INTERCREDITOR AGREEMENT

Exhibit 10.7

Execution Version

THIS INTERCREDITOR AGREEMENT (this “Intercreditor Agreement”), dated as of May 15, 2023, is by and among ALTER DOMUS (US) LLC, as collateral agent under the First Lien Credit Agreement (as hereinafter defined), for itself and the other First Lien Creditors (as hereinafter defined), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent under the 1.5 Lien Indenture (as hereinafter defined), for itself and the other 1.5 Lien Creditors (as hereinafter defined) (together with its successors and assigns, in such capacity, “1.5 Lien Agent”), and TMI TRUST COMPANY, as collateral agent under the Second Lien Indenture (as hereinafter defined), for itself and the other Second Lien Creditors (as hereinafter defined) (together with its successors and assigns, in such capacity, “Second Lien Agent”).

RECITALS:

Article I. First Lien Agent and the other First Lien Creditors have entered into one or more financing arrangements with Xxxxxxxx (as hereinafter defined), pursuant to which the First Lien Lenders have made and may, upon certain terms and conditions, continue to make loans and provide other financial accommodations to Borrower secured by liens on and security interests in substantially all of the assets and properties of Borrower and the other Obligors (as defined herein).

Article II. The Issuer (as hereinafter defined), the other Obligors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent, have entered into the 1.5 Lien Indenture, pursuant to which Issuer has issued, and the 1.5 Lien Noteholders have purchased, the 1.5 Lien Notes (as hereinafter defined), which 1.5 Lien Notes are secured by liens on and security interests in substantially all of the assets and properties of the Issuer and the other Obligors.

Article III. The Issuer, the other Obligors named therein and TMI Trust Company, as trustee and collateral agent, have entered into the Second Lien Indenture, pursuant to which Issuer has issued, and the Second Lien Noteholders have purchased, the Second Lien Notes (as hereinafter defined), which Second Lien Notes are secured by liens on and security interests in substantially all of the assets and properties of the Issuer and the other Obligors.

Article IV. First Lien Agent, the Borrower and the other Obligors have entered into the First Lien Credit Agreement (as hereinafter defined).

Article V. First Lien Agent, on behalf of itself and the other First Lien Creditors, 1.5 Lien Agent, on behalf of itself and the other 1.5 Lien Creditors, and Second Lien Agent, on behalf of itself and the other Second Lien Creditors, enter into this Intercreditor Agreement to (i) confirm the relative priorities of the Liens (as defined herein) of First Lien Agent, on behalf of itself and the First Lien Creditors, 1.5 Lien Agent, on behalf of itself and the other 1.5 Lien Creditors, and Second Lien Agent, on behalf of itself and the other Second Lien Creditors, in the assets and properties of Borrower and the other Obligors, and (ii) provide for the orderly sharing among them, in accordance with such priorities, of the proceeds of such assets and properties upon any foreclosure thereon or other disposition thereof.

In consideration of the mutual benefits accruing to First Lien Agent, the other First Lien Creditors, 1.5 Lien Agent, the other 1.5 Lien Creditors, Second Lien Agent and the other Second Lien Creditors hereunder and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

DEFINITIONS

As used above and in this Intercreditor Agreement, the following terms shall have the meanings ascribed to them below:

“1.5 Lien Agent” shall mean U.S. Bank Trust Company, National Association, in its capacity as collateral agent for itself and the other 1.5 Lien Creditors under the 1.5 Lien Indenture, and its successors and assigns.

“1.5 Lien Creditors” shall mean, collectively, the 1.5 Lien Notes Secured Parties and the applicable Pari Passu Indebtedness Secured Parties, if any.

“1.5 Lien Documents” shall mean, collectively, the 1.5 Lien Indenture Documents and the applicable Pari Passu Payment Lien Documents, if any.

“1.5 Lien Obligations” shall mean, collectively, the 1.5 Lien Indenture Obligations and the applicable Pari Passu Payment Lien Obligations, if any.

“1.5 Lien Indenture” shall mean the Indenture, dated as of May 15, 2023, among the Issuer, the other Obligors named therein, 1.5 Lien Agent and 1.5 Lien Trustee, as the same now exists or may hereafter be amended, modified, supplemented, extended, replaced, renewed, refinanced or restated in accordance with the terms of this Intercreditor Agreement.

“1.5 Lien Indenture Documents” shall mean the 1.5 Lien Indenture, the 1.5 Lien Notes and all agreements, documents, collateral documents, guaranties and instruments at any time executed and/or delivered by the Issuer or any other Obligor with, to or in favor of the 1.5 Lien Creditors in connection therewith or related thereto, as all of the foregoing now exist or may hereafter be amended, modified, supplemented, extended, replaced, renewed, refinanced or restated (in each case, whether or not upon termination and whether with the original holders, institutional investors or otherwise).

“1.5 Lien Indenture Obligations” shall mean all obligations, liabilities and indebtedness of every kind, nature and description owing by the Issuer or any other Obligor to the 1.5 Lien Notes Secured Parties evidenced by or arising under the 1.5 Lien Indenture Documents, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including, without limitation, principal, interest, premium, if any, charges, fees, costs, indemnities and expenses (including, without limitation, attorneys’ and consultant fees and expenses), however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the 1.5 Lien Indenture Documents or after the commencement of any Insolvency Proceeding with respect to the Issuer or any other Obligor (and including, without limitation, the payment of interest which would accrue and become due but for the commencement of such Insolvency Proceeding, whether or not such interest is allowed or allowable in whole or in part in any such Insolvency Proceeding), and in each case, whether or not allowed or allowable in an Insolvency Proceeding.

“1.5 Lien Noteholders” shall mean holders of the 1.5 Lien Notes at any time and from time to time and their respective successors and assigns (including any other creditor or group of creditors that at any time succeeds to or refinances, replaces or substitutes for all or any portion of the 1.5 Lien Obligations under the 1.5 Lien Indenture Documents at any time from time to time (in each case, whether or not upon termination and whether with the original holders, institutional investors or otherwise)).

“1.5 Lien Notes” shall mean the Issuer’s 7.500% Senior 1.5 Lien Secured Notes due 2028, issued pursuant to the 1.5 Lien Indenture, as the same may hereafter be amended, modified, supplemented, extended, replaced, renewed, refinanced or restated in accordance with the terms of this Intercreditor Agreement (in each case, whether or not upon termination and whether with the original holders, institutional investors or otherwise).

10.

“1.5 Lien Notes Guarantees” shall mean, collectively, the guarantees of the Obligors (other than the Issuer) under the 1.5 Lien Notes and the 1.5 Lien Indenture.

11.

“1.5 Lien Notes Secured Parties” shall mean, collectively, 1.5 Lien Agent, 1.5 Lien Trustee and the holders of the 1.5 Lien Notes, and their successors and assigns.

12.

“1.5 Lien Trustee” shall mean U.S. Bank Trust Company, National Association, in its capacity as Trustee under the 1.5 Lien Indenture and its successors and assigns including each other Person acting in a similar capacity under any 1.5 Lien Indenture.

13.

“Agreements” shall mean, collectively, the First Lien Loan Agreements, 1.5 Lien Documents and the Second Lien Documents.

14.

“Banking Services” shall mean each and any of the following bank services provided to Borrower or any other Obligor by any Cash Management Creditor: (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts, netting and interstate depository network services).

15.

“Banking Services Obligations” of Borrower and the other Obligors shall mean any and all obligations of Borrower or the other Obligors, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

16.

“Bankruptcy Law” means any of the U.S. Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and the Winding-Up and Restructuring Act (Canada), each as now and hereafter in effect, any successors to such statutes and any other applicable bankruptcy, insolvency, winding-up, dissolution, restructuring, receivership, arrangement, liquidation, reorganization or similar law of any jurisdiction providing relief from or otherwise affecting the rights of creditors.

17.

“Borrower” shall mean CURO Group Holdings Corp., a Delaware corporation, and its successors and assigns, including, without limitation, any receiver, trustee or debtor-in-possession on its behalf or on behalf of any of its successors or assigns.

18.

“Cash Management Creditor” shall mean (i) any First Lien Lender party to the First Lien Credit Agreement or any Affiliate (as defined in the First Lien Credit Agreement) thereof that provides Banking Services to Borrower or any other Obligor or (ii) any other Person to the extent the obligations of any Obligor to such Person in respect of Banking Services are secured on a pari passu or senior basis relative to the Liens of First Lien Agent securing the obligations under the First Lien Credit Agreement and are permitted to be so secured under each of the Agreements.

19.

“Collateral” shall mean all assets and properties of any kind whatsoever, real or personal, tangible or intangible and wherever located, whether now owned or hereafter acquired, of Borrower or any other Obligor in which a security interest is granted (or purported to be granted) under any of the Agreements.

20.

“Creditors” shall mean, collectively, First Lien Agent, the other First Lien Creditors, 1.5 Lien Agent, 1.5 Lien Trustee, the other 1.5 Lien Creditors, Second Lien Agent, Second Lien Trustee and the other Second Lien Creditors, and their respective successors and assigns, being sometimes referred to herein individually as a “Creditor.”

21.

“Enforcement Action” shall mean the exercise of any rights and remedies in respect of Collateral securing the First Lien Obligations or the Junior Lien Obligations by the applicable Creditor or Creditors including, without limitation, (a) any action by any Creditor to foreclose on the Lien of such Person in any Collateral, (b) any action by any Creditor to take possession of, sell or otherwise realize (judicially or nonjudicially) upon any Collateral (including, without limitation, by setoff or notification of account debtors), and/or (c) the commencement by any Creditor of any legal proceedings against Borrower or any other Obligor or with respect to any Collateral to facilitate the actions described in clauses (a) and (b) above.

22.

“Event of Default” shall mean an “Event of Default” or similar term, as such term is defined in the First Lien Credit Agreement, the 1.5 Lien Indenture, the Second Lien Indenture, or any Pari Passu Payment Lien Document, so long as any such Agreement is in effect.

23.

“First Lien Agent” shall mean Alter Domus (US) LLC, in its capacities as administrative agent and collateral agent for the First Lien Creditors under the First Lien Credit Agreement, and its successors and assigns acting in a similar capacity under the First Lien Credit Agreement, and shall include any successor “First Lien Agent” designated pursuant to Section 4.3(a).

24.

“First Lien Credit Agreement” shall mean the First Lien Credit Agreement, dated as of May 15, 2023, among the Company, the guarantors from time to time thereto, First Lien Agent and the other First Lien Lenders from time to time party thereto, as the same may be amended, modified, supplemented, extended, replaced, renewed, refinanced or restated (in each case, whether or not upon termination and whether with the original lenders, institutional investors or otherwise, including through the issuance of debt securities) from time to time in accordance with the terms of this Intercreditor Agreement, and shall include any new “First Lien Credit Agreement” designated pursuant to Section 4.3(a).

25.

“First Lien Creditors” shall mean, collectively, the First Lien Lenders and the applicable Pari Passu Indebtedness Secured Parties, if any.

26.

“First Lien Default” shall mean an Event of Default under the First Lien Credit Agreement or any applicable Pari Passu Payment Lien Document or a “Default” or similar term, as such term is defined in the First Lien Credit Agreement or any applicable Pari Passu Payment Lien Document.

27.

“First Lien Lenders” shall mean, collectively, (i) First Lien Agent, (ii) each lender now or hereafter party to the First Lien Credit Agreement from time to time, (iii) all Hedging Creditors, (iv) all Cash Management Creditors, and (v) in each case in respect of preceding clauses (i) through (iv), their respective successors and assigns, and shall include any new “First Lien Lenders” designated pursuant to Section 4.3(a).

28.

“First Lien Loan Agreements” shall mean, collectively, (i) the First Lien Credit Agreement, (ii) all agreements, confirmations and other documents entered into or evidencing any Hedging Transaction, (iii) all agreements and other documents entered into or evidencing any Banking Services, (iv) all other agreements, documents, notes, guaranties, collateral documents and instruments at any time executed and/or delivered by Borrower or any other Obligor with, to or in favor of First Lien Agent and/or the First Lien Creditors in connection therewith or related thereto, including all “Facility Documents” or any similar term as defined in the First Lien Credit Agreement, (v) this Agreement, and (vi) the applicable Pari Passu Payment Lien Documents, if any, as all of the foregoing now exist or may hereafter be amended, modified, supplemented, extended, replaced, renewed, refinanced or restated from time to time (in each case, whether or not upon termination and whether with the original lenders, institutional investors or otherwise, including through the issuance of debt securities), and shall include any new “First Lien Loan Agreement” designated pursuant to Section 4.3(a).

29.

“First Lien Obligations” shall mean (i) any and all obligations, liabilities and indebtedness of every kind, nature and description owing by Borrower or any other Obligor (including, without limitation, Hedging Obligations and Banking Services Obligations) to First Lien Agent and the other First Lien Lenders evidenced by or arising under any of the First Lien Loan Agreements, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including (without limitation) principal, premium, interest, reimbursement, obligations, charges, fees, obligations to post cash collateral, costs, indemnities and expenses (including, without limitation, attorneys’ and consultant fees and expenses), however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of any of the First Lien Loan Agreements or after the commencement of any Insolvency Proceeding with respect to Borrower or any other Obligor (and including, without limitation, the payment of interest, fees and expenses which would accrue and become due but for the commencement of such Insolvency Proceeding at the applicable rate provided for in the respective First Lien Loan Agreements, whether or not such interest, fees or expenses is allowed or allowable in whole or in part in any such Insolvency Proceeding), and in each case, whether or not allowed or allowable in an Insolvency Proceeding, and (ii) any applicable Pari Passu Payment Lien Obligations. The term “First Lien Obligations” shall include obligations consisting of interest and fees, costs or expenses, in each case whether or not charged by First Lien Agent and/or the other First Lien Creditors to any loan account of Borrower maintained by First Lien Agent pursuant to the First Lien Credit Agreement.

30.

“Hedging Creditor” shall mean any (i) First Lien Lender party to the First Lien Credit Agreement or any Affiliate (as defined in the First Lien Credit Agreement) thereof, including any First Lien Lender party to the First Lien Credit Agreement or any Affiliate thereof at the time that the respective Hedging Transaction was entered into (even if the respective First Lien Lender subsequently ceases to be a First Lien Lender under the First Lien Credit Agreement for any reason) or (ii) any other Person to the extent the obligations of any Obligor to such Person in respect of Hedging Transactions are secured on a pari passu or senior basis relative to the Liens of First Lien Agent securing the obligations under the First Lien Credit Agreement and are permitted to be so secured under each of the Agreements.

31.

“Hedging Obligations” of Borrower or any other Obligor shall mean any and all obligations of such Obligor, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Hedging Transactions, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions.

32.

“Hedging Transaction” shall mean any transaction (including an agreement with respect thereto) now existing or hereafter entered by Borrower or any other Obligor with a Hedging Creditor which is an interest rate protection agreement, interest rate, swap, cap, collar or floor agreement, foreign currency exchange agreements or other interest rate or currency management device used to manage interest rate risk or exchange rate risk.

33.

“Insolvency Proceeding” shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect (including any Bankruptcy Laws), or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of with respect to any Person or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, (b) any liquidation, dissolution, reorganization or winding up of such Person whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (c) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors undertaken under any law.

34.

“Issuer” shall mean CURO Group Holdings Corp., a Delaware corporation, and its successors and assigns, including, without limitation, any receiver, trustee or debtor-in-possession on its behalf or on behalf of any of its successors or assigns.

35.

“Junior Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date hereof, by and between 1.5 Lien Agent and Second Lien Agent.

36.

“Junior Lien Agents” means 1.5 Lien Agent and Second Lien Agent.

37.

“Junior Lien Creditors” means the 1.5 Lien Creditors and the Second Lien Creditors.

38.

“Junior Lien Default” shall mean an Event of Default under the 1.5 Lien Indenture, Second Lien Indenture or any applicable Pari Passu Payment Lien Document or a “Default” or similar term, as such term is defined under the 1.5 Lien Indenture, Second Lien Indenture or any applicable Pari Passu Payment Lien Document.

39.

“Junior Lien Documents” means the 1.5 Lien Documents and the Second Lien Documents.

40.

“Junior Lien Obligations” means the 1.5 Lien Obligations and the Second Lien Obligations.

41.

“Lien” shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).

42.

“Obligors” shall mean, individually and collectively, any Person liable on or in respect of the Second Lien Obligations, 1.5 Lien Obligations or the First Lien Obligations, and each of their successors and assigns, including, without limitation, a receiver, trustee or debtor-in-possession on behalf of such person or on behalf of any such successor or assign.

43.

“Official Body” shall mean any national, Federal, state, local or other government or political subdivision or any agency, authority, board, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

44.

“Order of Payment” shall mean, in connection with (i) the application, payment or distribution of proceeds of any Collateral or any proceeds of any Collateral pursuant to any Enforcement Action or otherwise following the occurrence and during the pendency of an Event of Default, (ii) any distribution of or in respect of any Collateral or on account of any claim secured by any Collateral (whether or not expressly characterized as such) upon or in any Insolvency Proceeding with respect to Borrower or any other Obligor, or (iii) any distribution of Collateral (or proceeds thereof) upon the liquidation or dissolution of Borrower or any other Obligor, the following order for such application: (i) first, ratably to pay all First Lien Obligations in such order as specified in the relevant First Lien Loan Agreements until all First Lien Obligations have been paid in full in cash (including on account of interest accrued after the commencement of an Insolvency Proceeding, whether or not allowed in such proceeding, and including amounts paid to be held by First Lien Agent and/or the First Lien Creditors as cash collateral in such amounts as First Lien Agent determines is reasonably necessary to secure the First Lien Creditors in connection with (x) any issued and outstanding letters of credit under the First Lien Credit Agreement but not in any event in an amount greater than 105% of the aggregate undrawn face amount of such letters of credit constituting First Lien Obligations, and (y) any Hedging Obligations and Banking Services Obligations); (ii) second, subject to the Junior Intercreditor Agreement and any other applicable Agreement, ratably to pay any Junior Lien Obligations in such order as specified in the relevant Agreements, until paid in full and (ii) third, to the Obligors or any other creditor thereof, as their interests may appear.

45.

“Pari Passu Indebtedness” shall mean any indebtedness (1) that is permitted to be incurred and secured by all or a portion of the Collateral under each of the Agreements and (2) that is permitted under each of the Agreements to be secured on a pari passu basis with the First Lien Obligations, the 1.5 Lien Obligations or the Second Lien Obligations; provided that (i) such Indebtedness is so designated as Pari Passu Indebtedness in an officers’ certificate delivered to First Lien Agent, 1.5 Lien Agent and Second Lien Agent and (ii) the Issuer and an authorized representative of the holders of such Indebtedness shall have executed and delivered a Supplement. For the avoidance of doubt, Pari Passu Indebtedness shall constitute one, but only one of, First Lien Obligations, 1.5 Lien Obligations or Second Lien Obligations hereunder, as set forth in the applicable Supplement.

46.

“Pari Passu Indebtedness Secured Parties” shall mean, collectively, the agent, the trustee or other representative, if any (and their respective successors and assigns), and the holders of Pari Passu Indebtedness identified in a Supplement.

47.

“Pari Passu Payment Lien Documents” shall mean any loan agreement, indenture or other instrument that evidences or governs any Pari Passu Indebtedness.

48.

“Pari Passu Payment Lien Obligations” shall mean all obligations (including interest that accrues after the commencement of an insolvency or bankruptcy case, regardless of whether such interest is an allowed claim under such case) outstanding under the Pari Passu Payment Lien Documents.

49.

“Person” or “person” shall mean any individual, sole proprietorship, partnership, corporation (including without limitation, any corporation which elects subchapter S status under the Internal Revenue Code of 1986, as amended), limited liability company, limited liability partnership, business trust, unincorporated association, joint stock company, trust, joint venture, or other entity or any government or any agency or instrumentality or political subdivision thereof.

50.

“Required Lenders” shall mean the “Required Lenders” or any similar term as defined in the First Lien Credit Agreement.

51.

“Second Lien Agent” shall mean TMI Trust Company, in its capacity as collateral agent for itself and the other Second Lien Creditors under the Second Lien Indenture, and its successors and assigns.

52.

“Second Lien Creditors” shall mean, collectively, the Second Lien Notes Secured Parties and the applicable Pari Passu Indebtedness Secured Parties, if any.

53.

“Second Lien Documents” shall mean, collectively, the Second Lien Indenture Documents and the applicable Pari Passu Payment Lien Documents, if any.

54.

“Second Lien Indenture” shall mean the Indenture, dated as of July 30, 2021, among the Issuer, the other Obligors named therein, Second Lien Agent and Second Lien Trustee, as the same now exists or may hereafter be amended, modified, supplemented, extended, replaced, renewed, refinanced or restated in accordance with the terms of this Intercreditor Agreement.

55.

“Second Lien Indenture Documents” shall mean the Second Lien Indenture, the Second Lien Notes, this Agreement, the Junior Intercreditor Agreement and all agreements, documents, collateral documents, guaranties and instruments at any time executed and/or delivered by the Issuer or any other Obligor with, to or in favor of the Second Lien Creditors in connection therewith or related thereto, as all of the foregoing now exist or may hereafter be amended, modified, supplemented, extended, replaced, renewed, refinanced or restated (in each case, whether or not upon termination and whether with the original holders, institutional investors or otherwise).

56.

“Second Lien Indenture Obligations” shall mean all obligations, liabilities and indebtedness of every kind, nature and description owing by the Issuer or any other Obligor to the Second Lien Notes Secured Parties evidenced by or arising under the Second Lien Indenture Documents, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including, without limitation, principal, interest, premium, if any, charges, fees, costs, indemnities and expenses (including, without limitation, attorneys’ and consultant fees and expenses), however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Second Lien Indenture Documents or after the commencement of any Insolvency Proceeding with respect to the Issuer or any other Obligor (and including, without limitation, the payment of interest which would accrue and become due but for the commencement of such Insolvency Proceeding, whether or not such interest is allowed or allowable in whole or in part in any such Insolvency Proceeding), and in each case, whether or not allowed or allowable in an Insolvency Proceeding.

57.

“Second Lien Noteholders” shall mean holders of the Second Lien Notes at any time and from time to time and their respective successors and assigns (including any other creditor or group of creditors that at any time succeeds to or refinances, replaces or substitutes for all or any portion of the Second Lien Obligations under the Second Lien Indenture Documents at any time from time to time (in each case, whether or not upon termination and whether with the original holders, institutional investors or otherwise)).

58.

“Second Lien Notes” shall mean the Issuer’s 7.500% Senior Secured Notes due 2028, issued pursuant to the Second Lien Indenture, as the same may hereafter be amended, modified, supplemented, extended, replaced, renewed, refinanced or restated in accordance with the terms of this Intercreditor Agreement (in each case, whether or not upon termination and whether with the original holders, institutional investors or otherwise).

59.

“Second Lien Notes Guarantees” shall mean, collectively, the guarantees of the Obligors (other than the Issuer) under the Second Lien Notes and the Second Lien Indenture.

60.

“Second Lien Notes Secured Parties” shall mean, collectively, Second Lien Agent, Second Lien Trustee and the holders of the Second Lien Notes, and their successors and assigns.

61.

“Second Lien Obligations” shall mean, collectively, the Second Lien Indenture Obligations and the applicable Pari Passu Payment Lien Obligations, if any.

62.

“Second Lien Trustee” shall mean TMI Trust Company, in its capacity as Trustee under the Second Lien Indenture and its successors and assigns including each other Person acting in a similar capacity under any Second Lien Indenture.

63.

“Standstill Period” shall have the meaning specified in Section 2.10 hereof.

64.

“Supplement” shall have the meaning specified in Section 4.6 hereof.

65.

“UCC” shall mean the Uniform Commercial Code, as amended and in effect in any applicable jurisdiction.

66.

“U.S. Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, any successor statute.

67.

All terms defined in the UCC as in effect in the State of New York, unless otherwise defined herein shall have the meanings set forth therein. All references to any term in the plural shall include the singular and all references to any term in the singular shall include the plural.

PAYMENTS; SECURITY INTERESTS; PRIORITIES; REMEDIES

First Lien Agent and the other First Lien Creditors hereby acknowledge that Second Lien Agent, for its own benefit and for the benefit of the other Second Lien Creditors, and 1.5 Lien Agent, for its own benefit and for the benefit of the other 1.5 Lien Creditors, has been granted Liens upon all of the Collateral pursuant to the Second Lien Documents to secure the Second Lien Obligations and the 1.5 Lien Documents to secure the 1.5 Lien Obligations, respectively. Second Lien Agent on behalf of itself and the other Second Lien Creditors and 1.5 Lien Agent on behalf of itself and the other 1.5 Lien Creditors hereby acknowledge that First Lien Agent, for the benefit of the First Lien Creditors, has been granted Liens upon all of the Collateral pursuant to the First Lien Loan Agreements to secure the First Lien Obligations.

(a) Notwithstanding the date, order or time of attachment, or the date, order, time or manner of perfection, or the date, order or time of filing or recordation of any document or instrument, or other method of perfecting a Lien in favor of each Creditor in any Collateral, and notwithstanding any conflicting terms or conditions which may be contained in any of the Agreements and notwithstanding any provision of the UCC or any other applicable law or any other circumstance whatsoever (including any non-perfection or non-validity or unenforceability of any Lien purporting to secure the First Lien Obligations or the Junior Lien Obligations), any Lien securing First Lien Obligations now or hereafter held by or on behalf First Lien Agent or the other First Lien Creditors or any agent or trustee therefore, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, will have priority over and be senior in all respects to the Liens securing the Junior Lien Obligations (and the Liens securing the Junior Lien Obligations will be junior and subordinate to the Liens securing the First Lien Obligations). All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Junior Lien Obligations for all purposes, whether or not such Lien securing any First Lien Obligations are subordinated to any Lien securing any other obligation of any Obligor or any other Person. The parties hereto acknowledge and agree that it is their intent that the First Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Junior Lien Obligations (and the security therefor).

Each of First Lien Agent, for itself and on behalf of the other First Lien Creditors, and each Junior Lien Agent, for itself and on behalf of the applicable Junior Lien Creditors, agrees that it will not, and hereby waives any right to, contest or support any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the priority, perfection, validity or enforceability of any Lien in the Collateral of First Lien Agent, 1.5 Lien Agent or Second Lien Agent, as the case may be; provided that nothing in this Intercreditor Agreement shall be construed to prevent or impair the rights of First Lien Agent or any other First Lien Creditor to enforce this Intercreditor Agreement.

The parties hereto agree that, so long as the First Lien Obligations have not been paid in full in cash, none of Borrower nor any other Obligor shall, nor shall any such Person permit any of its subsidiaries to, (i) unless waived in writing by First Lien Agent, grant or permit any additional Liens on any asset to secure the Junior Lien Obligations (or any of them) unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations or (ii) unless waived in writing by 1.5 Lien Agent or otherwise permitted by the 1.5 Lien Indenture or waived in writing by Second Lien Agent or otherwise permitted by the Second Lien Indenture, as applicable, grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Junior Lien Obligations, with each such Lien to be subject to the provisions of this Intercreditor Agreement. To the extent that the provisions of this paragraph (c) are not complied with for any reason, without limiting any other right or remedy available to First Lien Agent or the other First Lien Creditors, each Junior Lien Agent agrees, for itself and on behalf of the applicable Junior Lien Creditors, that any amounts received by or distributed to any Junior Lien Creditors pursuant to or as a result of any Lien granted in contravention of this Section 2.2(c) shall be subject to Section 2.4 hereof.

The parties hereto acknowledge and agree that it is their intention that the Collateral securing the First Lien Obligations and 1.5 Lien Obligations be identical, and that there is no Collateral securing the Junior Lien Obligations that does not also secure the First Lien Obligations and the 1.5 Lien Obligations. In furtherance of the foregoing, the parties hereto agree:

to cooperate in good faith in order to determine, upon any reasonable request by First Lien Agent or a Junior Lien Agent, the specific assets included in the Collateral, the steps required to be taken to perfect the Liens of First Lien Agent or a Junior Lien Agent thereon and the identity of the respective parties obligated under the First Lien Loan Agreements and the Junior Lien Documents in respect of the First Lien Obligations and the Junior Lien Obligations, respectively;

that, except to the extent otherwise agreed to by First Lien Agent, the documents, agreements and instruments creating or evidencing the Collateral securing the Junior Lien Obligations and the Liens of the Junior Lien Agents shall be in all respects in the same form as the documents, agreements and instruments creating or evidencing the Collateral securing the First Lien Obligations and the Liens of First Lien Agent, other than with respect to the first priority and junior priority nature of the Liens created or evidenced thereunder, the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this Intercreditor Agreement; and

that it will not obtain “control” (as defined in the UCC in effect in the State of New York) of any deposit account or securities account maintained by Borrower or any other Obligor (other than a deposit account maintained with First Lien Agent) or file any UCC financing statement against Borrower or any other Obligor after the date hereof without giving Junior Lien Agents or First Lien Agent, as the case may be, prior written notice of its intention to do so. For the avoidance of doubt, this Section 2.2(d) shall not require the creation of a security interest in favor of the Second Lien Agent or Second Lien Creditors in any assets expressly designated as “Excluded Assets” or a similar term under the Second Lien Documents.

The priorities of the Liens provided in Section 2.2 hereof shall not be altered or otherwise affected by (a) any amendment, modification, supplement, extension, renewal, restatement, replacement or refinancing of the First Lien Obligations or the Junior Lien Obligations, nor (b) any action or inaction which any of the Creditors may take or fail to take in respect of the Collateral.

Prior to the payment in full in cash of the First Lien Obligations, (i) all Collateral and all proceeds of the Collateral realized pursuant to any Enforcement Action by any Person or otherwise distributed or paid by any Obligor to any Creditor following the occurrence and during the pendency of an Event of Default, (ii) any distribution of or in respect of any Collateral or on account of any claim secured by any Collateral (whether or not expressly characterized as such) upon or in any Insolvency Proceeding with respect to Borrower or any other Obligor, and (iii) any distribution of Collateral (or proceeds thereof) upon the liquidation or dissolution of Borrower or any other Obligor, shall be payable to First Lien Agent on behalf of the First Lien Creditors and, to the extent received by a Junior Lien Agent or any of the other Junior Lien Creditors, shall be segregated from the other funds and property of such Junior Lien Agent or such Junior Lien Creditor, as the case may be, and received and held in trust by such Junior Lien Agent or such Junior Lien Creditor, as the case may be, as trustee, and shall be forthwith paid over, in the funds and currency received, to First Lien Agent for application to the First Lien Obligations. For the avoidance of doubt, the foregoing turnover provision shall apply to all Collateral and all proceeds of Collateral (including all cash removed from any Obligor’s premises or accounts) received by or on behalf of a Junior Lien Agent or any other Junior Lien Creditor in connection with any Enforcement Action taken by a Junior Lien Agent or any other Junior Lien Creditor following the expiration of the Standstill Period notwithstanding anything to the contrary in Section 2.10 hereof. All proceeds of the Collateral received by First Lien Agent or the other First Lien Creditors after the First Lien Obligations have been paid in full in cash shall be forthwith paid over, in the funds and currency received, to 1.5 Lien Agent for application to the 1.5 Lien Obligations (unless otherwise required by law).

The foregoing provisions of this Intercreditor Agreement are intended solely to govern the respective Lien priorities as between the Creditors and shall not impose on any Creditor any obligations in respect of the disposition of proceeds of any Collateral which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or governmental authority or any applicable law.

In the event that First Lien Agent, the other First Lien Creditors, a Junior Lien Agent or the other Junior Lien Creditors shall, in the exercise of their rights under their Agreements or otherwise, receive possession or control of any books and records of Borrower or any other Obligor which contain information identifying or pertaining to any Collateral in which First Lien Agent, the other First Lien Creditors, Junior Lien Agent or the other Junior Lien Creditors (as the case may be) has been granted a Lien, such Person shall notify such other Person that they have received such books and records and shall, as promptly as practicable thereafter, make available to such other Person (at the expense of Borrower and the other Obligors) such books and records for inspection and duplication.

Subject to the terms and conditions set forth in this Intercreditor Agreement, First Lien Agent and the other First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the First Lien Loan Agreements with respect to the Collateral, to exercise and enforce all privileges and rights thereunder according to their discretion and the exercise of their business judgment, including, without limitation, the exclusive right to take or retake control or possession of such Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate such Collateral and to appoint an agent in connection with the foregoing, and to incur expenses in connection with such sale, lease or other disposition and to exercise all of the rights and remedies of a secured creditor under the UCC of any applicable jurisdiction or other applicable law (including, without limitation, any Bankruptcy Law). In exercising rights and remedies with respect to the Collateral, First Lien Agent and the other First Lien Creditors may enforce the provisions of the First Lien Loan Agreements and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their discretion. In furtherance of the foregoing, each Junior Lien Agent, for itself and on behalf of the applicable Junior Lien Creditors, agrees that, subject to the terms and conditions of this Intercreditor Agreement (including, without limitation, Section 2.10 hereof), neither a Junior Lien Agent nor any other Junior Lien Creditor will (i) enforce or exercise, or seek to enforce or exercise, any rights or remedies with respect to any Collateral (including, without limitation, the exercise of any right of set-off or under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which a Junior Lien Agent or any Junior Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency Proceeding), (ii) contest, protest or object to any foreclosure action or proceeding brought by First Lien Agent or any other enforcement or exercise by any First Lien Creditor of any rights or remedies relating to the Collateral so long as Liens of the Junior Lien Creditors attach to the proceeds thereof, subject to the relative priorities provided for in this Intercreditor Agreement, or (iii) object to the forbearance by any First Lien Creditor from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies. In connection with taking any Enforcement Action against the Collateral (including without limitation any public or private sale under the UCC), First Lien Agent shall give each Junior Lien Agent such reasonable notice of such sale as may be required under the applicable UCC; provided, however, that, subject to Section 3.5 hereof, 10 days’ notice shall be deemed in all respects to be commercially reasonable notice.

Notwithstanding anything to the contrary contained in any of the Agreements, but subject to Section 2.9 below and Section 2.10 below, prior to the time when First Lien Agent and the other First Lien Creditors shall have received payment in full of all First Lien Obligations in cash, whether or not an Insolvency Proceeding has been commenced by or against Borrower or any other Obligor, during the continuance of an Event of Default, only the First Lien Creditors shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of, or otherwise deal with, the Collateral or to take and continue any Enforcement Action with respect to the Collateral.

(a) Prior to the existence of an Event of Default, upon any release, sale or disposition of Collateral permitted pursuant to the terms of the First Lien Loan Agreements and the Junior Lien Documents that results in the release of the Lien of First Lien Agent and the other First Lien Creditors in any Collateral, the Liens of the Junior Lien Agents and the other Junior Lien Creditors shall be automatically and unconditionally released with no further consent or action of any Person. Each Junior Lien Agent shall, at the expense of the Obligors, promptly execute and deliver such release documents as First Lien Agent may upon written request reasonably require in connection with any such release, sale or disposition of Collateral.

Each Junior Lien Agent shall, at any time during the continuance of an Event of Default, at the expense of the Obligors:

upon the written request of First Lien Agent with respect to the Collateral identified in such request as set forth below (which request shall specify the proposed terms of the sale and the type and amount of consideration to be received in connection therewith), subject to clause (ii) below, release or otherwise terminate its Liens on such Collateral, to the extent such Collateral is to be sold or otherwise disposed of either by First Lien Agent or its agents;

deliver such release documents as First Lien Agent may reasonably require in connection therewith; provided, that,

First Lien Agent shall promptly apply any such proceeds as specified in the Order of Payment until the First Lien Obligations have been paid in full in cash,

if any such sale or disposition results in a surplus after application of the proceeds in the Order of Payment to the First Lien Obligations, such surplus shall be paid to 1.5 Lien Agent for the prompt application to the 1.5 Lien Obligations until the 1.5 Lien Obligations have been paid in full in cash;

if any surplus shall remain after the application to the 1.5 Lien Obligations pursuant to preceding clause (B), such surplus shall be applied to the Second Lien Obligations; and

if the closing of the sale or disposition of such Collateral is not consummated, First Lien Agent shall promptly return all release documents to the applicable Junior Lien Agent for the benefit of the applicable Junior Lien Creditors.

Each Junior Lien Agent and the other Junior Lien Creditors shall be deemed, in all cases, to have consented under the Agreements to such sale or other disposition of Collateral described in Sections 2.9(a) and (b) above. In furtherance of the foregoing, each Junior Lien Agent, for itself and on behalf of the applicable Junior Lien Creditors, hereby irrevocably constitutes and appoints First Lien Agent and any officer or agent of First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Junior Lien Agent or such other Junior Lien Creditor or in First Lien Agent’s own name, from time to time in First Lien Agent’s discretion, for the purpose of carrying out the terms of this clause (c) and clauses (b)(i) and (ii) above, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of such clauses, including any endorsements or other instruments of transfer or release.

10.

Except as specifically provided in Section 2.11 below, notwithstanding any rights or remedies available to the applicable Junior Lien Agent or the other Junior Lien Creditors under any of the Junior Lien Documents, applicable law or otherwise, prior to the time that First Lien Agent and the other First Lien Creditors shall have received the payment in full of all First Lien Obligations in cash, neither any Junior Lien Agent nor any of the other Junior Lien Creditors shall, directly or indirectly, take any Enforcement Action with respect to any of the Collateral; provided, however, commencing on the 151^st day after receipt by First Lien Agent of any Junior Lien Agent’s written declaration of a Junior Lien Default which constitutes an “Event of Default” and written demand by a Junior Lien Agent to Issuer for the accelerated payment of the applicable Junior Lien Obligations (the “Standstill Period”; provided, the Standstill Period shall be tolled during any period during which First Lien Agent is stayed from pursuing Enforcement Actions against the Collateral, whether because Issuer or any other Obligor is subject to an Insolvency Proceeding or otherwise), any Junior Lien Agent or the other Junior Lien Creditors may take action to enforce their Liens on the Collateral, but only so long as First Lien Agent and/or the First Lien Creditors are not pursuing in a commercially reasonable manner the exercise of their enforcement rights or remedies against all or a material portion of the Collateral (including, without limitation, commencement of any action to foreclose its Liens on all or any material portion of the Collateral, notification of account debtors to make payments to First Lien Agent, any action to take possession of all or any material portion of the Collateral or commencement of any legal proceedings or actions against or with respect to all or any material portion of the Collateral) and with any determination of which Collateral to proceed against, and in what order, to be made by First Lien Agent or such First Lien Creditors in their reasonable judgment); provided further that (x) any Collateral or any proceeds of Collateral received by a Junior Lien Agent or such other Junior Lien Creditor, as the case may be, in connection with the enforcement of such Lien shall be applied in accordance with the Order of Payment and (y) First Lien Agent or any other First Lien Creditors may at any time take over such enforcement proceedings from such Junior Lien Agent or the other Junior Lien Creditors so long as First Lien Agent or such First Lien Creditors, as the case may be, pursue enforcement proceedings with respect to all or a material portion of the Collateral in a commercially reasonable manner, with any determination of which Collateral to proceed against, and in what order, to be made by First Lien Agent or such First Lien Creditors in their reasonable judgment, and provided further that the Junior Lien Agents or the other Junior Lien Creditors, as the case may be, shall only be able to recoup any expenses incurred by them in accordance with the priorities set forth in the Order of Payment. In any sale or other disposition of any of the Collateral by a Junior Lien Agent and/or the other Junior Lien Creditors, Junior Lien Agents and/or the other Junior Lien Creditors shall conduct such sale or disposition in a commercially reasonable manner. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under the Bankruptcy Law of any applicable jurisdiction.

11.

Section 2.10 above shall not be construed to in any way limit or impair the right of: (a) any First Lien Creditor to bid for or purchase Collateral at any private or judicial foreclosure upon such Collateral initiated by any other Creditor, (b) any Junior Lien Creditor to cash bid for or purchase for cash Collateral, in an amount sufficient to pay the First Lien Obligations in full, at any private or judicial foreclosure upon such Collateral initiated by any other Creditor, (c) [reserved], and (d) the Junior Lien Creditors’ right to receive any remaining proceeds of Collateral after satisfaction and payment in full in cash of all First Lien Obligations.

12.

If the First Lien Creditors should honor a request by Borrower for a loan, advance or other financial accommodation under the First Lien Loan Agreements, whether or not the First Lien Creditors have knowledge that the honoring of such request would result in an event of default, or act, condition or event which with notice or passage of time or both would constitute an event of default under the Junior Lien Documents, in no event shall First Lien Agent or the other First Lien Creditors have any liability to any Junior Lien Agent or the other Junior Lien Creditors as a result of such breach, and without limiting the generality of the foregoing, the Junior Lien Agents and the other Junior Lien Creditors agree that neither First Lien Agent nor the First Lien Creditors shall have any liability for tortious interference with contractual relations or for inducement by First Lien Agent or the other First Lien Creditors of Borrower to breach of contract or otherwise.

13.

(a) Unless and until the First Lien Obligations have been satisfied in full, in cash, First Lien Agent and the other First Lien Creditors shall have the sole and exclusive right as among the Creditors, to the extent provided in the First Lien Loan Agreements and subject in all respects to the rights of the Obligors under the First Lien Loan Agreements, to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral. Unless and until the First Lien Obligations have been satisfied in full, and subject to the rights of the Obligors under the First Lien Loan Agreements, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of the Collateral shall be paid to First Lien Agent for the benefit of the First Lien Creditors pursuant to the terms of the First Lien Loan Agreements.

14.

The Junior Lien Agents and the other Junior Lien Creditors shall not agree to, without the written consent of First Lien Agent:

make any amendment of the Junior Lien Documents that would shorten the due dates of any principal or interest payments of the Junior Lien Obligations;

increase the interest rate under the Junior Lien Documents by more than 300 basis points (excluding increases resulting from the accrual of interest at the default rate or interest paid-in-kind); or

add to the Collateral securing the Junior Lien Obligations except as permitted by this Intercreditor Agreement.

15.

Each Creditor shall give to the other Creditors concurrently with the giving thereof to Borrower or Issuer, as the case may be, (i) a copy of any written notice by such Creditor of an Event of Default under its respective Agreements with Borrower or Issuer, as the case may be, or written notice of demand of payment from Borrower or Issuer, as the case may be, and (ii) a copy of any written notice sent by such Creditor to Borrower or Issuer, as the case may be, at any time a default under such Creditor’s Agreements with Borrower or Issuer, as the case may be, exists stating such Creditor’s intention to exercise any of its enforcement rights or remedies, including written notice pertaining to any foreclosure on any of the Collateral or other judicial or nonjudicial remedy in respect thereof to the extent permitted hereunder, and any legal process served or filed in connection therewith; provided, that, the failure of any party to give notice as required hereby shall not affect the relative priorities of Creditor’s respective Liens as provided herein or the validity or effectiveness of any such notice as against Borrower or any other Obligor.

16.

In the event that any Junior Lien Default shall have occurred solely as a result of a First Lien Default, and if such First Lien Default shall have been cured by Borrower or any other Obligor or waived by First Lien Agent or the other First Lien Creditors (as applicable), then (i) such Junior Lien Default shall be deemed to be automatically cured by Borrower or such other Obligor or waived by Junior Lien Agent and the other Junior Lien Creditors, as the case may be, and (ii) and any period under Section 2.10 hereof commenced and then existence shall terminate for all purposes hereunder and each Junior Lien Agent and the other Junior Lien Creditors shall cease any remedial actions commenced and then continuing in connection with such Junior Lien Default.

1.5 LIEN CREDITOR PURCHASE OPTION

Following the occurrence of (i) written notice by First Lien Agent or the other First Lien Creditors of their intent to accelerate the payment of the First Lien Obligations or to commence any Enforcement Action with respect to any Collateral (or acceleration or the actual commencement of any such Enforcement Action), (ii) the commencement of any Insolvency Proceeding, or (iii) a payment default under the First Lien Loan Agreements which has not been cured or waived by the applicable creditors within 30 days after the occurrence thereof, any 1.5 Lien Creditor shall have the option at any time within 90 days after such occurrence upon five (5) business days’ prior written notice from 1.5 Lien Agent (on behalf of any such 1.5 Lien Creditors) to First Lien Agent to purchase all (but not less than all) of the First Lien Obligations (including any unfunded commitments thereunder and participations in letters of credit, but excluding all Hedging Obligations and Cash Management Obligations) from the First Lien Creditors. Such notice from 1.5 Lien Agent (on behalf of any such 1.5 Lien Creditors) to First Lien Agent shall be irrevocable. In order to effectuate the foregoing, First Lien Agent shall estimate, upon the written request of 1.5 Lien Creditors upon the exercise of such election, the amount in cash that would be necessary to so purchase such First Lien Obligations (assuming the date of the purchase is the date the election was made). The First Lien Obligations shall be purchased among the 1.5 Lien Creditors (other than 1.5 Lien Trustee and 1.5 Lien Agent) giving notice to 1.5 Lien Agent of their intent (which notice shall be irrevocable) to exercise the purchase option hereunder based on the amounts specified therein.

On the date specified by 1.5 Lien Creditors in such notice (which shall not be less than five (5) business days, nor more than thirty (30) days, after the receipt by First Lien Agent of the notice from 1.5 Lien Agent of certain 1.5 Lien Creditors election to exercise such option), the First Lien Creditors shall sell to such 1.5 Lien Creditors electing to purchase, and the 1.5 Lien Creditors electing to purchase shall purchase from the First Lien Creditors, the First Lien Obligations all in accordance with the terms and conditions to be agreed upon directly among First Lien Agent and such 1.5 Lien Creditors that have elected to purchase the First Lien Obligations. The First Lien Creditors hereby represent and warrant that, as of the date hereof, no approval of any court or other regulatory or governmental authority is required for such sale.

Upon the date of such purchase and sale, the 1.5 Lien Creditors exercising the purchase option in this Section 3 shall (i) pay to the First Lien Creditors as the purchase price therefor the full amount of all the First Lien Obligations then outstanding and unpaid (including principal, premium (prepayment or otherwise, it being understood that any prepayment or acceleration-related premium shall be deemed to have matured and become due and payable upon the exercise by the 1.5 Lien Creditors of their rights under this Section 3 as if the payment of the First Lien Obligations had been accelerated whether or not they actually have been accelerated), interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee payable pursuant to the First Lien Credit Agreement, which amount may be different from the estimate calculated in Section 3.1 above), (ii) furnish cash collateral or back-stop letters of credit to the First Lien Creditors in such amounts as the First Lien Creditors determine is reasonably necessary to secure the First Lien Creditors in connection with any issued and outstanding letters of credit constituting First Lien Obligations provided by First Lien Agent or the other First Lien Creditors (or letters of credit that First Lien Agent or the other First Lien Creditors have arranged to be provided by third parties pursuant to the financing arrangements of the First Lien Creditors with Borrower or any other Obligor constituting First Lien Obligations) to Borrower or any other Obligor (but not in any event in an amount greater than 105% of the aggregate undrawn face amount of such letters of credit), and (iii) agree to reimburse First Lien Agent and the other First Lien Creditors for any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding letters of credit constituting First Lien Obligations as described above and any checks or other payments provisionally credited to the First Lien Obligations, and/or as to which First Lien Agent or the other First Lien Creditors have not yet received final payment. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of First Lien Agent (on behalf of the First Lien Creditors) as First Lien Agent may designate in writing to such 1.5 Lien Creditors for such purpose. Interest shall be calculated to but excluding the business day on which such purchase and sale shall occur if the amounts so paid by such 1.5 Lien Creditors to the bank account designated by First Lien Agent are received in such bank account prior to 12:00 Noon, New York City time, and interest shall be calculated to and including such business day if the amounts so paid by such 1.5 Lien Creditors to the bank account designated by First Lien Agent are received in such bank account later than 12:00 Noon, New York City time.

Such purchase shall be expressly made without representation or warranty of any kind by the First Lien Creditors as to the First Lien Obligations or otherwise and without recourse to the First Lien Creditors, except that the First Lien Creditors shall represent and warrant: (i) the amount of the First Lien Obligations being purchased, (ii) that the First Lien Creditors own the First Lien Obligations free and clear of any Liens or encumbrances and (iii) the First Lien Creditors have the right to assign the First Lien Obligations and the assignment is duly authorized. All purchase or assignment documentation (including any cash collateral arrangements and back-stop letters of credit) in connection with the exercise of the 1.5 Lien Creditors rights under this Section 3 shall be in form and substance reasonably satisfactory to First Lien Agent.

In the event that any one or more of the 1.5 Lien Creditors exercises the purchase option set forth in this Section 3, First Lien Agent shall take such action with respect to the Collateral (including in an Insolvency Proceeding) as may be reasonably requested in good faith and in writing by such 1.5 Lien Creditors until the closing of such purchase. Notwithstanding anything to the contrary provided herein, the First Lien Creditors may take any Enforcement Actions they deem reasonable unless and until the 1.5 Lien Creditors have notified First Lien Agent of their irrevocable option to purchase the First Lien Obligations.

MISCELLANEOUS

Representations.

Each Junior Lien Agent on behalf of itself and each other Junior Lien Creditor represents and warrants to First Lien Agent and the other First Lien Creditors that the execution, delivery and performance of this Intercreditor Agreement by such Xxxxxx Xxxx Agent on behalf of the applicable Junior Lien Creditors are within the powers of such Xxxxxx Xxxx Agent and have been duly authorized by such Junior Lien Agent pursuant to the terms of the applicable Junior Lien Documents.

First Lien Agent on behalf of itself and each other First Lien Creditor represents and warrants to the Junior Lien Agents and the other Junior Lien Creditors that the execution, delivery and performance of this Intercreditor Agreement by First Lien Agent on behalf of the First Lien Creditors are within the powers of First Lien Agent and have been duly authorized by First Lien Agent pursuant to the terms of the First Lien Credit Agreement.

Each Junior Lien Agent and First Lien Agent acknowledge and agree that neither has made any representation or warranty with respect to the execution, validity, legality, completeness, collectability or enforceability of any other First Lien Loan Agreement or any other Junior Lien Document. Except as otherwise provided in this Intercreditor Agreement First Lien Agent will be entitled to manage and supervise its extensions of credit to any Obligor in accordance with law and their usual practices, modified from time to time as it deems appropriate.

Amendments. Any waiver, permit, consent or approval by any Creditor of or under any provision, condition or covenant to this Intercreditor Agreement must be in writing and shall be effective only to the extent it is set forth in writing and as to the specific facts or circumstances covered thereby. Any amendment of this Intercreditor Agreement must be in writing and signed by First Lien Agent and each Junior Lien Agent. Without limitation of the foregoing, the parties agree to make reasonable modifications to this Agreement in connection with and further to the accession of any representative of any Pari Passu Indebtedness to this Agreement as contemplated by Section 4.6.

Successors and Assigns.

This Intercreditor Agreement is a continuing agreement and shall (i) remain in full force and effect until the earlier of (A) repayment in full in cash of all First Lien Obligations or (B) the repayment in full of all Junior Lien Obligations, (ii) be binding upon the parties and their successors and assigns, and (iii) inure to the benefit of and be enforceable by the parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), any Creditor may assign or otherwise transfer all or any portion of the First Lien Obligations or the Junior Lien Obligations, as applicable, to any other Person in the manner contemplated in the First Lien Loan Agreements and the Junior Lien Documents, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to such person herein or otherwise. In addition and without limiting the generality of the foregoing, if at any time in connection with or after the payment in full in cash of the First Lien Obligations and the termination of the loan commitments under the First Lien Loan Agreements, any of the Obligors enters into any credit facilities or other indebtedness (whether upon or after termination of the previous First Lien Obligations and whether with the original lenders, institutional investors or otherwise, including through the issuance of debt securities) secured by Liens permitted under the Agreements to rank senior in priority to the Liens securing the Junior Lien Obligations on all or a portion of the Collateral, then (i) no such prior payment in full in cash of the First Lien Obligations shall be deemed to have occurred for all purposes of this Intercreditor Agreement, the First Lien Credit Agreement and the Junior Lien Documents and (ii) for all purposes of this Intercreditor Agreement, including for purposes of the Lien priority and rights in respect of the Collateral (or such portion thereof) set forth herein, the credit agreement or other principal document in respect of such new credit facilities or other indebtedness shall become and be deemed designated the “First Lien Credit Agreement”, (iii) the administrative agent, trustee or similar representative (or, if no such entity exists, the lender or investor) under such new First Lien Credit Agreement shall become and be deemed designated the “First Lien Agent”, (iv) the lenders, Cash Management Creditors, Hedging Creditors and other creditors under such new First Lien Credit Agreement shall become and be deemed designated the “First Lien Lenders” and (v) the obligations under such new First Lien Credit Agreement and the associated First Lien Loan Agreements shall automatically be treated as First Lien Obligations.

To the extent provided in their respective Agreements, each of the Creditors reserves the right to grant participations in, or otherwise sell, assign, transfer or negotiate all or any part of, or any interest in, the First Lien Obligations or the Junior Lien Obligations, as the case may be; provided, that, no Creditor shall be obligated to give any notices to or otherwise in any manner deal directly with any participant in the First Lien Obligations or the Junior Lien Obligations, as the case may be, and no participant shall be entitled to any rights or benefits under this Intercreditor Agreement except through the Creditor with which it is a participant.

This Intercreditor Agreement is the Intercreditor Agreement referred to in the First Lien Loan Agreements, the First Priority Intercreditor Agreement referred to in the 1.5 Lien Documents and the Intercreditor Agreement between the Junior Lien Agents in the Second Lien Documents. If the First Lien Loan Agreements or the Junior Lien Documents are refinanced or replaced with another Person, both such other Person and the other existing parties shall execute and deliver an agreement containing terms substantially identical to those contained in this Intercreditor Agreement.

Insolvency. This Intercreditor Agreement shall be applicable both before and after the filing of any petition by or against Borrower or any other Obligor under any Bankruptcy Law or in any other Insolvency Proceeding and all converted or succeeding cases in respect thereof, and all references herein to Borrower or any other Obligor shall be deemed to apply to the trustee (or similar Person) for Borrower or any other Obligor and Borrower or any other Obligor as debtor-in-possession (or any other similar designation). The relative rights of the First Lien Creditors and the Junior Lien Creditors in or to any distributions from or in respect of any Collateral or proceeds of Collateral, shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of, or use of cash collateral by, Borrower or any other Obligor as debtor-in-possession (or any other similar designation). Without limiting the generality of the foregoing, this Intercreditor Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the U.S. Bankruptcy Code, or the comparable provisions of other applicable Bankruptcy Law, and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law.

Bankruptcy Financing and Other Matters.

If Borrower or any other Obligor shall become subject to a case under the U.S. Bankruptcy Code or any other Bankruptcy Law and (whether as debtor(s)-in-possession or otherwise) move for approval of financing (a “DIP Financing”) to be provided by one or more lenders (the “DIP Lender”) under Section 364 of the U.S. Bankruptcy Code, or the comparable provisions of other applicable Bankruptcy Law, or the use of cash collateral under Section 363 of the U.S. Bankruptcy Code, or the comparable provisions of other applicable Bankruptcy Law, each Junior Lien Agent for itself and on behalf of the applicable Junior Lien Creditors agrees that (i) it and they shall raise no objection to such DIP Financing or use of cash collateral (nor will any Junior Lien Agent or any Junior Lien Creditor join with or support any third Person opposing, objecting to or contesting any such financing or use of cash collateral) unless First Lien Agent or Required Lenders shall object to such relief. Further (i) neither any Junior Lien Agent nor any other Junior Lien Creditor will request adequate protection or any other relief in connection therewith except as otherwise permitted below, and (ii) each Junior Lien Agent for itself and on behalf of the applicable Junior Lien Creditors agrees that to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with the Liens securing any such DIP Financing, the Liens of each Junior Lien Agent and the other Junior Lien Creditors on the Collateral shall be and shall be deemed to be subordinated to the Liens securing such DIP Financing (and all obligations relating thereto) without any further action on the part of any Person (provided such Junior Lien Agent shall confirm such priority in writing upon request of the Borrower or First Lien Agent), and the Liens securing the Junior Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First Lien Obligations as if such financing had not occurred, so long as the applicable Junior Lien Agent and the other Junior Lien Creditors retain a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) subject to such subordination and priority scheme.

Each Junior Lien Agent, for itself and on behalf of the applicable Junior Lien Creditors, agrees that, in the event of any Insolvency Proceeding, neither Junior Lien Agent nor the other Junior Lien Creditors will oppose or object to any sale or other disposition of any Collateral free and clear of the Liens securing the Junior Lien Obligations or other claims under Section 363 of the U.S. Bankruptcy Code, or the comparable provisions of other applicable Bankruptcy Law, if First Lien Agent or the Required Lenders, or a representative authorized by the First Lien Creditors, shall consent to such disposition; provided, however, that the proceeds of such disposition to be applied to the First Lien Obligations or the Junior Lien Obligations are applied in accordance with the Order of Payment. Further to the foregoing, the Junior Lien Creditors agree that they will be deemed to have consented, pursuant to Section 363(f)(2) of the Bankruptcy Code, to any sale supported by any of the First Lien Creditors, and no Junior Lien Creditor shall raise any objection pursuant to Section 363(f)(3) of the Bankruptcy Code to any such sale.

Each Junior Lien Agent, for itself and on behalf of the applicable Junior Lien Creditors, agrees that no Junior Lien Creditor shall contest, or support any other person in contesting, (i) any request by First Lien Agent or any other First Lien Creditor for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by First Lien Agent or any other First Lien Creditor to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence or anything in clause (a) above to the contrary, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Creditor is granted adequate protection in the form of a Lien on additional collateral, each Junior Lien Agent may, for itself and on behalf of the applicable Junior Lien Creditors, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens of First Lien Agent and the other First Lien Creditors and Liens of the DIP Lender on the same basis as the other Liens of the applicable Junior Lien Agent and the other Junior Lien Creditors are subordinated to the Liens of First Lien Agent and the other First Lien Creditors under this Intercreditor Agreement, (B) any First Lien Creditor is granted adequate protection in the form of a 507(b) claim, each Junior Lien Agent may, for itself and on behalf of the other Junior Lien Creditors, seek or request adequate protection in the form of a 507(b) claim that is junior in priority to the First Lien Creditors’ administrative claim on at least the same basis as the Liens of each Junior Lien Agent and the other Junior Lien Creditors are subordinated to the Liens of First Lien Agent and the other First Lien Creditors under this Intercreditor Agreement, or (C) any Junior Lien Creditor is granted adequate protection in the form of a Lien on additional collateral, First Lien Agent shall, for itself and on behalf of the other First Lien Creditors, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Lien of the Junior Lien Creditors as security for the First Lien Obligations.

Each Junior Lien Agent, for itself and on behalf of the applicable Junior Lien Creditors, agrees that until the First Lien Obligations have been paid in full in cash, no Junior Lien Creditor shall, without the prior written consent of First Lien Agent, seek or request relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding in respect of any part of the Collateral, any proceeds thereof or any Lien of such Junior Lien Creditors.

Each Junior Lien Agent, for itself and on behalf of the other Junior Lien Creditors, agrees that no Junior Lien Creditor shall oppose or seek to challenge any claim by First Lien Agent or any other First Lien Creditor for allowance in any Insolvency Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses. Regardless of whether any such claim for post-petition interest, fees or expenses is allowed or allowable, and without limiting the generality of the other provisions of this Intercreditor Agreement, this Intercreditor Agreement expressly is intended to include and does include the “rule of explicitness” in that this Intercreditor Agreement expressly entitles the First Lien Creditors, and is intended to provide the First Lien Creditors with the right, to receive payment of all post-petition interest, fees or expenses through distributions made pursuant to the provisions of this Intercreditor Agreement even though such interest, fees and expenses are not allowed or allowable against the bankruptcy estate of Borrower or any other Obligor under Section 502(b)(2) or Section 506(b) of the U.S. Bankruptcy Code or under any other provision of the U.S. Bankruptcy Code or the comparable provisions of other applicable Bankruptcy Law.

Each Junior Lien Agent, for itself and on behalf of the other Junior Lien Creditors, waives any claim any Junior Lien Creditor may hereafter have against any First Lien Creditor arising out of (i) the election by any First Lien Creditor of the application of Section 1111(b)(2) of the U.S. Bankruptcy Code or the comparable provisions of other applicable Bankruptcy Law, or (ii) any use of cash collateral or financing arrangement, or any grant of a security interest in the Collateral, in any Insolvency Proceeding so long as such action is otherwise permitted under this Intercreditor Agreement.

Each of First Lien Agent, on behalf of the First Lien Creditors, and each Junior Lien Agent, on behalf of the applicable Junior Lien Creditors, agrees that, without the written consent of the other, it will not seek to vote with the other as a single class in connection with any plan of reorganization in any Insolvency Proceeding

Nothing contained herein shall prohibit or in any way limit First Lien Agent or any First Lien Creditor from objecting on any basis in any Insolvency Proceeding or otherwise to any action taken by either Xxxxxx Xxxx Agent or any other Junior Lien Creditor, including the seeking by a Xxxxxx Xxxx Agent or any other Junior Lien Creditor of adequate protection or the assertion by a Junior Lien Agent or any other Junior Lien Creditors of any of its rights and remedies under the Junior Lien Documents or otherwise, except to the extent explicitly permitted hereunder.

If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of First Lien Obligations and on account of Junior Lien Obligations, then, to the extent the debt obligations distributed on account of the First Lien Obligations and on account of the Junior Lien Obligations are secured by Liens upon the same property, the provisions of this Intercreditor Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. The foregoing is without prejudice to the entitlements of the First Lien Creditors hereunder to payment in full, in cash of all First Lien Obligations from the proceeds of Collateral, or distributions on account of claims secured by the Collateral, prior to the application of any such proceeds or distributions to the Junior Lien Obligations.

10.

If First Lien Agent or any First Lien Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of Borrower or any other Obligor any amount previously received by it on account of First Lien Obligations (a “Recovery”), then the First Lien Obligations shall be reinstated to the extent of such Recovery and First Lien Agent and the other First Lien Creditors shall be entitled to a reinstatement of First Lien Obligations with respect to all such recovered amounts. If this Intercreditor Agreement shall have been terminated prior to such Recovery, this Intercreditor Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. Any amounts received by a Junior Lien Agent or any Junior Lien Creditor on account of the Junior Lien Obligations after the termination of this Intercreditor Agreement shall, in the event of a reinstatement of this Intercreditor Agreement pursuant to this clause (j), be held in trust for and paid over to First Lien Agent for the benefit of the First Lien Creditors, for application to the reinstated First Lien Obligations. This clause (j) shall survive termination of this Intercreditor Agreement.

Pari Passu Payment Lien Obligations. As a condition to the Issuer or any other Obligor incurring any Pari Passu Indebtedness, a supplement to the Intercreditor Agreement substantially in the form of Annex A hereto (together with such modifications as the parties hereto may reasonably agree in order to effectuate the intent of this provision, a “Supplement”) pursuant to this Section 4.6, identifying the proposed Pari Passu Indebtedness, the agent or other representative, if any, and the lenders or holders providing such Pari Passu Indebtedness and the documents in connection with such Indebtedness, shall be executed and delivered to each of First Lien Agent and the Junior Lien Agents by the Obligors and an authorized representative of the lenders or holders of such proposed Pari Passu Indebtedness, pursuant to which such authorized representative shall agree to be bound by the terms and conditions of this Intercreditor Agreement.

Bailee for Perfection. Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the Collateral in the possession or under the control of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of First Lien Agent; provided, that, the Creditor in the possession or control of any Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the possessing or controlling Creditor’s role as bailee with respect to the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral for indebtedness of others to the possessing or controlling Creditor. Prior to the date on which First Lien Agent and the other First Lien Creditors shall have received final payment in full in cash of all of the First Lien Obligations and the First Lien Loan Agreements have been terminated, any Collateral in the possession or under the control of a Junior Lien Agent or the Junior Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and the other First Lien Creditors shall have received final payment in full in cash of all of the First Lien Obligations and the loan commitments under the First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to 1.5 Lien Agent, except as may otherwise be required by applicable law or court order and (ii) a written notice prepared by 1.5 Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that 1.5 Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or bailee waiver.

Notices. All notices, requests and demands to or upon the respective parties hereto shall be in writing and shall be deemed duly given, made or received: if delivered in person, immediately upon delivery; if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation of receipt; if by nationally recognized overnight courier service with instructions to deliver the next business day, one (1) business day after sending; and if mailed by certified mail, return receipt requested five (5) days after mailing to the parties at their addresses set forth below (or to such other addresses as the parties may designate in accordance with the provisions of this Section):

To First Lien Agent or

the First Lien Creditors:

Alter Domus (US) LLC

000 X. Xxxxxxxxxx, 0xx Xx

Xxxxxxx, XX 00000

Email: Xxxxx_xxxxxx@xxxxxxxxxx.xxx;
XXXxxxxxx@xxxxxxxxxx.xxx

Attention: Xxxxxx Xxxx

With a copy (which shall not constitute notice) to:

Xxxxxxxx, Lipton, Xxxxx & Xxxx

00 Xxxx 00xx Xxxxxx

Xxx Xxxx, XX 00000

Email: [***]

Attention: [***]

To 1.5 Lien Agent or

the other 1.5 Lien Creditors:

U.S. Bank Trust Company, National Association, as Trustee

000 Xxxx Xxxxxx, Xxxxx 000

Xxx Xxxx, XX 0000

Attention: Administrator, CURO Group Holdings Corp.

To Second Lien Agent or

the other Second Lien Creditors:

TMI Trust Company, as Existing Trustee

0000 Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxx X000

Xxxxxxx, XX 00000

Attention: Xxxxx Xxxxxxxx, Vice President

Any of the above Creditors may change the address(es) to which all notices, requests and other communications are to be sent by giving written notice of such address change to the other Creditors in conformity with this Section 4.8, but such change shall not be effective until notice of such change has been received by the other Creditors.

Counterparts. This Intercreditor Agreement may be executed in any number of counterparts, each of which shall be an original with the same force and effect as if the signatures thereto and hereto were upon the same instrument.

10.

Governing Law. The validity, construction and effect of this Intercreditor Agreement shall be governed by the internal laws of the State of New York (without giving effect to principles of conflicts of law).

11.

Consent to Jurisdiction; Waiver of Jury Trial. EACH PARTY HERETO HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN THE STATE OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS INTERCREDITOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH CREDITOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS INTERCREDITOR AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS INTERCREDITOR AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.

12.

Complete Agreement. This written Intercreditor Agreement is intended by the parties as a final expression of their agreement and is intended as a complete statement of the terms and conditions of their agreement with respect to the subject matter hereof.

13.

No Third Parties Benefited. Except as expressly provided in Sections 4.2 and 4.3 hereof and consents which are deemed to have been given under Section 2.9 hereof, this Intercreditor Agreement is solely for the benefit of the Creditors and their respective successors, participants and assigns, and no other person shall have any right, benefit, priority or interest under, or because of the existence of, this Intercreditor Agreement.

14.

Disclosures; Non-Reliance. Each Creditor has the means to, and shall in the future remain, fully informed as to the financial condition and other affairs of Borrower and the other Obligors and no Creditor shall have any obligation or duty to disclose any such information to any other Creditor. Except as expressly set forth in this Intercreditor Agreement, the parties hereto have not otherwise made to each other nor do they hereby make to each other any warranties, express or implied, nor do they assume any liability to each other with respect to: (a) the enforceability, validity, value or collectability of any of the Junior Lien Obligations or the First Lien Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) Borrower’s or any other Obligors’ title to or right to transfer any of the Collateral, or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

15.

Term. This Intercreditor Agreement is a continuing agreement and shall remain in full force and effect until the satisfaction in full of all First Lien Obligations and Junior Lien Obligations and the termination of the financing arrangements between First Lien Agent, the other First Lien Creditors, 1.5 Lien Agent, the other 1.5 Lien Creditors, Second Lien Agent, the other Second Lien Creditors, Borrower and the other Obligors. Notwithstanding the foregoing if, in any Insolvency Proceeding or otherwise, all or part of any payment with respect to the First Lien Obligations previously made shall be rescinded for any reason whatsoever, then the First Lien Obligations shall be reinstated to the extent of the amount so rescinded and, if theretofore terminated, this Intercreditor Agreement shall be reinstated in full force and effect and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the First Lien Creditors and the Junior Lien Creditors provided for herein.

16.

Lien Subordination. Except as otherwise provided in this Intercreditor Agreement, nothing in this Intercreditor Agreement shall prohibit the receipt by either Junior Lien Agent or any other Junior Lien Creditor of the required payments of principal, premium, interest, fees and other amounts due under the Junior Lien Documents so long as such receipt is not the direct or indirect result of the enforcement or exercise by Junior Lien Agent or any other Junior Lien Creditor of rights or remedies as a secured creditor or otherwise in contravention of this Intercreditor Agreement. In the event a Junior Lien Agent or any other Junior Lien Creditor becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subordinated to the Liens securing First Lien Obligations on the same basis as the other Liens securing the Junior Lien Obligations are so subordinated to such First Lien Obligations under this Intercreditor Agreement. Nothing in this Intercreditor Agreement impairs or otherwise adversely affects any rights or remedies First Lien Agent or the other First Lien Creditors may have with respect to the Collateral.

17.

Legend. Each of First Lien Agent on behalf of the First Lien Creditors and each Junior Lien Agent on behalf of the appliable Junior Lien Creditors agrees that each First Lien Loan Agreement and each Junior Lien Document, as applicable, constituting a collateral or security document, shall include the following language (or language to similar effect approved by First Lien Agent):

“Notwithstanding anything herein to the contrary, the lien and security interest granted pursuant to this Agreement and the exercise of any right or remedy hereunder are subject to the provisions of the Intercreditor Agreement dated as of May 15, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Alter Domus (US) LLC, in its capacity as collateral agent for, and acting on behalf of, itself and the other First Lien Creditors identified therein, U.S. Bank Trust Company, National Association, in its capacity as collateral agent for, and acting on behalf of, itself and the other 1.5 Lien Creditors identified therein and TMI Trust Company, in its capacity as collateral agent for, and acting on behalf of, itself and the other Second Lien Creditors identified therein, at any time that the Intercreditor Agreement is in effect. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control at any time the Intercreditor Agreement is in effect.”

18.

Certain Rights. Notwithstanding anything to the contrary contained herein, the Junior Lien Creditors may,

file a claim or statement of interest with respect to the Junior Lien Obligations; provided that an Insolvency Proceeding has been commenced by or against the Company or any other Obligor;

take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Creditor to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral;

file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior Lien Creditors, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;

vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Junior Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by any Junior Lien Agent or any other Junior Lien Creditor may be inconsistent with the provisions of this Agreement;

exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 2.10; and

bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by First Lien Agent or any other First Lien Creditor, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any Junior Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the discharge in full of the First Lien Obligations.

19.

Conflicts. In the event of any conflict between the provisions of this Intercreditor Agreement and the provisions of any Junior Lien Document or any First Lien Loan Agreement, the provisions of this Intercreditor Agreement shall govern and control. With respect to each Junior Lien Agent and the other Junior Lien Creditors and the obligations of Junior Lien Agent under the Junior Lien Documents only, in the event of a conflict between this Intercreditor Agreement and the Junior Lien Documents, the terms of the applicable Junior Lien Documents shall govern and control.

20.

If any Junior Lien Agent or other Junior Lien Creditor, in contravention of the terms of this Agreement, in any way takes, or attempts to or threatens to take, any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebuttable presumption and admission by such Junior Lien Agent or Junior Lien Creditor that relief against such Junior Lien Agent or Junior Lien Creditor by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Creditors, it being understood and agreed by each Junior Lien Agent, on behalf of each Junior Lien Creditor represented by it, that (i) the First Lien Creditors’ damages from actions of any Junior Lien Creditor may at that time be difficult to ascertain and may be irreparable and (ii) each Junior Lien Secured Party waives any defense that the Obligors and/or the First Lien Creditors cannot demonstrate damage and/or be made whole by the awarding of damages.

[signature pages follow]

IN WITNESS WHEREOF, the parties have caused this Intercreditor Agreement to be duly executed as of the day and year first above written.

FIRST LIEN AGENT:

ALTER DOMUS (US) LLC, as Collateral Agent under the First Lien Credit Agreement, for itself and the other First Lien Creditors

By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Associate Counsel

1.5 LIEN AGENT:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Agent under the 1.5 Lien Indenture, for itself and the other 1.5 Lien Creditors

By:	/s/ Xxxxxxxxxxx X. Xxxxx
	Name:	Xxxxxxxxxxx X. Xxxxx
	Title:	Vice President

SECOND LIEN AGENT:

TMI TRUST COMPANY, as Collateral Agent under the Second Lien Indenture, for itself and the other Second Lien Creditors

By:	/s/ Xxxxx X. Xxxxxxxx
	Name:	Xxxxx X. Xxxxxxxx
	Title:	Vice President

CURO Group Holdings Corp. –

1L v. 1.5L and 2L Intercreditor Agreement

Each of the undersigned hereby acknowledges and agrees to the foregoing terms and provisions. By its signature below, each of the undersigned agrees that it will, together with its successors and assigns, be bound by the provisions hereof.

Each of the undersigned agrees that any Creditor holding or otherwise controlling Collateral (the “Controlling Creditor”) does so as bailee (under the UCC) for and on behalf of the other Creditors which have a Lien on such Collateral, and each Controlling Creditor is hereby authorized to and may turn over to 1.5 Lien Agent (if First Lien Agent or any First Lien Creditor is the Controlling Creditor) or to First Lien Agent (if a Junior Agent or any Junior Lien Creditor is the Controlling Creditor) any such Collateral upon request therefore, after all obligations and indebtedness of the undersigned to such Controlling Creditor shall have been fully paid and performed.

Each of the undersigned acknowledges and agrees that (i) although it may sign this Intercreditor Agreement it is not a party hereto and does not and will not receive any right, benefit, priority or interest under or because of the existence of the foregoing Intercreditor Agreement (except for a consent which is deemed to have been given by the Second Lien Creditors under Section 2.9), and (ii) it will execute and deliver such additional documents and take such additional action as may be necessary or desirable in the reasonable opinion of any of the Creditors to effectuate the provisions and purposes of the foregoing Intercreditor Agreement.

	CURO GROUP HOLDINGS CORP.,

	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Chief Executive Officer

	CURO FINANCIAL TECHNOLOGIES CORP.
	CURO INTERMEDIATE HOLDINGS CORP.
	CURO MANAGEMENT LLC
	SOUTHERNCO, INC.
	FIRST HERITAGE CREDIT, LLC
	FIRST HERITAGE CREDIT OF ALABAMA, LLC
	FIRST HERITAGE CREDIT OF LOUISIANA, LLC
	FIRST HERITAGE CREDIT OF MISSISSIPPI, LLC
	FIRST HERITAGE CREDIT OF SOUTH CAROLINA, LLC
	FIRST HERITAGE CREDIT OF TENNESSEE, LLC

	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	President

CURO Group Holdings Corp. –

1L v. 1.5L and 2L Intercreditor Agreement

	CURO VENTURES, LLC
	ATTAIN FINANCE, LLC
	AD ASTRA RECOVERY SERVICES, INC.
	CURO COLLATERAL SUB, LLC
	CURO CREDIT, LLC
	SOUTHERN FINANCE OF SOUTH CAROLINA, INC.
	SOUTHERN FINANCE OF TENNESSEE, INC.
	XXXXXXXXX CREDIT, INC.
	XXXXXXXXX CREDIT OF GEORGIA, INC.
	XXXXXXXXX CREDIT OF ALABAMA, INC.
	XXXXXXXXX CREDIT OF TEXAS, INC.
	HEIGHTS FINANCE HOLDING CO.
	HEIGHTS FINANCE CORPORATION, an Illinois corporation
	HEIGHTS FINANCE CORPORATION, a Tennessee corporation
	QUICK CREDIT CORPORATION

	By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	President

CURO Group Holdings Corp. –

1L v. 1.5L and 2L Intercreditor Agreement

	ENNOBLE FINANCE, LLC

	By:	Curo Intermediate Holdings Corp.
	Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	President

CURO Group Holdings Corp. –

1L v. 1.5L and 2L Intercreditor Agreement

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INTERCREDITOR AGREEMENT

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