of the Secretary or Assistant Secretary of each Loan PartyParties, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Loan Party Persons authorized to sign this Agreement and the additional Loan Documents and to which make borrowings hereunder on behalf of such Loan Party is a partyparties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the applicable Loan Party.; (e) If Copies, certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and requested resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of this Agreement and the additional Loan Documents to be executed and delivered by the Agentapplicable Loan Party; (f) A written opinion of the Loan Parties’ counsel, (a) written money transfer instructions and (b) an account designation letter addressed to the Lenders in substantially the form of Exhibit DE hereto or such other form as the Administrative Agent may reasonably approve; (g) A certificate, signed by an Authorized Officer of the Borrower, stating that on the Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no Material Adverse Effect and that all representations and warranties of the Borrower are true and correct in all material respects as of the Agreement Effective Date, provided that such certificate is in fact true and correct; (h) The most recent financial statements of the Borrower and the Parent Entities; (i) UCC financing statement searches with respect to the Borrower and each caseof the other Loan Parties from the state of its organization showing no financing statements filed against the Collateral; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (h) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to such other related money transfer authorizations as the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date.Administrative Agent may have reasonably requested; (k) Evidence that since December 31A pro forma compliance certificate in the form of Exhibit A, 2015utilizing the covenants established herein, there shall have been no material adverse effect on executed by the business, assets, Borrower’s chief financial condition officer or results chief operating officer and establishing to the reasonable satisfaction of operations the Administrative Agent the Collateral Pool Debt Service Coverage Ratio and the Collateral Pool LTV Amount as of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole.Agreement Effective Date; (l) Evidence that all governmental and third party consents required in connection fees due to each of the Lenders with the Transactions respect to this Agreement have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date.paid; (m) Copies Insurance certificates satisfying the requirements of Section 5.16 below, and such other due diligence materials as the Administrative Agent shall reasonably require for each such Partnership Interest Property, in addition to a written opinion of the financial statements referred Borrower’s counsel (or a designated local counsel in the jurisdiction of the Partnership Interest Property) addressed to the Lenders in Section 5.4.a form reasonably satisfactory to the Administrative Agent regarding each Security Document; (n) A certificate, Evidence in the form of an escrow and substance reasonably related undertakings from a title insurance company satisfactory to the Agent, executed Administrative Agent that all Indebtedness secured by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end Collateral Pool Properties immediately prior to the Closing Agreement Effective Date for which financial statements are availableshall be repaid in full from the proceeds of the initial Advance hereunder. (o) At least five (5) days prior to the Closing Date, documentation The establishment and other information requested by the Agent in order to comply with requirements creation of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulationsCash Collateral Account. (p) The Such other documents as the Administrative Agent or its counsel may have reasonably requested, the form and substance of which documents shall be reasonably acceptable to the Lenders shall have received all fees parties and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.their respective counsel. - 33 - 15031925\V-9

Initial Advance. The Lenders shall not be required On or prior to make the initial Advance hereunder unless, and the Closing Date Date, Borrower shall occur when, have delivered to Agent the Borrower has furnished to the Agentfollowing: (a) A joinder agreement duly executed by Cash America and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary. (b) Copies of the articles or certificate of incorporation of each Loan Party, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s jurisdiction of incorporation. (c) For each Loan Party, copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party. (d) An incumbency certificate, executed by other than the Secretary or Assistant Secretary of each Loan PartyWarrant, which shall identify be an original), and all other documents and instruments reasonably required by name Agent to effectuate the transactions contemplated hereby or to create and title and bear perfect the signatures Liens of the Authorized Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Party. (e) If applicable and requested by the Agent, (a) written money transfer instructions and (b) an account designation letter in substantially the form of Exhibit D, in each case, addressed to the Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state all Collateral, in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, all cases in form and substance reasonably acceptable to the Agent Agent; (which shall includeb) subject to Schedule 4.5, without limitation, opinions duly executed Account Control Agreement(s) with respect to the due organization each Deposit Account and valid existence of each such account holding Investment Property maintained by Borrower or any other Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents).Party; (hi) A certificate, a customary legal opinion of Xxxxxxxx’s U.S. counsel in form and substance reasonably satisfactory acceptable to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that the Merger has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth in the Merger Agreement, Agent and (ii) the occurrence a customary legal opinion of any event, circumstance, default or breach Agent’s U.K. counsel in form and substance reasonably acceptable to Agent; (d) copy of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreementresolutions of each Borrower’s Board of Directors (and shareholder, in respect of each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copyCOMPASS Pathfinder Holdings and COMPASS Pathfinder Limited), certified by an officer of such Xxxxxxxx, evidencing (i) approval of the Loan and other transactions evidenced by the Loan Documents, (ii) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf, (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party, and (iv) acknowledging that the Board of Directors are acting for a proper purpose and that the Loan Documents are in the best interests of that Borrower and for its commercial benefit; (e) certified copies of the constitutional documents and (as true and correctapplicable) the Bylaws as amended through the Closing Date, of the Merger Agreement Borrower; (f) a certificate of good standing for COMPASS Pathways from its jurisdiction of organization and similar certificates from all other material documentation jurisdictions in which it does business and where the failure to be qualified could have a Material Adverse Effect; (g) with respect to COMPASS Pathways only, certified copies, dated as of a recent date and obtained by Agent, of searches for financing statements filed in the Merger central filing office of the State of Delaware; (h) filed in the central filing office of the District of Columbia or Delaware, as originally executed and deliveredapplicable, together accompanied by written evidence (including any UCC termination statements) that the Liens on any Collateral indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with all exhibits and schedules thereto.the initial Term Loan Advance, will be terminated or released; (i) A Borrowing Notice with respect payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of Agent’s and Lenders’ current reasonable and documented out-of-pocket expenses reimbursable pursuant to this Agreement, which have been invoiced in summary form to Borrower prior to the Loans to date hereof, and which amounts may be made on deducted from the Closing Date.initial Term Loan Advance; (j) Evidence that all a duly executed copy of the existing Indebtedness Perfection Certificate and each exhibit and addendum thereto; (k) [Reserved.]; (l) duly executed landlord consents for borrowed money its (i) chief executive office or its principal place of business and (ii) offices or business locations, including warehouses, containing, for each location pursuant to clauses (i) and (ii), in excess of Five Hundred Thousand Dollars ($500,000) of Borrower’s assets or property; (m) duly executed bailee agreements for any bailee location holding a portion of Borrower’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000); (n) [Reserved.]; (o) payment of the Borrower Initial Facility Charge and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) reimbursement of Agent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance, it being understood and agreed that the Due Diligence Fee previously paid shall be repaid applied to the payment of the non-legal transaction costs and due diligence expenses; (p) a certificate of a director of Company, COMPASS Pathfinder Holdings and COMPASS Pathfinder Limited (i) confirming that guaranteeing or securing the Loan would not cause any guaranteeing or similar limit binding on Company, COMPASS Pathfinder Holdings and COMPASS Pathfinder Limited to be exceeded and certifying that each copy document relating to it specified in this Section 4, is correct, complete and the original of such copy document, is in full force and all security interests related thereto shall be terminated on effect and has not been amended or superseded as at a date no earlier than the Closing Date and (ii) attaching, in respect to any UK PSC Loan Party, a copy of the PSC Register together with confirmation from an authorized signatory that no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of the shares pledged as Collateral; (q) current searches at the U.S. Patent and Trademark Office or the U.S. Copyright Office (and the equivalent in the UK), as applicable, obtained by Agent, listing issued or pending Intellectual Property of Borrower; (r) in respect of Company, COMPASS Pathfinder Holdings and COMPASS Pathfinder Limited, specimen signatures for the person(s) authorized in the resolutions above; and (s) such other documents as Agent may have reasonably requested prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as of the most recent month end prior to the Closing Date for which financial statements are available. (o) At least five (5) days prior to the Closing Date, documentation and other information requested by the Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (p) The Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unlesshereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and the Closing Date shall occur when, (b) the Borrower has shall have furnished to the AgentAdministrative Agent the following: (a) A joinder agreement The duly executed by Cash America originals of this Agreement (with sufficient originals thereof for each of the Lenders), the Notes payable to each of the Lenders, the Subsidiary Guaranty and its Domestic Subsidiaries to the extent required under Section 6.20, together with an updated Schedule 1 reflecting the addition of such Subsidiary.any other additional Loan Documents; (b) (bA) Copies Certificates of the articles or certificate of incorporation of good standing for each Loan PartyParty from its state of organization, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in such Loan Party’s jurisdiction of incorporation. and dated not more than thirty (c30) For days prior to the Agreement Effective Date, and (B) foreign qualification certificates for each Loan PartyParty certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, copies of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to for each jurisdiction in which an Unencumbered Property owned by such Loan Party is a party. located; (c) Copies of the formation documents (including code of regulations, if appropriate) of the Loan Parties, certified by an officer of the Borrower or such other Loan Party, as appropriate, together with all amendments thereto; - 75 - US_ACTIVEActive\121281000\V-110 (d) An incumbency certificateIncumbency certificates, executed by officers of the Secretary or Assistant Secretary of each Loan PartyParties, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Loan Party Persons authorized to sign this Agreement and the additional Loan Documents and to which make borrowings hereunder on behalf of such Loan Party is a partyparties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the applicable Loan Party. ; (e) If Copies, certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and requested resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of this Agreement and the additional Loan Documents to be executed and delivered by the Agent, applicable Loan Party; (af) written money transfer instructions and (b) an account designation letter in substantially Written opinions of the form of Exhibit D, in each caseLoan Parties’ counsel, addressed to the Agent and signed by an Authorized Officer. (f) Original certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. (g) An opinion or opinions (including, if requested by the Agent, opinions of in-house counsel) of counsel for the Loan Parties which are included in the Aggregate Revenue Threshold, dated the date hereof and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent Administrative Agent; (which shall include, without limitation, opinions with respect to the due organization and valid existence of each such Loan Party and opinions as to the non-contravention of such Loan Parties’ organizational documents). (hg) A certificate, in form and substance reasonably satisfactory to the Agent, executed signed by an Authorized Officer of the Borrower as of the Closing Date Borrower, stating that on the Merger Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been consummated in accordance with the Merger Agreement as in effect on April 28, 2016, without (i) any waiver of any condition set forth no change in the Merger Agreement, and (ii) the occurrence of any event, circumstance, default financial condition or breach of a representation that affords the Borrower or its affiliates the ability to terminate the Merger Agreement or their respective obligations thereunder pursuant to the Merger Agreement, in each case to the extent any such waiver or the occurrence of any such event, circumstance, default or breach of a representation is materially adverse to the interests of the Lenders. The Agent shall have received a copy, certified by an officer of the Borrower as true and correct, of the Merger Agreement and all other material documentation with respect to the Merger as originally executed and delivered, together with all exhibits and schedules thereto. (i) A Borrowing Notice with respect to the Loans to be made on the Closing Date. (j) Evidence that all of the existing Indebtedness for borrowed money business of the Borrower and its Subsidiaries (including Cash America) (other than Indebtedness permitted hereunder) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. (k) Evidence that since December 31, 2015, there shall have been no material adverse effect on the business, assets, financial condition or results of operations of (i) the Borrower and its Subsidiaries, Consolidated Group taken as a whole, or (ii) Cash America and its Subsidiaries, taken as a whole. (l) Evidence that all governmental and third party consents required in connection with whole since the Transactions have been obtained (without material qualification or condition) and are in full force and effect as of the Closing Date. (m) Copies of the financial statements referred to in Section 5.4. (n) A certificate, in form and substance reasonably satisfactory to the Agent, executed by an Authorized Officer of the Borrower as of the Closing Date stating that, after giving effect to the consummation of the Merger, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.19 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) for the twelve-month period ended as date of the most recent month end prior financial statements delivered to the Closing Date for Administrative Agent which financial statements are available. (o) At least five (5) days prior to the Closing Datewould have a Material Adverse Effect, documentation that all representations and other information requested by the Agent in order to comply with requirements warranties of the PATRIOT Act, applicable “know your customer” Borrower are true and anti-money laundering rules and regulations. (p) The Agent and correct in all material respects as of the Lenders shall have received all fees and expenses, if any, owing pursuant to this Agreement and the other Loan Documents.Effective Date;